Exhibit
10.110


 




 





 


FIRST INVESTORS AUTO FUNDING CORPORATION,

as Depositor,


 


and


 


DEUTSCHE BANK TRUST COMPANY DELAWARE,

as Owner Trustee


 


 


AMENDED AND RESTATED TRUST AGREEMENT

Dated as of November 20, 2003


 


 




 




















 


TABLE OF CONTENTS


 


	
  Article
  I

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.1 Definitions.

  	
   

  
	
  Section 1.2
  Other Definitional Provisions.

  	
   

  
	
   

  	
   

  	
   

  
	
  Article II

  	
  Organization of
  the Trust

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.1 Name.

  	
   

  
	
  Section 2.2 Office.

  	
   

  
	
  Section 2.3 Purposes
  and Powers.

  	
   

  
	
  Section 2.4
  Appointment of Owner Trustee.

  	
   

  
	
  Section 2.5
  Organizational Matters.

  	
   

  
	
  Section 2.6
  Declaration of Trust.

  	
   

  
	
  Section 2.7 Title
  of Trust Property.

  	
   

  
	
  Section 2.8 Situs of Trust.

  	
   

  
	
  Section
  2.9 Representations and Warranties of the Depositor.

  	
   

  
	
  Section 2.10
  Federal Income Tax Matters.

  	
   

  
	
   

  	
   

  	
   

  
	
  Article
  III

  	
  Trust
  Certificates and Transfer of Interests

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.1 Ownership.

  	
   

  
	
  Section 3.2 The Certificate.

  	
   

  
	
  Section
  3.3 Authentication of the Certificate.

  	
   

  
	
  Section
  3.4 Registration of the Certificate.

  	
   

  
	
  Section 3.5 Mutilated, Destroyed, Lost or
  Stolen Certificate.

  	
   

  
	
  Section 3.6
  Appointment of Paying Agent.

  	
   

  
	
   

  	
   

  	
   

  
	
  Article IV

  	
  Actions by Owner
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  4.1 Prior Notice with Respect to Certain Matters.

  	
   

  
	
  Section
  4.2 Action by Depositor with Respect to Certain Matters.

  	
   

  
	
  Section
  4.3 Action by Owner Trustee with Respect to Bankruptcy.

  	
   

  
	
  Section
  4.4 Restrictions on Insurer’s Power.

  	
   

  
	
   

  	
   

  	
   

  
	
  Article
  V

  	
  Application
  of Trust Funds; Certain Duties

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  5.1 Establishment of Depositor Account.

  	
   

  
	
  Section 5.2
  Application of Trust Funds.

  	
   

  
	
  Section 5.3 Method of
  Payment.

  	
   

  
	
  Section
  5.4 No Segregation of Monies; No Interest.

  	
   

  
	
   

  	
   

  	
   

  
	
  Article
  VI

  	
  Authority
  and Duties of Owner Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.1 General
  Authority.

  	
   

  
	
  Section 6.2 General Duties.

  	
   

  
	
  Section 6.3 Action
  Upon Instruction.

  	
   

  
	
  Section
  6.4 No Duties Except as Specified in this Agreement or in Instructions.

  	
   

  
	
  Section
  6.5 No Action Except Under Specified Documents or Instructions.

  	
   

  
	
  Section 6.6 Restrictions.

  	
   

  



 


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  Article VII

  	
  Regarding The
  Owner Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  7.1 Acceptance of Trusts and Duties.

  	
   

  
	
  Section 7.2
  Furnishing of Documents.

  	
   

  
	
  Section 7.3
  Representations and Warranties.

  	
   

  
	
  Section 7.4
  Reliance; Advice of Counsel.

  	
   

  
	
  Section
  7.5 Not Acting in Individual Capacity.

  	
   

  
	
  Section
  7.6 Owner Trustee Not Liable for Contracts.

  	
   

  
	
  Section 7.7
  Owner Trustee May Own Notes.

  	
   

  
	
   

  	
   

  	
   

  
	
  Article
  VIII

  	
  Compensation
  of Owner Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  8.1 Owner Trustee’s Fees and Expenses.

  	
   

  
	
  Section 8.2
  Indemnification.

  	
   

  
	
  Section 8.3
  Payments to the Owner Trustee.

  	
   

  
	
   

  	
   

  	
   

  
	
  Article
  IX

  	
  Termination

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.1
  Termination of Trust Agreement.

  	
   

  
	
  Section
  9.2 Notification Regarding Bankruptcy of the Depositor.

  	
   

  
	
   

  	
   

  	
   

  
	
  Article
  X

  	
  Successor
  Owner Trustees and Additional Owner Trustees

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  10.1 Eligibility Requirements for Owner Trustee.

  	
   

  
	
  Section
  10.2 Resignation or Removal of Owner Trustee.

  	
   

  
	
  Section 10.3
  Successor Owner Trustee.

  	
   

  
	
  Section
  10.4 Merger or Consolidation of Owner Trustee.

  	
   

  
	
  Section
  10.5 Appointment of Co-Trustee or Separate Trustee.

  	
   

  
	
   

  	
   

  	
   

  
	
  Article
  XI

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.1
  Supplements and Amendments.

  	
   

  
	
  Section
  11.2 No Legal Title to Owner Trust Estate in the Depositor.

  	
   

  
	
  Section
  11.3 Limitation on Rights of Others.

  	
   

  
	
  Section 11.4 Notices.

  	
   

  
	
  Section 11.5 Severability.

  	
   

  
	
  Section 11.6
  Separate Counterparts.

  	
   

  
	
  Section 11.7
  Successors and Assigns.

  	
   

  
	
  Section 11.8
  Covenants of the Depositor.

  	
   

  
	
  Section 11.9 No Petition.

  	
   

  
	
  Section 11.10 Headings.

  	
   

  
	
  Section 11.11 Governing
  Law.

  	
   

  
	
  Section
  11.12 Amendment of Trust Agreement.

  	
   

  
	
  Section 11.13
  Owner Trustee Presumption.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit
  A

  	
  Form
  of Certificate

  	
   

  
	
  Exhibit
  B

  	
  Certificate
  of Trust

  	
   

  



 


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AMENDED AND RESTATED TRUST AGREEMENT, dated as of
November 20, 2003 (as amended, supplemented or otherwise modified and in effect
from time to time, this “Agreement”), between FIRST INVESTORS
AUTO FUNDING CORPORATION, a Delaware corporation, as depositor (the “Depositor”),
and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation, (in
its capacity as owner trustee and not in its individual capacity, the “Owner
Trustee”).


 


WHEREAS, the Depositor and the Owner Trustee have
entered into a Trust Agreement, dated as of November 12, 2003 (the “Original
Trust Agreement”); and


 


WHEREAS, the Depositor and Owner Trustee desire to
amend and restate the Original Trust Agreement in its entirety as provided
herein.


 


NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, it is hereby
agreed by and between the Depositor and the Owner Trustee that the Original
Trust Agreement be amended and restated and replaced in its entirety as
follows:


 


Article
I



Definitions


 


Section
1.1            Definitions.


 


Except as otherwise specified herein or as the context
may otherwise require, the following terms shall have the respective meanings
set forth below for all purposes of this Agreement.


 


Administrator:  First Investors Financial Services, Inc., or
any successor administrator.


 


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


 


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


 


Certificate: A physical certificate
evidencing the beneficial interest of the holder thereof in the Trust as
specified therein, substantially in the form of Exhibit A attached
hereto.


 


Certificate of Trust:  The Certificate of Trust attached hereto as Exhibit
B filed with the Secretary of the State of Delaware on November 12, 2003
for the Trust pursuant to Section 3810(a) of the Statutory Trust Act.


 

















 


Certificate Register:  As defined in Section 3.4.


 


Certificate Registrar:  As defined in Section 3.4.


 


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


 


Corporate Trust Office:  The principal office of the Owner Trustee at
which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this Agreement is
located at, 1011 Centre Road, Suite 200, Wilmington Delaware 19805-1266,
Attention: Corporate Trust, or at such other address as the Owner Trustee may
designate from time to time by notice to the Depositor, or the principal
corporate trust office of any successor Owner Trustee at the address designated
by such successor Owner Trustee by notice to the Depositor.


 


Depositor:  First Investors Auto Funding Corporation, a Delaware corporation,
in its capacity as depositor under this Agreement, and its successors.


 


Depositor Account:  As defined in Section 5.1.


 


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


 


Exchange Act:  The Securities Exchange Act of 1934, as
amended.


 


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


 


Final Note Payment Date:  April 20, 2011.


 


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


 


Indenture:  The Indenture, dated as of November 20, 2002, between the Trust
and Wells Fargo Bank Minnesota, National Association, a national banking
association, as indenture trustee and as custodian, as amended, supplemented or
otherwise modified and in effect from time to time.


 


Independent:  As defined in the Indenture.


 


Initial Pool Balance:  $114,726,890.91 .


 


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


 


Notes:  As defined in the Indenture.


 


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


 


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Owner Trustee:  Deutsche Bank Trust Company Delaware, a
Delaware banking corporation, not in its individual capacity but solely as
Owner Trustee under this Agreement, and any successor Owner Trustee under this
Agreement.


 


Paying Agent:  The Owner Trustee, Deutsche Bank Trust
Company Americas, or any other Person appointed as Paying Agent with respect to
the Certificate in accordance with Section 3.6.


 


Prepayment Date:  The Payment Date specified by the Servicer
pursuant to Section 9.3(a).


 


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


 


Responsible Officer:  As defined in the Indenture.


 


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


 


Secretary of State:  The Secretary of State of the State of
Delaware.


 


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


 


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


 


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


 


Treasury Regulations:  Regulations, including proposed or temporary
regulations, promulgated under the Code. 
All references herein to specific provisions of proposed or temporary
Treasury Regulations shall include analogous provisions of final Treasury
Regulations or other successor Treasury Regulations.


 


Trust:  The Delaware statutory trust established by this Agreement.


 


Section 1.2            Other
Definitional Provisions.


 


(a)           Capitalized
terms used herein and not otherwise defined herein have the meanings assigned
to them in the Sale and Allocation Agreement or, if not defined therein, in the
Indenture.


 


(b)           All
terms defined in this Agreement shall have the defined meanings when used in
any certificate or other document made or delivered pursuant hereto unless
otherwise defined therein.


 


(c)           As
used in this Agreement and in any certificate or other documents made or
delivered pursuant hereto or thereto, accounting terms not defined in this


 


3

















 


Agreement or in
any such certificate or other document, and accounting terms partly defined in
this Agreement or in any such certificate or other document to the extent not
defined, shall have the respective meanings assigned to them under generally
accepted accounting principles.  To the
extent that the definitions of accounting terms in this Agreement or in any
such certificate or other document are inconsistent with the meanings of such
terms under generally accepted accounting principles, the definitions contained
in this Agreement or in any such certificate or other document shall control.


 


(d)           The
words “hereof,” “herein” and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement. Article, Section and Exhibit references
contained in this Agreement are references to Articles, Sections and Exhibits
in or to this Agreement unless otherwise specified.  The term “including” shall mean “including without limitation.”


 


(e)           The
definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such terms.


 


(f)            Any
agreement, instrument or statute defined or referred to herein or in any
instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein.  References to a Person are also to its
permitted successors and assigns.


 


Article II



Organization of the Trust


 


Section
2.1            Name.


 


The name of the Trust shall be “First Investors Auto
Owner Trust 2003-A,” in which name the Trust and the Owner Trustee shall have
power and authority and each is hereby authorized and empowered to conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued.


 


Section
2.2            Office.


 


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


 


Section 2.3            Purposes
and Powers.


 


The purpose of the Trust is, and the Trust shall have
power and authority and is hereby authorized and empowered, without the need
for further action on the part of the Trust, and the Owner Trustee shall have
power and authority and is hereby authorized and empowered, in the name and on
behalf of the Trust, to do or cause to be done all acts and things necessary,
appropriate or convenient to cause the Trust, to engage solely in the following
activities:


 


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


 


(b)           to
use the proceeds of the sale of the Class A Notes to fund the Reserve Account and
the Prefunding Account, to pay the organizational, start-up and transactional
expenses of the Trust and to pay the balance to the Depositor pursuant to the
Sale and Allocation Agreement in consideration for the purchase of Contracts;


 


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


 


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


 


(e)           to
enter into, execute, deliver and perform its obligations under the Transaction
Documents to which it is to be a party;


 


(f)            subject
to compliance with the Transaction Documents, to engage in such other
activities as may be required in connection with conservation of the Owner
Trust Estate and the making of distributions to the Noteholders and the holder
of the Certificate; and


 


(g)           to
engage in those activities, including entering into agreements, that are
necessary, suitable or convenient to accomplish the foregoing or are incidental
thereto or connected therewith.


 


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


 


Section 2.4            Appointment
of Owner Trustee.


 


The Depositor hereby appoints Deutsche Bank Trust
Company Delaware as owner trustee, as trustee of the Trust effective as of the
date hereof, to have all the rights, powers and authority set forth herein and
in the Statutory Trust Act and Deutsche Bank Trust Company Delaware, as owner
trustee, hereby accepts such appointment.


 


Section 2.5            Organizational
Matters.


 


The Depositor shall pay from amounts payable to it
pursuant to Section 3.5(d)(xii) of the Sale and Allocation Agreement, the
organizational expenses of the Trust as they may arise or shall, upon the
request of the Owner Trustee, promptly reimburse the Owner Trustee, in its individual
capacity, for any such expenses paid by the Owner Trustee, in its individual
capacity. The net proceeds from the sale of the Class A Notes shall be used to
purchase Contracts and related property from the Depositor in accordance with
Section 2.1 of the Sale and Allocation Agreement and to fund the Reserve
Account and the Prefunding Account in the amounts required by the Sale and
Allocation Agreement.


 


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Section 2.6            Declaration
of Trust.


 


The Owner Trustee hereby declares that it will hold
the Owner Trust Estate in trust upon and subject to the conditions set forth
herein for the use and benefit of the Depositor, subject to the obligations of
the Trust under the Transaction Documents. 
It is the intention of the parties hereto that (A) the Trust constitute
a statutory trust under the Statutory Trust Act and that this Agreement
constitute the governing instrument of such statutory trust and (B) solely for
income and franchise tax purposes, the Trust shall be treated as a trust.  Unless otherwise required by the appropriate
tax authorities, the Trust shall file or cause to be filed annual or other
necessary returns, reports and other forms consistent with the characterization
of the Trust as a trust for such tax purposes. 
Effective as of the date hereof, the Owner Trustee shall have all
rights, powers and authority set forth herein and in the Statutory Trust Act
with respect to accomplishing the purposes of the Trust. The Owner Trustee
shall have power and authority and is hereby authorized and empowered to
execute and file any certificate to be filed under the Statutory Trust Act.


 


Section 2.7            Title of
Trust Property.


 


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


 


Section
2.8            Situs of Trust.


 


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


 


Section 2.9            Representations
and Warranties of the Depositor.


 


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


 


(a)           the
Depositor is duly organized and validly existing as a corporation in good
standing under the laws of the State of Delaware, with power and authority to
own its properties and to conduct its business as such properties are currently
owned and such business is presently conducted;


 


(b)           the
Depositor is duly qualified to do business as a foreign corporation in good
standing, and has obtained all necessary licenses and approvals in all


 


6

















 


jurisdictions in
which the ownership or lease of property or the conduct of its business
requires such qualifications;


 


(c)           the
Depositor has the power and authority to execute and deliver this Agreement and
each other Transaction Document to which it is a party and to carry out their
respective terms, and the Depositor has full power and authority to sell and
assign the property to be sold and assigned to, and deposited with, the Trust;
the Depositor has duly authorized such sale and assignment and deposit to the
Trust by all necessary action and the execution, delivery and performance of
this Agreement and each other Transaction Document to which it is a party has
been duly authorized by the Depositor by all necessary action;


 


(d)           the
consummation by the Depositor of the transactions contemplated by this
Agreement and each other Transaction Document to which it is a party and the
fulfillment of the terms hereof and thereof do not conflict with, result in any
breach of any of the terms and provisions of, or constitute (with or without
notice or lapse of time or both) a default under, the certificate of
incorporation or bylaws of the Depositor, or any indenture, agreement or other
instrument to which the Depositor is a party or by which it is bound do not
result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than pursuant to the Transaction Documents) and do not violate any law
or, to the knowledge of the Depositor, any order, rule or regulation applicable
to the Depositor of any court or of any federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Depositor or its properties;


 


(e)           there
are no proceedings or investigations pending or, to the knowledge of the
Depositor, threatened, before any court, regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the Depositor or
its properties (i) asserting the invalidity of this Agreement, the Indenture,
any of the other Transaction Documents or the Notes, (ii) seeking to prevent
the issuance of the Notes or the consummation of any of the transactions
contemplated by this Agreement, the Indenture or any of the other Transaction
Documents, (iii) seeking any determination or ruling that might materially and
adversely affect the performance by the Depositor of its obligations under, or
the validity or enforceability of, this Agreement or any other Transaction
Document to which the Depositor is a party or (iv) which might adversely affect
the federal income tax attributes, or Applicable Tax State franchise or income
tax attributes, of the Notes; and


 


(f)            the
representations and warranties of the Seller in Section 2.2 of the Sale and
Allocation Agreement are true and correct.


 


Section 2.10         Federal
Income Tax Matters.


 


It is the intent of the Depositor and the Servicer
that, for purposes of federal income, state and local income and franchise tax
and any other taxes, the Trust will not be treated as an association or
publicly traded partnership taxable as a corporation.  The Depositor, by acceptance of its interest in the Certificate,
and the Owner Trustee agree to such treatment and agree to take no action
inconsistent with such treatment, including the making of an election under Treasury
Regulation Section 301.7701-3 on behalf of the Trust such that the Trust is
treated as an


 


7

















 


association taxable as a corporation.  Except as authorized by the succeeding
sentence, the Depositor shall not sell or suffer to be transferred the
ownership of the Class B Notes unless the Depositor shall first have either
received an opinion of counsel to the effect that such sale or transfer would
not cause the Trust to be taxable as an association or publicly traded
partnership taxable as a corporation or provided the Trust indemnification
satisfactory to the Owner Trustee with respect to any such tax or other expense
that might be imposed on or incurred by the Trust as a result of such action.  Notwithstanding the foregoing, the Depositor
(and any transferee thereof) may sell or transfer or cause the Class B Notes to
be sold or transferred provided that such transfer is in accordance with the
transfer restrictions set forth in the Indenture and the form of Class B Note.


 


Article III



Trust Certificates and Transfer of Interests


 


Section
3.1            Ownership.


 


The Depositor shall be the sole beneficial owner of
the Trust.


 


Section
3.2            The Certificate.


 


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


 


The Certificate may be in printed or typewritten form
and shall be executed on behalf of the Trust by manual or facsimile signature
of an authorized officer of the Owner Trustee. 
If the Certificate bears the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust, it shall be validly issued and
entitled to the benefits of this Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
authentication and delivery of the Certificate or did not hold such offices at
the date of authentication and delivery of the Certificate.


 


Section 3.3            Authentication
of the Certificate.


 


As of the date hereof, the Owner Trustee shall cause
the Certificate to be executed on behalf of the Trust, authenticated, issued
and delivered upon written order of the Depositor signed by its manager, its
president, any vice president, its secretary or its treasurer, without further
action by the Depositor.  Thereupon,
such Certificate shall be duly authorized, validly issued and entitled to the
benefits of this Agreement.  The
Certificate shall not entitle its holder to any benefit under this Agreement,
or be valid for any purpose, unless there shall appear on such Certificate a
certificate of authentication substantially in the form set forth in Exhibit
A executed by the Owner Trustee or Deutsche Bank Trust Company Americas, as
the Owner Trustee’s authenticating agent, by manual signature, which
authentication shall constitute conclusive evidence that the Certificate is
entitled to the benefits of this Agreement and has been duly authenticated,
duly authorized, validly issued and delivered hereunder.  The Certificate shall be dated the date of
its authentication.


 


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Section 3.4            Registration
of the Certificate.


 


The Certificate Registrar (defined below) shall cause
to be kept, at its Corporate Trust Office (as defined in the Sale and
Allocation Agreement) a register (the “Certificate Register”) in which,
subject to such reasonable regulations as it may prescribe, the Certificate
Registrar shall provide for the registration of the Certificate.  The Indenture Trustee initially shall be the
registrar (the “Certificate Registrar”) for the
purpose of registering the Certificate as herein provided.  The Certificate Registrar shall, promptly
upon request, furnish to the Owner Trustee information regarding the
Certificate Register, including a copy thereof.  Upon any resignation of any Certificate Registrar, the Owner
Trustee shall promptly appoint a successor or, if it elects not to make such an
appointment, assume the duties of Certificate Registrar.


 


Section
3.5            Mutilated, Destroyed, Lost or Stolen
Certificate.


 


(a)           If
(i) a mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of the Certificate, and (ii) there is delivered to the
Certificate Registrar and Owner Trustee (as such and in its individual
capacity) such security or indemnity as may be required by them to hold each of
the Trust, the Certificate Registrar and the Owner Trustee (as such and in its
individual capacity) harmless, then, in the absence of notice to the Trust, the
Certificate Registrar or the Owner Trustee that the Certificate has been
acquired by a protected purchaser, the Owner Trustee shall execute and the
Owner Trustee or Deutsche Bank Trust Company Americas, as the Owner Trustee’s
authenticating agent, shall authenticate and deliver, in exchange for, or in
lieu of, such mutilated, destroyed, lost or stolen Certificate, a replacement
Certificate of like tenor and denomination. 
If, after the delivery of such replacement Certificate, a protected
purchaser of the original Certificate in lieu of which such replacement
Certificate was issued presents for payment such original Certificate, the
Trust shall be entitled to recover such replacement Certificate (or such
payment) from the Person to whom such replacement Certificate was delivered or
any Person taking such replacement Certificate from such Person to whom such
replacement Certificate was delivered or any assignee of such Person, except a
protected purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred
by the Trust or the Owner Trustee (as such or in its individual capacity) in
connection therewith.


 


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


 


(c)           Any
replacement Certificate issued pursuant to this Section 3.5 in
replacement of the mutilated, destroyed, lost or stolen Certificate shall
constitute an original additional contractual obligation of the Trust, whether
or not the mutilated, destroyed, lost or stolen Certificate shall be at any
time enforceable by anyone, and shall be duly authorized, validly issued and
entitled to all the benefits of this Agreement.


 


9

















 


(d)           The
provisions of this Section 3.5 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of any mutilated, destroyed, lost or stolen Certificate.


 


Section 3.6            Appointment
of Paying Agent.


 


The Paying Agent with respect to the Certificate shall
initially be Deutsche Bank Trust Company Americas, and any co-paying agent
chosen by the Owner Trustee.  Deutsche
Bank Trust Company Americas shall be permitted to resign as Paying Agent upon
thirty (30) days’ written notice to the Owner Trustee.  In the event that Deutsche Bank Trust
Company Americas shall no longer be the Paying Agent, the Owner Trustee, with
the consent of the Insurer, shall appoint a successor to act as Paying Agent
(which shall be a bank or trust company). The Paying Agent shall return all
unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such
Paying Agent shall also return all funds in its possession to the Owner Trustee.  The rights, benefits, protections,
privileges and immunities of the Owner Trustee (as such or in its individual
capacity) under this Agreement shall apply to the Owner Trustee also in its
role as Paying Agent, for so long as the Owner Trustee shall act as Paying
Agent and, to the extent applicable, to any other paying agent appointed
hereunder.  Any reference in this
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.


 


Article IV



Actions by Owner Trustee


 


Section 4.1            Prior
Notice with Respect to Certain Matters.


 


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


 


(A)          the initiation of any
claim or lawsuit by the Trust (except claims or lawsuits brought by the
Servicer in connection with the collection of the Contracts) and the settlement
of any action, claim or lawsuit brought by or against the Trust (except with
respect to the aforementioned claims or lawsuits for collection by the Servicer
of the Contracts);


 


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


 


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


 


10

















 


(D)          the appointment pursuant
to the Indenture of a successor Note Registrar, Paying Agent for the Notes or
Indenture Trustee or pursuant to this Agreement of a successor Certificate
Registrar, or the consent to the assignment by the Note Registrar, Paying Agent
for the Notes or Indenture Trustee or Certificate Registrar of its obligations
under the Indenture or this Agreement, as applicable;


 


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


 


(F)           the consent to the
assignment by the Indenture Trustee or Servicer of their respective obligations
under any Transaction Document, unless permitted in the Transaction Documents;


 


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


 


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


 


(I)            cause the Trust to
lend any funds to any entity, unless permitted in this Agreement or the
Transaction Documents;


 


(J)            except as provided in Article
IX hereof, dissolve, terminate or liquidate the Trust in whole or in part;


 


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


 


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


 


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


 


(N)          confess a judgment
against the Trust; or


 


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


 


In addition, the Trust shall not commingle its assets
with those of any other entity.  The
Trust shall maintain its financial and accounting books and records separately
from those of any other entity.  Except
as expressly set forth herein, the Trust shall not pay any indebtedness,
operating expenses or liabilities of any other entity.  The Trust shall maintain appropriate minutes
or other records of all appropriate actions and shall maintain its offices
separate from the offices of the Depositor and the Servicer.  The Trust shall maintain an arms length relationship
with its Affiliates, conduct its own business in its own name and hold itself
out a separate entity from all other Persons.


 


11

















 


Section 4.2            Action by
Depositor with Respect to Certain Matters.


 


The Owner Trustee may not, except upon the occurrence
of an Event of Servicing Termination subsequent to the payment in full of the
Notes and in accordance with the written direction of the Insurer, if an
Insurer Default shall not have occurred and be continuing, or the Depositor
(with the consent of the Insurer, provided that an Insurer Default shall not
have occurred and be continuing) (a) remove the Servicer pursuant to 5.2 of the
Servicing Agreement, (b) appoint a successor Servicer pursuant to 5.2 of the
Servicing Agreement, (c) remove the Administrator pursuant to Section 9 of the
Administration Agreement, (d) appoint a successor Administrator pursuant to
Section 9 of the Administration Agreement or (e) sell the Contracts after the
termination of the Indenture, except as expressly provided in the Transaction
Documents.


 


Section 4.3            Action by
Owner Trustee with Respect to Bankruptcy.


 


(a)           The
Trust shall not, without the prior written consent of the Owner Trustee,
(i) institute any proceedings to adjudicate the Trust as bankrupt or
insolvent, (ii) consent to the institution of bankruptcy or insolvency
proceedings against the Trust, (iii) file a petition seeking or consenting to
reorganization or relief under any applicable federal or state law relating to
bankruptcy with respect to the Trust, (iv) consent to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Trust or a substantial part of its property, (v) make any
assignment for the benefit of the Trust’s creditors, (vi) admit in writing its
inability to pay its debts generally as they become due, or (vii) take any
action in furtherance of any of the foregoing (any of the above foregoing
actions, a “Bankruptcy Action”). 
In considering whether to give or withhold written consent to any
Bankruptcy Action by the Trust, the Owner Trustee, with the consent of the
Depositor (hereby given, which consent the Depositor believes to be in the
Trust’s and its best interests), shall consider the interest of the Noteholders
and the Insurer in addition to the interests of the Trust and whether the Trust
is insolvent.  The Owner Trustee shall
have no duty to give such written consent to Bankruptcy Action by the Trust if
the Owner Trustee shall not have been furnished (at the expense of the Person
that requested that such letter be furnished to the Owner Trustee) a letter
from an independent accounting firm of national reputation stating that in the
opinion of such firm the Trust is then insolvent.


 


The Owner Trustee (as such and in its individual
capacity) shall not be personally liable to any Person on account of the Owner
Trustee’s good faith reliance on the provisions of this Section or in
connection with the Owner Trustee’s giving prior written consent to Bankruptcy
Action by the Trust in accordance herewith, or withholding such consent, in
good faith, and neither the Trust nor the Depositor shall have any claim for
breach of fiduciary duty or otherwise against the Owner Trustee (as such and in
its individual capacity) for giving or withholding its consent to any such
Bankruptcy Action.


 


(b)           The
parties hereto stipulate and agree that the Depositor has no power to commence
any Bankruptcy Action on the part of the Trust or to direct the Owner Trustee
to take any Bankruptcy Action on the part of the Trust.  To the extent permitted by applicable law,
the consent of the Insurer (provided that no Insurer Default has occurred and
is continuing) and the Indenture Trustee shall be obtained prior to taking any
Bankruptcy Action by the Trust.


 


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


 


Section 4.4            Restrictions
on Insurer’s Power.


 


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


 


Article V



Application of Trust Funds; Certain Duties


 


Section 5.1            Establishment
of Depositor Account.


 


Pursuant to Section 3.1(c) of the Sale and Allocation
Agreement, there shall be maintained in the name of the Trust at an Eligible
Institution a segregated trust account designated as the Depositor Account (the
“Depositor
Account”).  The Depositor
Account shall be held in trust for the benefit of the Depositor.  Except as expressly provided in Section
3.1(c) of the Sale and Allocation Agreement, the Depositor Account shall be
under the sole dominion and control of the Depositor.  All monies deposited from time to time in the Depositor Account
pursuant to the Sale and Allocation Agreement shall be applied as provided in
this Agreement.


 


Section 5.2            Application
of Trust Funds.


 


(a)           On
each Payment Date the Paying Agent with respect to the Certificate shall, after
payment of all liabilities of the Trust, including any amounts owing to the
Owner Trustee and the Insurer under the Transaction Documents, distribute all
amounts on deposit in the Depositor Account to the Depositor.


 


In addition, the Paying Agent with respect to the
Certificate shall, after payment of all liabilities of the Trust, including any
amounts owing to the Owner Trustee and the Insurer under the Transaction
Documents, promptly remit to the Depositor any amounts received from the
Indenture Trustee for the benefit of the Depositor in respect of excess amounts
from the Reserve Account pursuant to Section 3.6(d) of the Sale and Allocation
Agreement.


 


(b)           In
the event that any withholding tax is imposed on any payment (or allocations of
income) by the Trust to the Depositor, such tax shall reduce the amount
otherwise distributable to the Depositor in accordance with this Section 5.2.  The Owner Trustee and each Paying Agent with
respect to the Certificate is hereby authorized and directed to retain (as
directed in writing by the Administrator) from amounts otherwise distributable
to the Depositor sufficient funds for the payment of any such withholding tax
that is legally owed by the Trust (but such authorization shall not prevent the
Trust from contesting any such tax in appropriate proceedings, and withholding
payment of such tax, if permitted by law, pending the


 


13

















 


outcome of such
proceedings).  The amount of any
withholding tax imposed with respect to the Depositor shall be treated as cash
distributed to the Depositor at the time it is withheld by the Trust and
remitted to the appropriate taxing authority. 
If there is a possibility that withholding tax is payable with respect
to a distribution, the Owner Trustee or the Paying Agent with respect to the
Certificate may, in its sole discretion, withhold such amounts in accordance
with this Section 5.2.  If the
Depositor wishes to apply for a refund of any such withholding tax, the Owner
Trustee shall reasonably cooperate with the Depositor in making such claim so
long as the Depositor agrees to reimburse the Owner Trustee, as such and in its
individual capacity, for any expenses incurred.


 


Section
5.3            Method of Payment.


 


Subject to Section 9.1(c), distributions
required to be made to the Depositor on any Payment Date shall be made to the
Depositor by wire transfer, in immediately available funds, to the account
(reasonably identified to the Paying Agent in writing) of the Depositor at a
bank or other entity having appropriate facilities therefor.  Notwithstanding the foregoing, the final
distribution in respect of the Certificate (whether on the Final Note Payment
Date or otherwise) will be payable only upon presentation and surrender of the
Certificate at the office of the Paying Agent with respect to the Certificate.


 


Section 5.4            No
Segregation of Monies; No Interest.


 


Subject to Sections 5.1 and 5.2, monies
received by the Owner Trustee hereunder need not be segregated in any manner
except to the extent required by law, the Indenture or the Sale and Allocation
Agreement and may be deposited under such general conditions as may be
prescribed by law, and the Owner Trustee shall not be personally liable for any
interest thereon.


 


Article VI



Authority and Duties of Owner Trustee


 


Section 6.1            General
Authority.


 


The Owner Trustee shall have power and authority and
is hereby authorized and empowered in the name and on behalf of the Trust to
execute and deliver the Transaction Documents to which the Trust is to be a
party and each certificate or other document attached as an exhibit to or
contemplated by the Transaction Documents to which the Trust is to be a party
and any amendment or other agreement, in each case in such form as the
Depositor shall approve, as evidenced conclusively by the Owner Trustee’s
execution thereof and the Depositor’s execution of this Agreement, and to
direct the Indenture Trustee to authenticate and deliver Class A Notes and
Class B Notes in the aggregate principal amount of $139,661,000.00 and
$5,065,890.91, respectively.  In
addition to the foregoing, the Owner Trustee shall have power and authority and
is hereby authorized and empowered in the name and on behalf of the Trust to
take all actions required of or permitted to be taken by the Trust pursuant to
the Transaction Documents.  The Owner
Trustee shall have power and authority and is hereby authorized and empowered
in the name and on behalf of the Trust from time to time to take such


 


14

















 


action on behalf of the Trust as is permitted by the
Transaction Documents and which the Servicer or the Administrator recommends
with respect to the Transaction Documents.


 


Section
6.2            General Duties.


 


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


 


Section 6.3            Action
Upon Instruction.


 


(a)           Subject
to Article IV, and in accordance with the terms of the Transaction
Documents, the Depositor may, by written instruction, direct the Owner Trustee
in the management of the Trust.


 


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


 


(c)           Whenever
the Owner Trustee is unable to decide between alternative courses of action
permitted or required by the terms of this Agreement or any other Transaction
Document, the Owner Trustee shall promptly give notice (in such form as shall
be appropriate under the circumstances) to the Insurer (so long as no Insurer
Default has occurred and is continuing) and the Depositor requesting
instruction as to the course of action to be adopted, and to the extent the
Owner Trustee acts in good faith in accordance with any written instruction of
the Insurer or the Depositor received, the Owner Trustee shall not be
personally liable on account of such action to any Person.  If the Owner Trustee shall not have received
appropriate written instruction within ten (10) days of such notice (or within
such shorter period of time as reasonably may be specified in such notice or
may be necessary under the circumstances) it may, but shall be under no duty
to, take or refrain from taking such action as it shall deem to be in the best
interests of the Depositor and shall have no personal liability to any Person
for such action or inaction.


 


(d)           In
the event the Owner Trustee is unsure as to the application of any provision of
this Agreement or any other Transaction Document or any such provision is
ambiguous as to its application, or is, or appears to be, in conflict with any
other applicable provision, or in the event that this Agreement permits any
determination by the Owner Trustee or


 


15

















 


is silent or is
incomplete as to the course of action that the Owner Trustee is required or
permitted to take with respect to a particular set of facts, the Owner Trustee
may give notice (in such form as shall be appropriate under the circumstances)
to the Insurer (so long as no Insurer Default has occurred and is continuing)
and the Depositor requesting instruction and, to the extent that the Owner
Trustee acts or refrains from acting in good faith in accordance with any such
instruction received, the Owner Trustee shall not be personally liable, on
account of such action or inaction, to any Person.  If the Owner Trustee shall not have received appropriate
instruction within ten (10) days of such notice (or within such shorter period
of time as reasonably may be specified in such notice or may be necessary under
the circumstances) it may, but shall be under no duty to, take or refrain from
taking such action as it shall deem to be in the best interests of the
Depositor and shall have no personal liability to any Person for such action or
inaction.


 


Section 6.4            No Duties
Except as Specified in this Agreement or in Instructions.


 


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


 


Section 6.5            No Action
Except Under Specified Documents or Instructions.


 


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


 


Section
6.6            Restrictions.


 


The Owner Trustee shall not take any action (a) that
is inconsistent with the purposes of the Trust set forth in Section 2.3
or (b) that, to the actual knowledge of the Owner Trustee, would (i) adversely
affect the treatment of the Class A Notes as indebtedness for federal income or
income or franchise tax purposes of any Applicable Tax State, (ii) be deemed to
cause a taxable


 


16

















 


exchange of the Class A Notes for federal income or
income or franchise tax purposes of any Applicable Tax State or (iii) cause the
Trust or any portion thereof to be taxable as an association or publicly traded
partnership taxable as a corporation for federal income or income or franchise
tax purposes of Applicable Tax State.


 


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


 


Article VII



Regarding The Owner Trustee


 


Section 7.1            Acceptance
of Trusts and Duties.


 


The Owner Trustee accepts the trusts hereby created
and agrees to perform the duties expressly required to be performed by the
Owner Trustee hereunder.  The Owner
Trustee also agrees to disburse all monies actually received by it constituting
part of the Owner Trust Estate upon the terms of this Agreement and the other
Transaction Documents to which the Trust is a party.  The Owner Trustee shall not be personally answerable or
accountable hereunder or under any other Transaction Document under any
circumstances, except for liability to the Trust and the Depositor (a) for its
own willful misconduct, bad faith or gross negligence or (b) in the case of the
breach of any representation or warranty contained in Section 7.3
expressly made by the Owner Trustee in its individual capacity.  In particular, but not by way of limitation
(and subject to the exceptions set forth in the preceding sentence):


 


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


 


(ii)           the
Owner Trustee shall not be personally liable with respect to any action taken
or omitted to be taken in good faith by it in accordance with the provisions of
this Agreement at the instructions of the Indenture Trustee, the Insurer, the
Depositor, the Administrator or the Servicer or other instructions given in
accordance with this Agreement or any other Transaction Document;


 


(iii)          no provision of this Agreement or any other
Transaction Document shall require the Owner Trustee to expend or risk its own
funds or otherwise incur personal financial liability in the performance of any
of its duties or in the exercise of any of its rights or powers hereunder or
under any other Transaction Document if the Owner Trustee shall have reasonable
grounds to believe that repayment of such funds or indemnity satisfactory to it
in its individual capacity against such risk or liability is not reasonably
assured or provided to it in its individual capacity;


 


(iv)          under
no circumstances shall the Owner Trustee be personally liable for indebtedness
evidenced by or arising under any of the Transaction Documents, the
Certificate, the Notes or other indebtedness of the Trust, including the
principal of and interest on the Notes;


 


17

















 


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


 


(vi)          the
Owner Trustee shall not be personally liable for the default or misconduct of
the Servicer, the Administrator, the Depositor, the Indenture Trustee or any
other Person under any of the Transaction Documents or otherwise, and the Owner
Trustee shall have no duty to monitor or supervise any other trustee hereunder,
if any, the Certificate Registrar (if other than the Owner Trustee), the
Administrator, the Paying Agent with respect to the Certificate (if other than
the Owner Trustee), any agent or independent contractor of the Trust, any
delegatee of any trustee or any other Person and the Owner Trustee (as such in
its individual capacity) shall have no obligation or liability to perform the
obligations of the Trust under this Agreement or the other Transaction
Documents that are not expressly required to be performed by the Owner Trustee
or that are required to be performed by the Administrator under the
Administration Agreement, the Servicer under the Sale and Allocation Agreement
or the Indenture Trustee under the Indenture;


 


(vii)         the Owner Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this Agreement or any
other Transaction Document or to institute, conduct or defend any litigation
under this Agreement or otherwise or in relation to this Agreement or any other
Transaction Document at the request, order or direction of the Depositor or
otherwise, unless the Owner Trustee (as such and in its individual capacity)
has been offered security or indemnity satisfactory to it against the costs,
expenses and liabilities that may be incurred by the Owner Trustee therein or
thereby.  The right of the Owner Trustee
to perform any discretionary act enumerated in this Agreement or any other
Transaction Document shall not be construed as a duty, and the Owner Trustee
shall not be answerable or liable in its individual capacity except to the
Trust or the Depositor for its own willful misconduct, bad faith or gross
negligence in the performance of any such act;


 


(viii)        under no circumstances shall the Owner Trustee
be personally liable for any representation, warranty, covenant, agreement or
indebtedness of the Trust; and


 


(ix)           in
any capacity in which it may act (or refrain from acting) pursuant to this
Agreement or the other Transaction Documents, the Owner Trustee (as such and in
its individual capacity) shall be entitled to the benefits of the Trust
Agreement.


 


Section 7.2            Furnishing
of Documents.


 


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


 


18

















 


Section 7.3            Representations
and Warranties.


 


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


 


(a)           it
is a banking corporation duly organized and validly existing in good standing
under the laws of the State of Delaware and has all requisite corporate power
and authority to execute, deliver and perform its obligations under this
Agreement;


 


(b)           it
has taken all necessary action to authorize the execution and delivery by it of
this Agreement, and this Agreement will be executed and delivered by one of its
officers who is duly authorized to execute and deliver this Agreement on its
behalf; and


 


(c)           neither
the execution nor the delivery by it of this Agreement, nor the consummation by
it of the transactions contemplated hereby nor compliance by it with any of the
terms or provisions hereof will constitute any default under its charter
documents or by-laws or any indenture, mortgage, contract, agreement or
instrument to which it is a party or by which any of its properties may be
bound.


 


Section 7.4            Reliance;
Advice of Counsel.


 


(a)           The
Owner Trustee may rely upon, shall be fully protected in relying upon, and
shall incur no personal liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper believed by it to be genuine and
believed by it to be signed by an appropriate Person.  The Owner Trustee may conclusively rely (and shall be fully
protected in relying) upon an Opinion of Counsel.  The Owner Trustee may accept a certified copy of a resolution of
the board of directors or other governing body of any Person as conclusive
evidence that such resolution has been duly adopted by such body and that the
same is in full force and effect.  As to
any fact or matter the method of the determination of which is not specifically
prescribed herein, the Owner Trustee may for all purposes hereof rely on a
certificate, signed by the president or any vice president or by the treasurer
or other authorized officer of an appropriate Person, as to such fact or matter
and such certificate shall constitute full protection to the Owner Trustee (as
such and in its individual capacity) for any action taken or omitted to be
taken by it in good faith in reliance thereon.


 


(b)           In
the exercise or administration of the trusts hereunder and in the performance
of its duties and obligations under this Agreement or the other Transactions
Documents, the Owner Trustee (i) may act directly or through its agents or
attorneys pursuant to agreements entered into with any of them, and the Owner
Trustee shall not be personally liable for the conduct or misconduct of such
agents or attorneys if such agents or attorneys shall have been selected by the
Owner Trustee with reasonable care and (ii) may consult with counsel,
accountants and other skilled Persons to be selected with reasonable care and
employed by it.  The Owner Trustee shall
not be personally liable for anything done, suffered or omitted in good faith
by it in accordance with the written opinion or advice of any such counsel,
accountants or other such Persons.


 


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Section 7.5            Not
Acting in Individual Capacity.


 


Except as provided in this Article VII, in
accepting the trusts hereby created, Deutsche Bank Trust Company Delaware, acts
solely as Owner Trustee hereunder and not in its individual capacity, and all
Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Agreement or any other Transaction Document
shall look only to the Owner Trust Estate for payment or satisfaction thereof.


 


Section 7.6            Owner
Trustee Not Liable for Contracts.


 


The recitals contained herein and in the Certificate
(other than the signature and countersignature of the Owner Trustee on the
Certificate) shall be taken as the statements of the Depositor, and the Owner
Trustee assumes no personal responsibility for the correctness thereof.  The Owner Trustee (as such or in its
individual capacity) makes no representations as to the validity or sufficiency
of this Agreement, any other Transaction Document or the Certificate (other
than the signature and countersignature of the Owner Trustee on the
Certificate) or the Notes, or of any Contract or related documents.  The Owner Trustee shall at no time have any
responsibility or personal liability for or with respect to the legality,
validity and enforceability of any Contract, or the perfection and priority of
any security interest created by any Contract in any Financed Vehicle or the
maintenance of any such perfection and priority, or for or with respect to the
sufficiency of the Owner Trust Estate or its ability to generate the payments
to be distributed to the Depositor under this Agreement or the Noteholders
under the Indenture, including, without limitation, the existence, condition
and ownership of any Financed Vehicle, the existence and enforceability of any
insurance thereon, the existence and contents of any Contract on any computer
or other record thereof, the validity of the assignment of any Contract to the
Trust or any intervening assignment, the completeness of any Contract, the
performance or enforcement of any Contract, the compliance by the Depositor or
the Servicer with any warranty or representation made under any Transaction
Document or in any related document, or the accuracy of any such warranty or
representation or any action of the Indenture Trustee, the Administrator or the
Servicer or any subservicer or any other Person taken in the name of the Owner
Trustee.


 


Section 7.7            Owner
Trustee May Own Notes.


 


The Owner Trustee, in its individual or any other capacity,
may become the owner or pledgee of Notes and may deal with the Depositor, the
Servicer, the Administrator and the Indenture Trustee in banking transactions
with the same rights as it would have if it were not Owner Trustee.


 


Article VIII



Compensation of Owner Trustee


 


Section 8.1            Owner
Trustee’s Fees and Expenses.


 


The Owner Trustee in its individual capacity shall
receive as compensation for its services hereunder the Owner Trustee Fee, in
accordance with the priorities set forth in Section 3.5(d) of the Sale and
Allocation Agreement, and the Owner Trustee shall be reimbursed in its


 


20

















 


individual capacity by the Issuer in accordance with
the priorities set forth in Section 3.5(d) of the Sale and Allocation Agreement
and in accordance with the terms of the Owner Trustee Fee Letter for its other
reasonable expenses hereunder, including the reasonable compensation, expenses
and disbursements of such agents, representatives, experts and counsel as the
Owner Trustee may employ in connection with the exercise and performance of its
rights, powers, authorities and duties.


 


Section
8.2            Indemnification.


 


(a)           To
the extent not paid by the Trust in accordance with Section 3.5(d) of the Sale
and Allocation Agreement, the Depositor shall be liable for, and shall
indemnify, from funds available to it pursuant to Section 3.5(d)(xii) of the
Sale and Allocation Agreement, each of (i) the Owner Trustee in its individual
capacity and its successors, assigns, directors, officers, employees, agents
and servants and (ii) Deutsche Bank Trust Company Americas and its successors,
assigns, directors, officers, employees, agents and servants (collectively, the
“Indemnified
Parties”) from and against, any and all liabilities, obligations,
losses, damages, taxes, claims, actions and suits, and any and all reasonable
costs, expenses and disbursements (including reasonable legal fees and
expenses) of any kind and nature whatsoever (collectively, “Expenses”)
which may at any time be imposed on, incurred by, or asserted against the Owner
Trustee in its individual capacity, Deutsche Bank Trust Company Americas or any
other Indemnified Party in any way relating to or arising out of this
Agreement, the other Transaction Documents, the Owner Trust Estate, the
administration of the Owner Trust Estate or the action or inaction of the Owner
Trustee hereunder; provided, however, that the Depositor shall
not be liable for or required to indemnify an Indemnified Party from and
against Expenses arising or resulting from any of the matters described in clauses
(a) and (b) of the third sentence of Section 7.1.  None of the Owner Trustee, Deutsche Bank
Trust Company Americas nor the Depositor will in any event be entitled to make
any claim upon the Trust Property for the payment or reimbursement of any
Expenses except in accordance with the Transaction Documents.  The indemnities contained in this Section
8.2 and the other benefits, protections and immunities of the Owner Trustee
(as such and in its individual capacity) and Deutsche Bank Trust Company
Americas under this Agreement shall survive the resignation or removal of the
Owner Trustee and the termination of this Agreement.


 


(b)           Any
obligations of the Depositor under this Agreement are obligations solely of the
Depositor and will not constitute a claim against the Depositor to the extent
that the Depositor does not have funds sufficient to make payment of such
obligations.  In furtherance of and not
in derogation of the foregoing, each of the Owner Trustee and Deutsche Bank
Trust Company Americas, by entering into or accepting this Agreement,
acknowledges and agrees that it has no right, title or interest in or to the
Other Assets of the Depositor.  To the extent
that, notwithstanding the agreements and provisions contained in the preceding
sentence, either the Owner Trustee or Deutsche Bank Trust Company Americas
either (i) asserts an interest or claim to, or benefit from, Other Assets, or
(ii) is deemed to have any such interest, claim to, or benefit in or from Other
Assets, whether by operation of law, legal process, pursuant to applicable
provisions of insolvency laws or otherwise (including by virtue of Section
1111(b) of the Bankruptcy Code or any successor provision having similar effect
under the Bankruptcy Code), then each of the Owner Trustee and Deutsche Bank
Trust Company Americas further acknowledges and agrees that any such interest,
claim or benefit in or from Other Assets is and


 


21

















 


will be expressly
subordinated to the indefeasible payment in full, which, under the terms of the
relevant documents relating to the securitization or conveyance of such Other
Assets, are entitled to be paid from, entitled to the benefits of, or otherwise
secured by such Other Assets (whether or not any such entitlement or security
interest is legally perfected or otherwise entitled to a priority of
distributions or application under applicable law, including insolvency laws,
and whether or not asserted against the Depositor), including the payment of
post-petition interest on such other obligations and liabilities.  This subordination agreement will be deemed
a subordination agreement within the meaning of Section 510(a) of the
Bankruptcy Code.  Each of the Owner
Trustee and Deutsche Bank Trust Company Americas further acknowledges and
agrees that no adequate remedy at law exists for a breach of this Section 8.2(b) and the terms of this Section
8.2(b)  may be enforced by an action for specific
performance.  The provisions of this Section
8.2(b) will be for the third party benefit of those entitled to rely
thereon and will survive the termination of this Agreement.


 


Section 8.3            Payments
to the Owner Trustee.


 


Any amounts paid to the Owner Trustee in its
individual capacity or Deutsche Bank Trust Company Americas pursuant to this Article
VIII shall be deemed not to be a part of the Owner Trust Estate immediately
after such payment.


 


Article
IX



Termination


 


Section 9.1            Termination
of Trust Agreement.


 


(a)           The
Trust shall dissolve at the earlier of (i) the payment to the Noteholders, the
Depositor and the Insurer of all amounts required to be paid to them pursuant
to the terms of the Indenture, the Sale and Allocation Agreement, the Insurance
Agreement and Article V herein or (ii) the Payment Date next succeeding
the month which is one year after the maturity or other liquidation of the last
Contract and the disposition of any amounts received upon liquidation of any
property remaining in the Trust; provided, however, in each case,
that the Policy shall have been terminated in accordance with its terms and
returned to the Insurer for cancellation. 
The bankruptcy, liquidation, dissolution, death or incapacity of the
Depositor shall not operate to terminate or dissolve this Agreement or the
Trust, entitle the Depositor’s legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or
winding up of all or any part of the Trust or Owner Trust Estate or otherwise
affect the rights, obligations and liabilities of the parties hereto.


 


(b)           The
Depositor shall not be entitled to revoke or terminate the Trust.


 


(c)           Notice
of any dissolution of the Trust, specifying the Payment Date upon which the
Depositor shall surrender the Certificate to the Paying Agent with respect to
the Certificate for payment of the final distribution and cancellation, shall
be given by the Owner Trustee by letter to the Depositor mailed within five (5)
Business Days of receipt by the Owner Trustee of written notice of such
dissolution from the Servicer, stating (i) the Payment Date upon


 


22

















 


or with respect to
which final payment of the Certificate shall be made upon presentation and
surrender of the Certificate at the office of the Paying Agent therein
specified, (ii) the amount of any such final payment and (iii) that the Record
Date otherwise applicable to such Payment Date is not applicable, payments
being made only upon presentation and surrender of the Certificate at the
office of the Paying Agent therein specified. 
The Owner Trustee shall give such notice to the Certificate Registrar
(if other than the Owner Trustee) and the Paying Agent with respect to the
Certificate at the time such notice is given to the Depositor.  Upon presentation and surrender of the
Certificate, the Paying Agent with respect to the Certificate shall cause to be
distributed to the Depositor amounts distributable on such Payment Date
pursuant to Section 5.2.  In the
event that the Depositor shall not surrender the Certificate for cancellation
within six (6) months after the date specified in the above mentioned written
notice, the Owner Trustee shall give a second written notice to the Depositor
to surrender the Certificate for cancellation and receive the final
distribution with respect thereto.  If
within one year after the second notice the Certificate shall not have been
surrendered for cancellation, the Owner Trustee may take appropriate steps, or
may appoint an agent to take appropriate steps, to contact the Depositor
concerning surrender of the Certificate and the cost thereof shall be paid out
of the funds and other assets that shall remain subject to this Agreement.  Subject to applicable escheat laws, any
funds remaining in the Trust after exhaustion of such remedies shall be
distributed by the Paying Agent with respect to the Certificate to the
Depositor.


 


(d)           Upon
the completion of the winding up of the Trust, the Owner Trustee, at the
written direction of the Administrator, shall cause the Certificate of Trust to
be canceled by filing a certificate of cancellation with the Secretary of State
in accordance with the provisions of Section 3810 of the Statutory Trust Act,
and thereupon, this Agreement shall terminate.


 


Section 9.2            Notification
Regarding Bankruptcy of the Depositor.


 


Promptly after the occurrence of any Insolvency Event
with respect to the Depositor, (a) the Depositor shall give the Owner
Trustee, the Indenture Trustee and the Insurer written notice of such
Insolvency Event, (b) the Owner Trustee shall, upon receipt of such written
notice from the Depositor, give prompt written notice to the Indenture Trustee
of the occurrence of such event and (c) the Indenture Trustee shall, upon
receipt of such written notice from the Depositor or the Owner Trustee, give
prompt written notice to the Noteholders of the occurrence of such event.


 


Article X



Successor Owner Trustees and Additional Owner Trustees


 


Section 10.1         Eligibility
Requirements for Owner Trustee.


 


The Owner Trustee shall at all times (a) be a Person
satisfying the provisions of Section 3807(a) of the Statutory Trust Act, (b) be
authorized to exercise corporate trust powers, (c) have a combined capital,
surplus and undivided profits of at least $50,000,000 and be subject to
supervision or examination by federal or state authorities and (d) have (or
have a parent that has) a long-term debt rating of investment grade by each of
the Rating Agencies or otherwise be


 


23

















 


acceptable to each of the Rating Agencies and the
Insurer (provided that no Insurer Default shall have occurred and be
continuing).  If such Person shall
publish reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purpose of this Section 10.1 the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published.  If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of this Section 10.1, the Owner Trustee
shall resign immediately in the manner and with the effect specified in Section
10.2.


 


Section 10.2         Resignation
or Removal of Owner Trustee.


 


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


 


If at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of Section 10.1 and shall
fail to resign after written request therefor by the Administrator, or if at
any time the Owner Trustee shall be legally unable to act, or shall be adjudged
bankrupt or insolvent, or a receiver of the Owner Trustee or of its property
shall be appointed, or any public officer shall take charge or control of the
Owner Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Administrator may remove the Owner
Trustee.  If the Administrator shall
remove the Owner Trustee under the authority of the immediately preceding
sentence, the Administrator shall promptly appoint a successor Owner Trustee,
with the consent of the Insurer, by written instrument, in duplicate, one copy
of which instrument shall be delivered to the removed Owner Trustee and one
copy to the successor Owner Trustee.


 


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


 


Section 10.3         Successor
Owner Trustee.


 


Any successor Owner Trustee appointed pursuant to Section
10.2 shall execute, acknowledge and deliver to the Administrator and to its
predecessor Owner Trustee an


 


24

















 


instrument accepting such appointment under this
Agreement, and thereupon the resignation or removal of the predecessor Owner
Trustee shall become effective and such successor Owner Trustee, without any
further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor under this Agreement, with
like effect as if originally named as Owner Trustee.  The predecessor Owner Trustee shall, upon payment of amounts
owing to it in its individual capacity, deliver to the successor Owner Trustee
all documents, statements and monies held by it under this Agreement, and the
Administrator and the predecessor Owner Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully
and certainly vesting and confirming in the successor Owner Trustee all such
rights, powers, duties and obligations.


 


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


 


Any successor Owner Trustee appointed pursuant to this
Section 10.3 shall file an amendment to the Certificate of Trust with
the Secretary of State reflecting the name and principal place of business of
such successor in the State of Delaware.


 


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


 


Section 10.4         Merger or
Consolidation of Owner Trustee.


 


(a)           If
the Owner Trustee consolidates with, merges or converts into, or transfers all
or substantially all its corporate trust business or assets to, another Person,
the resulting, surviving or transferee Person without any further act shall be
the successor Owner Trustee; provided, however, that such Person
must be otherwise qualified and eligible under Section 10.1.  The Owner Trustee shall provide the Rating Agencies
with prior written notice of any such transaction.


 


(b)           If
at the time such successor or successors by consolidation, merger or conversion
to the Owner Trustee shall succeed to the trusts created by this Agreement a
Certificate shall have been authenticated but not delivered, any such successor
to the Owner Trustee may adopt the certificate of authentication of any
predecessor trustee and deliver the Certificate so authenticated, and in case
at that time the Certificate shall not have been authenticated, such successor
to the Owner Trustee may authenticate the Certificate either in the name of any
predecessor trustee or in the name of the successor to the Owner Trustee.  In all such cases such certificate shall
have the full force which the Certificate or this Agreement provide that the
certificate of the Owner Trustee shall have.


 


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Section 10.5         Appointment
of Co-Trustee or Separate Trustee.


 


(a)           Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirement of any jurisdiction in which any part of the Owner Trust
Estate or any Financed Vehicle may at the time be located, the Administrator
and the Owner Trustee acting jointly shall have the power and authority (with
the consent of the Insurer, provided that no Insurer Default shall have
occurred and be continuing) and may execute and deliver an instrument to
appoint one or more Persons approved by the Owner Trustee to act as co-trustee
or co-trustees, jointly with the Owner Trustee, or separate trustee or separate
trustees, of all or any part of the Owner Trust Estate, and to vest in such
Person or Persons, in such capacity and for the benefit of the Depositor, such
title to the Owner Trust Estate, or any part thereof, and, subject to the other
provisions of this Section 10.5, such powers, authority, duties,
obligations, rights and trusts as the Administrator and the Owner Trustee may
consider necessary or desirable.  If the
Administrator shall not have joined in such appointment within fifteen (15)
days after the receipt by it of a request so to do, the Owner Trustee alone
shall have the power to make such appointment. 
No co-trustee or separate trustee under this Agreement shall be required
to meet the terms of eligibility as a successor trustee under Section 10.1
and no notice of the appointment of any co-trustee or separate trustee shall be
required under Section 10.3.


 


(b)           Each
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and conditions:


 


(i)            all
rights, powers, duties and obligations conferred or imposed upon the Owner
Trustee shall be conferred or imposed upon and exercised or performed by the
Owner Trustee and such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee shall not be authorized to
act separately without the Owner Trustee joining in such act), except to the
extent that under any law of any jurisdiction in which any particular act or
acts are to be performed the Owner Trustee shall be incompetent or unqualified
to perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Owner Trust Estate or any
portion thereof in any such jurisdiction) shall be exercised and performed
singly by such separate trustee or co-trustee, but solely at the direction of
the Owner Trustee;


 


(ii)           no
trustee under this Agreement shall be personally liable by reason of any act or
omission of any other trustee under this Agreement; and


 


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


 


(c)           Any
notice, request or other writing given to the Owner Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees as
effectively as if given to each of them. 
Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article X.  Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Owner Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement,


 


26

















 


specifically
including every provision of this Agreement relating to the conduct of,
affecting the liability of, or affording protection to, the Owner Trustee.  Each such instrument shall be filed with the
Owner Trustee and a copy thereof given to the Administrator.


 


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


 


Article
XI



Miscellaneous


 


Section 11.1         Supplements
and Amendments.


 


(a)           This
Agreement may be amended from time to time by the Depositor and the Owner
Trustee in its individual capacity, with prior written notice to the Rating
Agencies and the Insurer, without the consent of any of the Noteholders, and with
the prior written consent of the Insurer (if no Insurer Default shall have
occurred and be continuing) to cure any ambiguity, to correct or supplement any
provision herein that may be inconsistent with any other provision herein or in
the offering document used in connection with the initial sale of the Notes or
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions in this Agreement; provided, however,
that (i) such action shall not, as evidenced by an Opinion of Counsel
satisfactory to the Owner Trustee and the Indenture Trustee, adversely affect
in any material respect the interests of any Noteholder and (ii) an Opinion of
Counsel shall be furnished to the Owner Trustee and the Indenture Trustee to the
effect that such amendment (A) will not materially adversely affect the federal
or any Applicable Tax State income or franchise taxation of any outstanding
Note or any Noteholder and (B) will not cause the Trust to be taxable as a
corporation for federal or any Applicable Tax State income or franchise tax
purposes.


 


(b)           This
Agreement may be amended from time to time by the Depositor and the Owner
Trustee in its individual capacity, with prior written notice to the Rating
Agencies and the Insurer, with the prior written consent of the Insurer (if no
Insurer Default shall have occurred and be continuing) and with the consent of
the Holders (as defined in the Indenture) of Class A Notes evidencing not less
than 51% of the Class A Note Balance, for the purpose of adding any provisions
to, or changing in any manner or eliminating any of the provisions of, this
Agreement or modifying in any manner the rights of the Noteholders; provided,
however, that, subject to the express rights of the Insurer under the
Transaction Documents, no such amendment shall (i) increase or reduce in
any manner the amount of, or accelerate or delay the timing of, or change the
allocation or priority of, collections of payments on the Contracts or
distributions that are required to be made on any Note, or change the Class A
Note Rate, or (ii) reduce the aforesaid percentage of the Class A Note Balance
required to consent to any such amendment, without the consent of all the
Noteholders affected thereby or


 


27

















 


(iii) adversely
affect the ratings of the Class A Notes by the Rating Agencies (without giving
effect to the Policy) without the consent of the Holders (as defined in the
Indenture) of Class A Notes evidencing not less than 66 2/3% of the aggregate
principal amount of the then outstanding Notes; and, provided  further,
that (A) such action shall not, as evidenced by an Opinion of Counsel
satisfactory to the Owner Trustee, the Insurer and the Indenture Trustee,
adversely affect in any material respect the interests of any Noteholder and
(B) an Opinion of Counsel shall be furnished to the Indenture Trustee, the
Insurer and the Owner Trustee to the effect that such amendment (1) will not
materially adversely affect the federal or any Applicable Tax State income or
franchise taxation of any outstanding Note or any Noteholder and (2) will not
cause the Trust to be taxable as a corporation for federal or any Applicable
Tax State income or franchise tax purposes.


 


(c)           Promptly
after the execution of any such amendment or consent, the Owner Trustee shall
furnish, at the expense of the Depositor, written notification of the substance
of such amendment or consent to the Indenture Trustee and each of the Rating
Agencies.


 


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


 


(e)           Promptly
after the execution of any amendment to the Certificate of Trust, the Owner
Trustee shall file such amendment or cause such amendment to be filed with the
Secretary of State.


 


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


 


(g)           Prior
to the execution of any amendment to this Agreement or any amendment to any
other agreement to which the Trust is a party, the Owner Trustee shall be
entitled to receive and shall be fully protected in relying upon an Opinion of
Counsel stating that the execution of such amendment is authorized or permitted
by this Agreement and that all conditions precedent in this Agreement to the
execution and delivery of such amendment have been satisfied.  Notwithstanding any other provision herein
or elsewhere, no amendment, supplement, waiver or consent of or with respect to
any other Transaction Document that affects any right, power, authority, duty,
benefit, protection, privilege, immunity or indemnity of the Owner Trustee (as
such or in its individual capacity) shall be binding on the Owner Trustee (as
such or in its individual capacity) unless the Owner Trustee (as such and in
its individual capacity) shall have expressly consented thereto in writing.


 


28

















 


Section 11.2         No Legal
Title to Owner Trust Estate in the Depositor.


 


The Depositor shall not have legal title to any part
of the Owner Trust Estate.  The
Depositor shall be entitled to receive distributions with respect to its
undivided beneficial interest therein only in accordance with Articles V
and IX.  No transfer, by operation
of law or otherwise, of any right, title or interest of the Depositor in and to
its beneficial interest in the Owner Trust Estate shall operate to terminate or
dissolve this Agreement, the Trust, or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part
of the Owner Trust Estate.


 


Section 11.3         Limitation
on Rights of Others.


 


The provisions of this Agreement are solely for the
benefit of the Owner Trustee (as such and in its individual capacity), the
Insurer, the Depositor, the Administrator, the Servicer, the Indemnified
Parties and, to the extent expressly provided herein, the Indenture Trustee and
the Noteholders, and nothing in this Agreement or the Certificate, whether
express or implied, shall be construed to give to any other Person any legal or
equitable right, remedy or claim in the Owner Trust Estate or under or in
respect of this Agreement or any covenants, conditions or provisions contained
herein.


 


Section
11.4         Notices.


 


All demands, requests, directions, instructions,
notices and other communications under this Agreement shall be in writing,
personally delivered, sent by telecopier, overnight courier or mailed by
certified mail, return receipt requested, and shall be deemed to have been duly
given upon receipt 1. in the case of the Owner Trustee, at the Corporate Trust
Office, with a copy to Deutsche Bank Trust Company Americas, 60 Wall Street, 26th
Floor, New York, New York 10005, Attention: 
Structured Finance Services 2. in the case of the Depositor, at the
following address: 675 Bering Drive, Suite 710, Houston, Texas 77057, 3. in the
case of the Indenture Trustee, at the following address: Sixth Street and
Marquette Avenue MAC N9311-161, Minneapolis, Minnesota 55479, Attention:
Corporate Trust Services - Asset-Backed Administration, 4. in the case of
Moody’s, at the following address: Moody’s Investors Service, Inc., ABS
Monitoring Department, 99 Church Street, New York, New York 10007, 5. in the
case of S&P, at the following address: Standard & Poor’s Ratings
Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, 43rd
Floor, New York, New York 10041, Attention: Asset Backed Surveillance
Department, and 6. in the case of the Insurer, at the following address: MBIA
Insurance Corporation, 113 King Street, Armonk, New York 10504, Attention:
Insured Portfolio Management, Structured Finance.


 


Section
11.5         Severability.


 


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


 


29

















 


Section 11.6         Separate
Counterparts.


 


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


 


Section 11.7         Successors
and Assigns.


 


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


 


Section 11.8         Covenants
of the Depositor.


 


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


 


Section
11.9         No Petition.


 


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


 


Section 11.10               Headings.


 


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


 


Section 11.11               Governing
Law.


 


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


 


Section 11.12               Amendment of Trust Agreement.


 


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


 


30

















 


Section 11.13               Owner Trustee Presumption.


 


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


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


31

















 


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


 


	
   

  	
  FIRST INVESTORS
  AUTO FUNDING CORPORATION,

  
	
   

  	
  as Depositor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK
  TRUST COMPANY DELAWARE,

  
	
   

  	
  as Owner Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


Exhibit
A

Form of Certificate


 


THIS CERTIFICATE
OR ANY INTEREST HEREIN MAY NOT BE TRANSFERRED,

ASSIGNED, EXCHANGED OR CONVEYED


 


FIRST INVESTORS
AUTO OWNER TRUST 2003-A


 


CERTIFICATE


 


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


 


(This Certificate does not represent an interest in or
obligation of, First Investors Auto Funding Corporation, Deutsche Bank Trust
Company Delaware, First Investors Financial Services, Inc. or any of their
respective affiliates, except to the extent described below.)


 


THIS CERTIFIES THAT First Investors Auto Funding
Corporation is the registered owner of a beneficial interest in First Investors
Auto Owner Trust 2003-A (the “Trust”) formed by First Investors Auto
Funding Corporation, a Delaware company (the “Depositor”).


 


The Trust was created pursuant to an initial Trust
Agreement, dated as of November 12, 2003 as amended by the Amended and Restated
Trust Agreement (as further amended, supplemented or otherwise modified and in
effect from time to time, the “Trust  Agreement”), by and
between the Depositor and Deutsche Bank Trust Company Delaware, as owner
trustee (the “Owner Trustee”), a summary of certain of the pertinent
provisions of which is set forth below. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them in
the Trust Agreement or the Sale and Allocation Agreement, dated as of November
20, 2003 (as amended, supplemented or otherwise modified and in effect from
time to time, the “Sale and Allocation Agreement”), by
and among the Trust, the Indenture Trustee, the Depositor and First Investors
Servicing Corporation, as servicer (the “Servicer”), as applicable.


 


This certificate is the Certificate referred to in the
Trust Agreement.  This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Trust Agreement, to which Trust Agreement the Depositor, by virtue of the
acceptance hereof, assents and by which the Depositor is bound. The property of
the Trust includes: (i) the Contracts; (ii) all amounts received on or in
respect of the Contracts after the applicable Cutoff Date (except interest
received which is accrued prior to the Cutoff Date); (iii) the Collection
Account, the Reserve Account, the Prefunding Account, the Class A Note Payment
Account and the Class B Note Payment Account and all amounts, securities,
financial assets, investments and other property deposited in or credited to
any of the foregoing and all proceeds thereof; (iv) the security interests in
the Financed Vehicles; (v) all proceeds from claims on or refunds of premiums
with respect to physical damage, theft, credit life and credit disability
insurance policies and extended warranties relating to the Financed Vehicles or
the related Obligors; (vi) any Liquidation


 


A-1

















 


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


 


Under the Trust Agreement, there will be distributed
on the twentieth day of each month or, if such twentieth day is not a Business
Day, the next Business Day (each, a “Payment Date”), commencing on December
22, 2003, to the Depositor such amount to be distributed to the Depositor in
accordance with the Sale and Allocation Agreement on such Payment Date.
Notwithstanding the foregoing, following the occurrence and during the
continuation of an Event of Default under the Indenture which has resulted in
an acceleration of the Notes or following certain events of insolvency with
respect to the Depositor, no distributions will be made on the Certificate
until all the Notes have been paid in full.


 


THE HOLDER OF THIS CERTIFICATE ACKNOWLEDGES AND AGREES
THAT ITS RIGHTS TO RECEIVE DISTRIBUTIONS IN RESPECT OF THIS CERTIFICATE ARE
SUBORDINATED TO THE RIGHTS OF THE NOTEHOLDERS AS DESCRIBED IN THE SALE AND
ALLOCATION AGREEMENT AND THE TRUST AGREEMENT.


 


It is the intent of the Depositor and the Servicer
that, for purposes of federal income, state and local income tax and any other
income taxes, the Trust will not be treated as an association or publicly
traded partnership taxable as a corporation. 
The Depositor by acceptance of its interest in the Certificate agrees to
such treatment and agrees to take no action inconsistent with such treatment.


 


The Depositor, by its acceptance of this Certificate
or any beneficial interest therein, covenants and agrees and shall be deemed to
covenant and agree that the Depositor will not at any time institute against or
knowingly or intentionally cooperate or encourage any other Person in
instituting against the Trust, or join in any institution against the Trust,
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes, the Trust Agreement or any of the other Transaction Documents (as
defined in the Trust Agreement).


 


Distributions on this Certificate will be made as
provided in the Trust Agreement by the Paying Agent by wire transfer or check
mailed to the Depositor without the presentation or


 


A-2

















 


surrender of this Certificate or the making of any
notation hereon.  Except as otherwise
provided in the Trust Agreement and notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Owner
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency maintained for the
purpose by the Paying Agent.


 


Unless the certificate of authentication hereon shall
have been executed by an authorized officer of the Owner Trustee, or its
authenticating agent by manual signature, this Certificate shall not entitle
the Depositor to any benefit under the Trust Agreement or the Sale and
Allocation Agreement or be valid for any purpose.


 


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


 


A-3

















 


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


 


	
   

  	
  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:

  
					



 


 


OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is the
Certificate referred to in the within-mentioned Trust Agreement.


 


Dated: November
      , 2003


 


 


Deutsche Bank Trust
Company

Americas not in its individual capacity

but solely as Authenticating Agent for

the Owner Trustee


 


	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Authorized
  Officer

  	
  as
  Authenticating Agent

  



 


A-4

















 


Exhibit
B

Certificate of Trust


 


THIS TRUST AGREEMENT, dated as of November 12, 2003,
between FIRST INVESTORS AUTO FUNDING CORPORATION, a Delaware corporation, as
depositor (the “Depositor”), and DEUTSCHE BANK TRUST COMPANY DELAWARE, a
Delaware banking corporation, which is acting hereunder not in its individual
capacity but solely as owner trustee (the “Owner Trustee”).  The Depositor and the Owner Trustee hereby
agree as follows:


 


1.             Creation
of Trust.


 


(a)           The
trust created hereby shall be known as “First Investors Auto Owner Trust
2003-A.”


 


(b)           The
Depositor hereby assigns, transfers, conveys and sets over to the Owner Trustee
the sum of $1.  The Owner Trustee hereby
acknowledges receipt of such amount in trust from the Depositor, which amount
shall constitute the initial trust estate. 
The Owner Trustee hereby declares that it will hold the trust estate in
trust for the Depositor.  It is the
intention of the parties hereto that the Trust created hereby constitute a
statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del.
C. § 3801 et  seq. and that this Trust Agreement
constitute the governing instrument of the Trust.  The Owner Trustee is hereby authorized and directed to execute
and file a certificate of trust with the Delaware Secretary of State in the form
attached hereto.


 


(c)           The
Depositor and the Owner Trustee will enter into an amended and restated Trust
Agreement, satisfactory to each such party, to provide for the contemplated
operation of the Trust created hereby. 
Prior to the execution and delivery of such amended and restated Trust
Agreement, the Owner Trustee shall not have any duty or obligation hereunder or
with respect to the trust estate, except as may be required by applicable
law.  The Owner Trustee is further
authorized and directed to enter into such other documents and take such other
action as the Depositor specifically directs in written instructions delivered
to the Owner Trustee; provided, however, the Owner Trustee shall not be
required to take any action if the Owner Trustee shall determine, or shall be
advised by counsel, that such action is likely to result in personal liability
or is contrary to applicable law or any agreement to which the Owner Trustee is
a party.


 


2.             Concerning
the Owner Trustee.


 


(a)           Except
as otherwise expressly required by Section 1 of this Trust Agreement, the Owner
Trustee shall not have any duty or liability with respect to the administration
of the Trust, the investment of the Trust’s property or the payment of
dividends or other distributions of income or principal to the Trust’s
beneficiaries, and no implied obligations shall be inferred from this Trust
Agreement on the part of the Owner Trustee. 
The Owner Trustee shall not be liable for the acts or omissions of the
Depositor nor shall the Owner Trustee be liable for any act or omission by it
in good faith in accordance with the directions of the Depositor.


 


B-1

















 


(b)           The
Owner Trustee accepts the trusts hereby created and agrees to perform its
duties hereunder with respect to the same but only upon the terms of this Trust
Agreement.  The Owner Trustee shall not
be personally liable under any circumstances, except for its own willful
misconduct or gross negligence.  In
particular, but not by way of limitation:


 


(i)            The
Owner Trustee shall not be personally liable for any error of judgment made in
good faith by an officer or employee of the Owner Trustee;


 


(ii)           No
provision of this Trust Agreement shall require the Owner Trustee to expend or
risk its personal funds or otherwise incur any financial liability in the
performance of its rights or duties hereunder, if the Owner Trustee shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured or provided
to it;


 


(iii)          Under no circumstance shall the Owner Trustee
be personally liable for any representation, warranty, covenant or indebtedness
of the Trust;


 


(iv)          The
Owner Trustee shall not be personally responsible for or in respect of the
genuineness, form or value of the Trust property, the validity or sufficiency
of this Trust Agreement or for the due execution hereof by the Depositor;


 


(v)           In
the event that the Owner Trustee is unsure of the course of action to be taken by
it hereunder, the Owner Trustee may request instructions from the Depositor and
to the extent the Owner Trustee follows such instructions in good faith it
shall not be liable to any person.  In
the event that no instructions are provided within the time requested by the
Owner Trustee, it shall have no duty or liability for its failure to take any
action or for any action it takes in good faith;


 


(vi)          All
funds deposited with the Owner Trustee hereunder may be held in a non-interest
bearing trust account and the Owner Trustee shall not be liable for any
interest thereon or for any loss as a result of the investment thereof at the
direction of the Depositor; and


 


(vii)         To the extent that, at law or in equity, the
Owner Trustee has duties and liabilities relating thereto to the Depositor or
the Trust, the Depositor agrees that such duties and liabilities are replaced
by the terms of this Trust Agreement.


 


(c)           The
Owner Trustee shall incur no liability to anyone in acting upon any document
believed by it to be genuine and believed by it to be signed by the proper
party or parties.  The Owner Trustee may
accept a certified copy of a resolution of the board of directors or other
governing body of any corporate party as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full
force and effect.  As to any fact or
matter the manner of ascertainment of which is not specifically prescribed
herein, the Owner Trustee may for all purposes hereof rely on a certificate,
signed by the Depositor, as to such fact or matter, and such certificate shall
constitute full protection to the Owner Trustee for any action taken or omitted
to be taken by it in good faith in reliance thereon.


 


(d)           In
the exercise or administration of the trusts hereunder, the Owner Trustee (i)
may act directly or, at the expense of the Trust, through agents or attorneys,
and the


 


B-2

















 


Owner Trustee
shall not be liable for the default or misconduct of such agents or attorneys
if such agents or attorneys shall have been selected by the Owner Trustee in
good faith, and (ii) may, at the expense of the Trust, consult with counsel,
accountants and other experts, and it shall not be liable for anything done,
suffered or omitted in good faith by it in accordance with the advice or
opinion of any such counsel, accountants or other experts.


 


(e)           Except
as expressly provided in this Section 2, in accepting and performing the trusts
hereby created, the Owner Trustee acts solely as trustee hereunder and not in
its individual capacity, and all persons having any claim against the Owner
Trustee by reason of the transactions contemplated by this Trust Agreement
shall look only to the Trust’s property for payment or satisfaction thereof.


 


3.             Compensation
and Indemnification.


 


(a)           The
Depositor hereby agrees to (i) compensate the Owner Trustee in accordance with
a separate fee agreement with the Owner Trustee, (ii) reimburse the Owner
Trustee for all reasonable expenses (including reasonable fees and expenses of
counsel and other experts) and (iii) indemnify, defend and hold harmless the
Owner Trustee and any of the officers, directors, employees and agents of the
Owner Trustee (the “Indemnified Persons”) from and against any and all losses,
damages, liabilities, claims, actions, suits, costs, expenses, disbursements
(including the reasonable fees and expenses of counsel), taxes and penalties of
any kind and nature whatsoever (collectively, “Expenses”), to the extent that
such Expenses arise out of or are imposed upon or asserted at any time against
such Indemnified Persons with respect to the performance of this Trust
Agreement, the creation, operation or termination of the Trust or the
transactions contemplated hereby; provided, however, that the
Depositor shall not be required to indemnify any Indemnified Person for any
Expenses which are a result of the willful misconduct, bad faith or gross
negligence of such Indemnified Person.


 


(b)           To
the fullest extent permitted by law, Expenses to be incurred by an Indemnified
Person shall, from time to time, be advanced by, or on behalf of, the Depositor
prior to the final disposition of any matter upon receipt by the Depositor of
an undertaking by, or on behalf of, such Indemnified Person to repay such
amount if it shall be determined that the Indemnified Person is not entitled to
be indemnified under this Agreement.


 


(c)           As
security for any amounts owing to the Owner Trustee hereunder, the Owner
Trustee shall have a lien against the Trust property, which lien shall be prior
to the rights of the Depositor or any other beneficial owner of the Trust.  The obligations of the Depositor under this
Section 3 shall survive the termination of this Trust Agreement.


 


4.             The
Owner Trustee may resign upon thirty days prior notice to the Depositor.  If no successor has been appointed within
such thirty day period, the Owner Trustee may, at the expense of the Trust,
petition a court to appoint a successor trustee.  Any Person into which the Owner Trustee may be merged or with
which it may be consolidated, or any Person resulting from any merger or
consolidation to which the Owner Trustee shall be a party, or any Person which
succeeds to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor Owner Trustee under this Trust Agreement
without the execution,


 


B-3

















 


delivery or filing
of any paper or instrument or further act to be done on the part of the parties
hereto, except as may be required by applicable law.


 


5.             This
Trust Agreement represents the entire agreement between the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings between the parties, whether written or oral.


 


6.             This
Trust Agreement shall be governed by and construed in accordance with the laws
of the State of Delaware, without reference to its conflict of law provisions,
and the obligations, rights and remedies of the parties hereunder shall be determined
in accordance with such laws.  Sections
3540 and 3561 of Title 12 of the Delaware Code shall not apply to the Trust.


 


7.             This
Trust Agreement may be executed in two or more counterparts, each of which
shall be an original, but all such counterparts shall together constitute one
and the same agreement.


 


8.             This
Trust Agreement may be amended and restated by the parties hereto as necessary
to provide for the operation of the Trust; provided, however, that the Owner
Trustee shall not be required to enter into any amendment hereto which
adversely affects the rights, duties or immunities of the Owner Trustee.


 


9.             The
Trust may dissolve at the election of the Depositor.  The Trust shall dissolve and this Trust Agreement shall terminate
unless the Trust issues securities within one year after the date hereof.  Upon dissolution, the Owner Trustee shall
file a certificate of cancellation in accordance with the Act and apply the
funds deposited with it pursuant to Section 1(b) above to reimburse the Owner
Trustee for any filing fees or other expenses in connection therewith.  Any remaining funds shall, after payment of
any other expenses of the Trust, be returned to the Depositor.


 


[Signature page
follows]


 


B-4

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Trust Agreement to be duly executed by their respective officers hereunto
duly authorized, as of the day and year first above written.


 


	
   

  	
  DEUTSCHE BANK
  TRUST COMPANY 

  DELAWARE

  
	
   

  	
  as Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRST INVESTORS
  AUTO FUNDING CORPORATION

  
	
   

  	
  as Depositor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


B-5

















 


	
   

  	
  Acknowledged and
  Agreed to:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK
  TRUST COMPANY AMERICAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-6