Exhibit 10.114


 


EXECUTION COPY


 




 





FIRST INVESTORS AUTO
FUNDING CORPORATION,

as Depositor,


 


and


 


WELLS FARGO DELAWARE
TRUST COMPANY,

as Owner Trustee


 










 


AMENDED AND RESTATED
TRUST AGREEMENT

Dated as of May 5, 2005


 












 





 





















 


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

  	
   

  
	
  Section 3.7

  	
  Regarding
  Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  
				



 


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  Section 6.5

  	
  No
  Action Except Under Specified Documents or Instructions

  	
   

  
	
  Section 6.6

  	
  Restrictions

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  
				



 


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  Exhibit A

  	
  Form of Certificate

  	
   

  
	
  Exhibit B

  	
  Certificate of Trust

  	
   

  



 


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AMENDED AND RESTATED
TRUST AGREEMENT, dated as of May 5, 2005 (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 WELLS FARGO DELAWARE TRUST COMPANY, a Delaware limited purpose trust
company, (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 April 15,
2005 (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 April 15, 2005 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, 919 North Market Street, Suite 700, Wilmington Delaware 19801,
Attention: Corporate Trust Administration, 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:  July 16, 2012.


 


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


 


Indenture:  The Indenture, dated as of May 5, 2005
between the Trust and Wells Fargo Bank, 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:  $150,920,720.68.


 


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:  Wells Fargo Delaware Trust Company, a
Delaware limited purpose trust company, 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 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 5.16 of the Sale and Allocation Agreement.


 


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.


 


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(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
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 2005-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 


 


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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:


 


(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.


 


Any acts of the Owner
Trustee and of any person designated and authorized to act by the Depositor
which acts would have been authorized by this Agreement except that such acts
were taken prior to the date of this Agreement are hereby severally authorized,
ratified, confirmed and adopted as acts in the name and on behalf of the Trust,
including without limitation the execution, delivery and performance by the
Trust of the Purchase Agreement, dated April 27, 2005, among the Trust,
the Seller and Wachovia Capital Markets, LLC.


 


Section 2.4                                   Appointment of Owner Trustee.


 


The Depositor hereby
appoints Wells Fargo Delaware Trust Company 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 Wells Fargo
Delaware Trust Company, as owner trustee, hereby accepts such appointment.


 


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Section 2.5                                   Organizational Matters.


 


The Depositor shall pay
from amounts payable to it pursuant to Section 3.5(d)(xi) 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.


 


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 the Trust constitute a statutory trust under the Statutory Trust Act and that
this Agreement constitute the governing instrument of such statutory
trust.  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.  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, and payments will be made by the
Trust only from the State of Delaware. 
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 


 


6





















 


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
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.


 


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Section 2.10                            Federal Income Tax Matters.


 


(a)                                  It
is the intent of the Depositor 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.  Any person having an
interest in the Certificate, including the Seller, 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 association taxable as a
corporation.


 


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


 


(c)                                  Pursuant
to the Administration Agreement, the Administrator has agreed to perform the
following actions on behalf of the Trust: (i) deliver (or cause to be
delivered) to the Certificateholder, as may be required by the Code and
applicable Treasury Regulations, such information as may be required (including
Schedule K-1 to IRS Form 1065, if the Trust, is treated as a
partnership for federal income tax purposes), to enable the Certificateholder
to prepare its federal and state income tax returns, (ii) prepare or cause
to be prepared, and file or cause to be filed, all tax returns relating to the
Trust (including a partnership information return, IRS Form 1065, if the
Trust, is treated as a partnership for federal income tax purposes) and the
Certificateholders shall direct the Administrator in writing to make such
elections as may from time to time be required or appropriate under any
applicable state or federal statute or rule or regulation thereunder so as
to maintain the characterization of the Trust as a division of a single
Certificateholder or a partnership, as the case may be, for federal income tax
purposes (in each case, in the sole determination of the Certificateholders
unless otherwise required by appropriate taxing authorites) and (iii) prepare
or cause to be prepared, and file or cause to be filed, deliver or cause to be
delivered any annual or other necessary returns, reports or forms relating to
the Notes and the Certificate (including information returns on IRS Form 1099).  The Trust shall make all elections pursuant
to this Section 2.10 on returns relating to the Certificate, if any,
furnished to it in execution form by the Administrator and any other returns as
may be required by law and so furnished to it by and at the direction of the
Administrator, and in doing so shall be entitled to, and shall be fully
protected if it shall, rely entirely upon, and shall have no liability for
information provided by, or calculations provided by, the Administrator.  All tax returns in respect of the Trust shall
be signed by the Seller, and if the Seller shall no longer hold the
Certificate, the Certificateholder holding the greatest percentage interest in
the Certificate, unless some other party is required by law to sign such return
(in which case such other party shall sign). 
If the Trust is characterized as a partnership for federal income tax 


 


8





















 


purposes, the
Seller, and if the Seller shall no longer hold any Owner Trust Certificate, the
Certificateholder holding of the greatest percentage interest, shall be the “tax
matters partner” of the Trust pursuant to the Code.


 


(d)                                 The
holder of an interest in the Certificate shall not sell or suffer to be transferred
such interest unless it 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.


 


Article III



Trust Certificates and Transfer of Interests


 


Section 3.1                                   Ownership.


 


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


 


Section 3.2                                   The Certificate.


 


The Certificate shall be
issued to the Seller 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 Seller 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
its 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 its 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.


 


10





















 


(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 the Owner Trustee, and any
co-paying agent chosen by the Owner Trustee (which may be Wells Fargo Bank,
National Association).  The Owner Trustee
shall be permitted to resign as Paying Agent upon thirty (30) days’ written
notice to the Depositor.  In the event
that Wells Fargo Delaware Trust Company 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 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.


 


Section 3.7                                   Regarding
Indenture Trustee.


 


The parties to this Trust
Agreement and each holder of a Certificate by its acceptance thereof expressly
acknowledge and consent to Wells Fargo Bank, National Association, an affiliate
of the Owner Trustee, acting as Indenture Trustee pursuant to the
Indenture.  The Owner Trustee may
discharge its functions hereunder and under the other Transaction Documents
fully, without hindrance or regard to conflict of interest principles, duty of
loyalty principles or other breach of fiduciary duties to the extent that any
such conflict or breach arises from the performance by it of its express duties
set forth in this Trust Agreement, all of which defenses, claims or assertions
are hereby expressly waived by the other parties hereto and each holder of a
Certificate.


 


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 


 


11





















 


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;


 


(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.


 


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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.


 


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 5.02 of the Servicing Agreement, (b) appoint a
successor Servicer pursuant to 5.02 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 


 


13





















 


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.


 


(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 holder of the Certificate.  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 holder of the Certificate.


 


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 holder of the
Certificate any amounts received from the Indenture Trustee for the benefit of
the holder of the Certificate in respect of excess 


 


14





















 


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 holder of the Certificate, such tax shall reduce
the amount otherwise distributable to the holder of the Certificate 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 holder of the
Certificate 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 outcome of such
proceedings).  The amount of any
withholding tax imposed with respect to the holder of the Certificate shall be
treated as cash distributed to the holder of the Certificate 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 holder of the Certificate wishes to
apply for a refund of any such withholding tax, the Owner Trustee shall
reasonably cooperate with the holder of the Certificate in making such claim so
long as the holder of the Certificate 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 holder of the Certificate on any
Payment Date shall be made to the holder of the Certificate by wire transfer,
in immediately available funds, to the account (reasonably identified to the
Paying Agent in writing) of the holder of the Certificate 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 


 


15





















 


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-1 Notes
and Class A-2 Notes in the aggregate principal amounts of $69,000,000.00
and $106,493,000.00, respectively, and Class B Notes in the aggregate
principal amount of $5,427,618.68.  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 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 


 


16





















 


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 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 


 


17





















 


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 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 


 


18





















 


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;


 


(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


 


19





















 


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


 


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 limited purpose trust company 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.


 


20





















 


(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.


 


Section 7.5                                   Not Acting in Individual Capacity.


 


Except as provided in
this Article VII, in accepting the trusts hereby created, Wells
Fargo Delaware Trust Company, 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 holder of the Certificate 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 


 


21





















 


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 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)(xi) of
the Sale and Allocation Agreement, the Owner Trustee in its individual capacity
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, 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. 
Neither of the Owner Trustee 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) 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, the Owner Trustee, by entering into or
accepting this Agreement, acknowledges and agrees that it has no right, title
or interest in or to 


 


22





















 


the Other Assets of the Depositor.  To the extent that, notwithstanding the
agreements and provisions contained in the preceding sentence, the Owner
Trustee 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 the Owner Trustee
further acknowledges and agrees that any such interest, claim or benefit in or
from Other Assets is and 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.  The Owner Trustee
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 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.


 


23





















 


(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 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 holder of the Certificate.


 


(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.


 


24





















 


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 or have a parent that has 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 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 


 


25





















 


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 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 and Insurer 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 


 


26





















 


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.


 


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.


 


27





















 


(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, 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 an association or publicly traded partnership 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 


 


28





















 


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 (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
Class A 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 an association or publicly traded partnership 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 


 


29





















 


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.


 


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 Wells Fargo Delaware
Trust Company, 919 North Market Street, Suite 700, Wilmington, DE 19801,
Attention:  Corporate Trust
Administration, 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., 99 Church Street, 4th
Floor, New York, New York 10007, ServicerReports@moodys.com, Attn: Yan Yan,
with an additional copy to Moody’s Investors Service, Inc., 99 Church
Street, 4th Floor, New York, New York 10007, Attn: ABS Monitoring Department,
5. in the case of S&P, if available electronically, at
Servicer_reports@sandp.com, and if not available electronically, 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: ABS Surveillance Group, 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.


 


30





















 


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.


 


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.


 


31





















 


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.


 


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.


 


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INTENTIONALLY LEFT BLANK]


 


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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:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS
  FARGO DELAWARE TRUST COMPANY,

  
	
   

  	
  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 2005-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, Wells Fargo Delaware Trust Company, First Investors Financial
Services, Inc. or any of their respective affiliates, except to the extent
described below.)


 


THIS CERTIFIES THAT First
Investors Financial Services, Inc. is the registered owner of a beneficial
interest in First Investors Auto Owner Trust 2005-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 April 15, 2005 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 Wells Fargo Delaware Trust Company, 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 May 5, 2005 (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 holder of
this Certificate, by virtue of the acceptance hereof, assents and by which the
holder of this Certificate 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
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 fifteenth day of each month or, if such
fifteenth day is not a Business Day, the next Business Day (each, a “Payment Date”), commencing on May 16,
2005, to the holder of this Certificate such amount to be distributed to the
holder of this Certificate 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, 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 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.  Any person having an interest in the
Certificate by acceptance of its interest in the Certificate agrees to such treatment
and agrees to take no action inconsistent with such treatment.


 


The holder of this
Certificate, by its acceptance of this Certificate or any beneficial interest
therein, covenants and agrees and shall be deemed to covenant and agree that it
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 holder of this Certificate without the 


 


A-2





















 


presentation or
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 holder of this Certificate 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 2005-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wells Fargo
  Delaware Trust Company, not in

  its individual capacity but solely as Owner 

  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 


 


OWNER
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:
May     , 2005


 


 


	
  Wells Fargo
  Delaware Trust Company

  not in its individual capacity but solely

  as Owner Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  	
   

  	
  as Authenticating Agent

  	
   

  



 


A-4





















 


Exhibit B


Certificate of Trust


 


[Copy of Filed Certificate To Be
Attached]