Exhibit 10.115


 


EXECUTION COPY


 


 




 





FIRST INVESTORS AUTO OWNER TRUST 2005-A

As Issuer,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION

As Indenture Trustee and Custodian


 










 


INDENTURE


Dated as of May 5, 2005


 










 


$69,000,000 3.57% Class A-1 Asset-Backed Notes


$106,493,000 4.23% Class A-2 Asset-Backed Notes


$5,427,618.68 Class B Asset-Backed Notes




 


 





 





















 


TABLE OF CONTENTS


 


	
  Article I

  	
  Definitions

  	
   

  
	
  Section 1.1.

  	
  Definitions

  	
   

  
	
  Section 1.2.

  	
  Rules of
  Construction

  	
   

  
	
  Article II

  	
  The
  Notes

  	
   

  
	
  Section 2.1.

  	
  Form

  	
   

  
	
  Section 2.2.

  	
  Execution,
  Authentication and Delivery

  	
   

  
	
  Section 2.3.

  	
  Temporary
  Class A Notes

  	
   

  
	
  Section 2.4.

  	
  Tax
  Treatment

  	
   

  
	
  Section 2.5.

  	
  Registration;
  Registration of Transfer and Exchange

  	
   

  
	
  Section 2.6.

  	
  Mutilated,
  Destroyed, Lost or Stolen Notes

  	
   

  
	
  Section 2.7.

  	
  Persons
  Deemed Owners

  	
   

  
	
  Section 2.8.

  	
  Payments
  of Interest and Principal

  	
   

  
	
  Section 2.9.

  	
  Cancellation

  	
   

  
	
  Section 2.10.

  	
  Release
  of Collateral

  	
   

  
	
  Section 2.11.

  	
  Book-Entry

  	
   

  
	
  Section 2.12.

  	
  Notices
  to Clearing Agency

  	
   

  
	
  Section 2.13.

  	
  Definitive
  Notes

  	
   

  
	
  Section 2.14.

  	
  Authenticating
  Agents

  	
   

  
	
  Section 2.15.

  	
  Restrictions
  on Transfers of Class A Notes

  	
   

  
	
  Section 2.16.

  	
  Restrictions
  on Transfers of Class B Notes

  	
   

  
	
  Article III

  	
  Covenants

  	
   

  
	
  Section 3.1.

  	
  Payment Covenant

  	
   

  
	
  Section 3.2.

  	
  Maintenance
  of Office or Agency

  	
   

  
	
  Section 3.3.

  	
  Money
  for Payments to be Held in Trust

  	
   

  
	
  Section 3.4.

  	
  Existence

  	
   

  
	
  Section 3.5.

  	
  Protection
  of Trust Estate

  	
   

  
	
  Section 3.6.

  	
  Opinions as to Trust Estate

  	
   

  
	
  Section 3.7.

  	
  Performance of Obligations

  	
   

  
	
  Section 3.8.

  	
  Negative Covenants

  	
   

  
				



 


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  Section 3.9.

  	
  Annual Statement as to Compliance

  	
   

  
	
  Section 3.10.

  	
  Issuer May Not Merge

  	
   

  
	
  Section 3.11.

  	
  [Reserved]

  	
   

  
	
  Section 3.12.

  	
  Successor

  	
   

  
	
  Section 3.13.

  	
  Servicer’s Obligation

  	
   

  
	
  Section 3.14.

  	
  Guarantees, Loans, Advances and Other
  Liabilities

  	
   

  
	
  Section 3.15.

  	
  Capital Expenditures

  	
   

  
	
  Section 3.16.

  	
  Restricted Payments

  	
   

  
	
  Section 3.17.

  	
  Notice of Events of Default

  	
   

  
	
  Section 3.18.

  	
  Removal of Administrator

  	
   

  
	
  Section 3.19.

  	
  Further Instruments and Acts

  	
   

  
	
  Section 3.20.

  	
  Rule 144A Information

  	
   

  
	
  Section 3.21.

  	
  Perfection Representations, Warranties
  and Covenants

  	
   

  
	
  Article IV

  	
  Satisfaction and Discharge

  	
   

  
	
  Section 4.1.

  	
  Satisfaction and Discharge of Indenture

  	
   

  
	
  Section 4.2.

  	
  Satisfaction, Discharge and Defeasance
  of the Notes

  	
   

  
	
  Section 4.3.

  	
  Application of Trust Money

  	
   

  
	
  Section 4.4.

  	
  Repayment of Monies Held by Paying Agent

  	
   

  
	
  Section 4.5.

  	
  Continuing Obligations of Indenture
  Trustee

  	
   

  
	
  Article V

  	
  Remedies

  	
   

  
	
  Section 5.1.

  	
  Events of Default

  	
   

  
	
  Section 5.2.

  	
  Acceleration of Maturity; Rescission and
  Annulment

  	
   

  
	
  Section 5.3.

  	
  Collection of Indebtedness and Suits for
  Enforcement by Indenture Trustee

  	
   

  
	
  Section 5.4.

  	
  Remedies

  	
   

  
	
  Section 5.5.

  	
  Optional Preservation of the Contracts

  	
   

  
	
  Section 5.6.

  	
  Limitation of Suits

  	
   

  
	
  Section 5.7.

  	
  Unconditional Rights of Noteholders to
  Receive Principal and Interest

  	
   

  
	
  Section 5.8.

  	
  Restoration of Rights and Remedies

  	
   

  
	
  Section 5.9.

  	
  Rights and Remedies Cumulative Rights

  	
   

  
	
  Section 5.10.

  	
  Delay or Omission Not a Waiver

  	
   

  
	
  Section 5.11.

  	
  Control by Noteholders

  	
   

  
				



 


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  Section 5.12.

  	
  Waiver of Past Defaults

  	
   

  
	
  Section 5.13.

  	
  Undertaking for Costs

  	
   

  
	
  Section 5.14.

  	
  Waiver of Stay or Extension Laws

  	
   

  
	
  Section 5.15.

  	
  Action on Notes

  	
   

  
	
  Section 5.16.

  	
  Performance and Enforcement of Certain
  Obligations

  	
   

  
	
  Article VI

  	
  The Indenture Trustee

  	
   

  
	
  Section 6.1.

  	
  Duties of Indenture Trustee

  	
   

  
	
  Section 6.2.

  	
  Rights of Indenture Trustee

  	
   

  
	
  Section 6.3.

  	
  Individual Rights of Indenture Trustee

  	
   

  
	
  Section 6.4.

  	
  Indenture Trustee’s Disclaimer

  	
   

  
	
  Section 6.5.

  	
  Notice of Default

  	
   

  
	
  Section 6.6.

  	
  Reports by Indenture Trustee to Holders

  	
   

  
	
  Section 6.7.

  	
  Compensation and Indemnity

  	
   

  
	
  Section 6.8.

  	
  Replacement of Indenture Trustee

  	
   

  
	
  Section 6.9.

  	
  Successor Indenture Trustee

  	
   

  
	
  Section 6.10.

  	
  Eligibility; Disqualification

  	
   

  
	
  Article VI-A

  	
   

  	
   

  
	
  Section 6A.1

  	
  Possession of Contract Files by the
  Custodian.

  	
   

  
	
  Section 6A.2

  	
  Release of Contract Files by the
  Custodian.

  	
   

  
	
  Section 6A.3

  	
  Regarding the Custodian.

  	
   

  
	
  Article VII

  	
  Noteholders’ Lists and Reports

  	
   

  
	
  Section 7.1.

  	
  Issuer to Furnish Indenture Trustee
  Names and Addresses of Noteholders

  	
   

  
	
  Section 7.2.

  	
  Preservation of Information;
  Communications to Noteholders

  	
   

  
	
  Section 7.3.

  	
  Fiscal Year

  	
   

  
	
  Article VIII

  	
  Accounts, Disbursements and Releases

  	
   

  
	
  Section 8.1.

  	
  Collection of Money Collection

  	
   

  
	
  Section 8.2.

  	
  Trust Accounts

  	
   

  
	
  Section 8.3.

  	
  General Provisions Regarding Accounts

  	
   

  
	
  Section 8.4.

  	
  Release of Trust Estate

  	
   

  
	
  Section 8.5.

  	
  Opinion of Counsel

  	
   

  
	
  Article IX

  	
  Supplemental Indentures

  	
   

  
	
  Section 9.1.

  	
  Supplemental Indentures Without Consent
  of Noteholders

  	
   

  
				



 


iii





















 


	
  Section 9.2.

  	
  Supplemental Indentures with Consent of
  Noteholders

  	
   

  
	
  Section 9.3.

  	
  Execution of Supplemental Indentures

  	
   

  
	
  Section 9.4.

  	
  Effect of Supplemental Indenture

  	
   

  
	
  Section 9.5.

  	
  Reference in Notes to Supplemental
  Indentures

  	
   

  
	
  Article X

  	
  Redemption of Notes

  	
   

  
	
  Section 10.1.

  	
  Redemption

  	
   

  
	
  Section 10.2.

  	
  Form of Redemption Notice

  	
   

  
	
  Section 10.3.

  	
  Notes Payable on Redemption Date

  	
   

  
	
  Article XI

  	
  Miscellaneous

  	
   

  
	
  Section 11.1.

  	
  Compliance Certificates and Opinions,
  etc

  	
   

  
	
  Section 11.2.

  	
  Form of Documents Delivered to
  Indenture Trustee

  	
   

  
	
  Section 11.3.

  	
  Acts of Noteholders

  	
   

  
	
  Section 11.4.

  	
  Notices, etc. to Indenture Trustee

  	
   

  
	
  Section 11.5.

  	
  Notices to Noteholders; Waiver Notices
  to Noteholders

  	
   

  
	
  Section 11.6.

  	
  Alternate Payment and Notice Provisions

  	
   

  
	
  Section 11.7.

  	
  Effect of Headings and Table of
  Contents

  	
   

  
	
  Section 11.8.

  	
  Successors and Assigns

  	
   

  
	
  Section 11.9.

  	
  Severability

  	
   

  
	
  Section 11.10.

  	
  Benefits of Indenture

  	
   

  
	
  Section 11.11.

  	
  Legal Holiday

  	
   

  
	
  Section 11.12.

  	
  Governing Law

  	
   

  
	
  Section 11.13.

  	
  Counterparts

  	
   

  
	
  Section 11.14.

  	
  Recording of Indenture

  	
   

  
	
  Section 11.15.

  	
  Trust Obligation

  	
   

  
	
  Section 11.16.

  	
  No Petition

  	
   

  
	
  Section 11.17.

  	
  Inspection

  	
   

  
	
  Section 11.18.

  	
  Certain Matters Regarding the Insurer

  	
   

  
	
  Section 11.19.

  	
  Acknowledgment of Multiple Roles

  	
   

  
				



 


iv





















 


	
  Schedules

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule A

  	
  Perfection Representations, Warranties and
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibits

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A-1

  	
  Form of Class A-1 Notes

  	
   

  
	
  Exhibit A-2

  	
  Form of Class A-2 Notes

  	
   

  
	
  Exhibit B

  	
  Form of Class B Notes

  	
   

  
	
  Exhibit C

  	
  [Reserved]

  	
   

  
	
  Exhibit D

  	
  Request for Release of Contract

  	
   

  



 


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INDENTURE, dated as of May 5,
2005 (as amended, supplemented or otherwise modified and in effect from time to
time, this “Indenture”), between FIRST
INVESTORS AUTO OWNER TRUST 2005-A, a Delaware statutory trust (the “Issuer”), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, not in its individual
capacity but solely as indenture trustee and as custodian (in such capacities,
the “Indenture Trustee” and the “Custodian”).


 


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


 


GRANTING
CLAUSE


 


The Issuer hereby Grants
to the Indenture Trustee on the Closing Date, for the benefit of the
Noteholders and the Insurer, all of the Issuer’s right, title and interest in,
to and under, whether now owned or existing or hereafter acquired or
arising:  (i) the Contracts listed
in the Contract Schedule as of the Closing Date (the “Initial Contracts”)
and the Additional Contracts; (ii) all amounts received on or in respect
of the Contracts after the applicable Cutoff Dates (except interest received
which accrued before such Cutoff Dates); (iii) the security interests in
the Financed Vehicles granted by the Obligors pursuant to the Contracts; (iv) all
proceeds from claims on or refunds of premiums with respect to any physical
damage, credit life or credit disability insurance policies covering the
Financed Vehicles or the Obligors; (v) any Liquidation Proceeds; (vi) all
of the Issuer’s rights to the Contract Files; (vii) 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; (viii) all of
the Issuer’s rights under the Sale and Allocation Agreement, the Contribution
Agreement and the Servicing Agreement, including the right of the Issuer to
cause the Depositor, Seller or the Servicer, as applicable, to repurchase
Contracts from the Issuer; and (ix) all present and future claims,
demands, causes of action and choses 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 (collectively, the “Collateral”).


 


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


 


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


 





















 


end that the
interests of the Noteholders and the Insurer may be adequately and effectively
protected.


 


Article I



Definitions


 


Section 1.1.                                Definitions.


 


(a)                                  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 Indenture.


 


Act:  As defined in Section 11.3(a).


 


Administration Agreement:  The Administration Agreement, dated as of the
date hereof, by and among the Administrator, the Issuer and the Indenture
Trustee, as the same may from time to time be amended, supplemented or
otherwise modified and in effect.


 


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


 


Authenticating Agent:  As defined in Section 2.14.


 


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


 


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


 


Certificate of Trust:  As defined in the Trust Agreement.


 


Certificate Registrar:  As defined in the Trust Agreement.


 


Class:  Any class of Notes of the Issuer.


 


Class A Holder
or Class A Noteholder:  The
Person in whose name a Class A Note is registered in the Note Register.


 


Class A Notes:  Collectively, the Class A-1 Notes and
the Class A-2 Notes.


 


Class A-1 Notes:
The Class A-1 Asset-Backed Notes issued by the Issuer pursuant to this
Indenture in the initial aggregate principal amount of $69,000,000.


 


2





















 


Class A-2 Notes:
The Class A-2 Asset-Backed Notes issued by the Issuer pursuant to this
Indenture in the initial aggregate principal amount of $106,493,000.


 


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


 


Class B Holder or Class B
Noteholder:  The Person
in whose name a Class B Note is registered in the Note Register.


 


Class B Notes:  The Class B Asset-Backed Notes issued by
the Issuer pursuant to this Indenture in the initial aggregate principal amount
of $5,427,618.68.


 


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


 


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


 


Closing Date:  May 5, 2005.


 


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


 


Collateral:  As defined in the Granting Clause of
this Indenture.


 


Commission:  The Securities and Exchange Commission.


 


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


 


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


 


Definitive Notes:  As defined in Section 2.11.


 


Depositor:  As defined in the Trust Agreement.


 


Depositor Account:  As defined in the Trust Agreement.


 


Event of Default:  As defined in Section 5.1.


 


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


 


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


 


Executive Officer:  With respect to any corporation, the Chief
Executive Officer, the Chief Operating Officer, the Chief Financial Officer,
the President, any Executive Vice President, any 


 


3





















 


Senior Vice President,
any Vice President, the Secretary or the Treasurer of such corporation and with
respect to any partnership, any general partner of such partnership.


 


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


 


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


 


Final Note Payment Date:  With respect to the Class A-1 Notes, December 17,
2007, with respect to the to the Class A-2 Notes, July 16, 2012 and
with respect to the Class B Notes, July 16, 2012.


 


First Investors:  First Investors Financial Services, Inc.


 


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


 


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


 


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


 


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


 


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


 


Indemnification Agreement:  The Indemnification Agreement dated as of April 27,
2005 among the Insurer, the Seller and Wachovia Capital Markets.


 


Indenture Trustee:  Wells Fargo Bank, National Association, a
national banking association, not in its individual capacity but solely as
Indenture Trustee under this Indenture, and any successor indenture trustee
under this Indenture.


 


Independent:  When used with respect to any specified
Person, that such Person (i) is in fact independent of the Trust, any
other obligor on the Notes, the Seller, the Servicer and any Affiliate of any
of the foregoing Persons, (ii) does not have any direct financial interest
or any material indirect financial interest in the Trust, any such other
obligor, the Seller, the Servicer or any Affiliate (other than a special
purpose securitization vehicle whose rating is based in part on 


 


4





















 


its being
bankruptcy-remote) of any of the foregoing Persons and (iii) is not
connected with the Trust, any such other obligor, the Seller, the Servicer or
any Affiliate of any of the foregoing Persons as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.


 


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


 


Independent Certificate:  A certificate or opinion to be delivered to
the Indenture Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.1, made by an
Independent appraiser or other expert appointed by an Issuer Order and approved
by the Indenture Trustee in the exercise of reasonable care, and such opinion
or certificate shall state that the signer has read the definition of “Independent”
in this Indenture and that the signer is Independent within the meaning
thereof.


 


Initial Contracts:  As defined in the Granting Clause.


 


Initial Cutoff Date:  March 31, 2005.


 


Issuer:  First Investors Auto Owner Trust 2005-A or
any successor to First Investors Auto Owner Trust 2005-A.


 


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


 


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


 


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


 


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


 


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


 


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


 


Note Depository Agreement:  The agreement dated May 4, 2005, between
the Issuer and The Depository Trust Company, as the initial Clearing Agency,
relating to the Class A Notes.


 


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


 


Note Owner:  With respect to any Class A Noteholder
of a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry
Note as reflected on the books of the Clearing Agency or on the books of a
Person maintaining an account with such Clearing Agency (directly as a 


 


5





















 


Clearing Agency
Participant or as an indirect participant, in each case in accordance with the rules of
such Clearing Agency).


 


Note Rate:  With respect to the Class A-1 Notes,
3.57% per annum and with respect to the Class A-2 Notes, 4.23% per annum.


 


Note Register:  As defined in Section 2.5.


 


Note Registrar:  As defined in Section 2.5.


 


Noteholders:  Collectively, the Class A Noteholders
and the Class B Noteholders, it being understood that with regards to
voting prior to the payment in full of the Class A Notes and the payment
in full of all amounts owed to the Insurer, a majority of Class A
Noteholders will not include Class B Noteholders.


 


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


 


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


 


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


 


(i)                                     Notes
theretofore canceled by the Note Registrar or delivered to the Note Registrar
for cancellation;


 


(ii)                                  Notes
or portions thereof the payment for which money in the necessary amount has
been theretofore deposited with the Indenture Trustee or any Paying Agent in
trust for the Holders of such Notes; provided, however, that if such Notes are
to be redeemed, notice of such redemption must have been duly given pursuant to
this Indenture or provision for such notice must have been made in a manner
satisfactory to the Indenture Trustee; and


 


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


 


provided,
however, that in determining whether the Holders of the requisite Note
Balance have given any request, demand, authorization, direction, notice,
consent or waiver hereunder or under any Transaction Document, Notes owned by
the Issuer, the Seller, the Servicer or any Affiliate 


 


6





















 


of any of the foregoing
Persons shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Indenture Trustee shall be protected in relying on any
such request, demand, authorization, direction, notice, consent or waiver, only
Notes that a Responsible Officer knows to be so owned shall be so
disregarded.  Notes so owned that have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Indenture Trustee the pledgee’s right so
to act with respect to such Notes and that the pledgee is not the Issuer, any
other obligor upon the Notes, the Seller, the Servicer or any Affiliate of any
of the foregoing Persons.


 


Owner Trustee:  Wells Fargo Bank Delaware Trust Company, a
Delaware limited purpose trust company, not in its individual capacity but
solely as Owner Trustee under the Trust Agreement, and any successor owner
trustee under the Trust Agreement.


 


Pass-Through Entity:  As defined in Section 2.16.


 


Paying Agent:  The Indenture Trustee or any other Person
that meets the eligibility standards for the Indenture Trustee specified in Section 6.10
and is authorized by the Issuer to make payments to and distributions from the
Collection Account, the Prefunding Account, the Reserve Account and each Note
Payment Account, including payment of principal of or interest on the Notes, on
behalf of the Issuer.


 


Predecessor Note:  With respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note.  Any Note
authenticated and delivered under Section 2.6 in lieu of a mutilated,
lost, destroyed or stolen Note shall be deemed, for purposes of this
definition, to evidence the same debt as the mutilated, lost, destroyed or
stolen Note.


 


Prefunding Account Ending
Date:  June 30,
2005.


 


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


 


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


 


Purchase Agreement:  That Purchase Agreement, dated April 27,
2005, among the Issuer, the Seller and Wachovia Capital Markets.


 


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


 


Redemption Date:  The Payment Date specified by the Servicer
pursuant to Section 10.1 on which date the Indenture Trustee shall
withdraw any amount remaining in the Reserve Account and deposit the portion of
such amount payable to the Noteholders in the Note Payment Account.


 


Redemption Price:  As defined in Section 5.16 of the Sale
and Allocation Agreement.


 


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Rule 144A:  Rule 144A under the Securities Act.


 


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


 


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


 


Securities Act:  Securities Act of 1933, as amended.


 


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


 


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


 


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


 


Successor Servicer:  As defined in the Servicing Agreement.


 


Transaction Documents:  The Servicing Agreement, the Sale and
Allocation Agreement, the Contribution Agreement, the Premium Side Letter
Agreement, the Trust Agreement, the Indemnification Agreement, the Certificate
of Trust, this Indenture, the Administration Agreement, the Purchase Agreement,
the Note Depository Agreement, the Insurance Agreement, the Policy, the
Guaranty and the other documents and certificates delivered in connection
therewith, in each case as the same may from time to time be amended,
supplemented or otherwise modified and in effect.


 


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


 


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


 


Wachovia Capital Markets:  Wachovia Capital Markets, LLC.


 


(b)                                 Except
as otherwise specified herein or as the context may otherwise require,
capitalized terms used but not otherwise defined herein have the respective
meanings set forth in, or incorporated by reference into, the Sale and
Allocation Agreement for all purposes of this Indenture.


 


Section 1.2.                                Rules of
Construction.


 


Unless the context
otherwise requires:


 


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(a)                                  a
term has the meaning assigned to it;


 


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


 


(c)                                  “or”
is not exclusive;


 


(d)                                 “including”
means including without limitation;


 


(e)                                  words
in the singular include the plural and words in the plural include the singular
and the masculine as well as 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; and


 


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


 


Article II



The Notes


 


Section 2.1.                                Form.


 


(a)                                  The
Class A-1 Notes, the Class A-2 Notes and the Class B Notes,
together with the Indenture Trustee’s certificates of authentication, shall be
substantially in the form set forth in Exhibits A-1, A-2 and B,
respectively, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution thereof.  Any portion of the text of any Note may be
set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Note.


 


(b)                                 The
Definitive Notes shall be typewritten, printed, lithographed or engraved, or
produced by any combination of these methods (with or without steel engraved
borders), all as determined by the officers executing such Notes, as evidenced
by their execution of such Notes.


 


(c)                                  Each
Note shall be dated the date of its authentication.  The terms of the Class A-1 Notes, Class A-2
Notes and Class B Notes set forth in Exhibits A-1, A-2 and B,
respectively, hereto are part of the terms of this Indenture and are
incorporated herein by reference.


 


Section 2.2.                                Execution,
Authentication and Delivery.


 


(a)                                  The
Notes shall be executed on behalf of the Issuer by any of its Authorized
Officers.  The signatures of any such
Authorized Officer on the Notes may be manual or facsimile.


 


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(b)                                 Notes
bearing the manual or facsimile signature of individuals who were at any time
Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Notes or did not hold such offices on the
date of such Notes.


 


(c)                                  The
Indenture Trustee shall, upon Issuer Order, authenticate and deliver the Class A-1
Notes, Class A-2 Notes and Class B Notes for original issue in an
aggregate principal amount of $69,000,000, $106,493,000 and $5,427,618.68,
respectively.  The Class A Note
Balance and the Class B Note Balance at any time may not exceed such
respective amounts.


 


(d)                                 Each
Note shall be dated the date of its authentication.  The Class A Notes shall be issuable as
registered Notes in minimum denominations of $250,000 and integral multiples of
$1,000 in excess thereof.  The Class B
Notes shall be issued in definitive form only.


 


(e)                                  No
Note shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Note a certificate of
authentication substantially in the form provided for herein executed by the
Indenture Trustee by the manual signature of one of its authorized signatories,
and such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder.


 


Section 2.3.                                Temporary Class A
Notes.


 


(a)                                  Pending
the preparation of Definitive Notes, if Definitive Notes are to be prepared in
accordance with Section 2.13, the Issuer may execute, and upon
receipt of an Issuer Order the Indenture Trustee shall authenticate and
deliver, temporary Notes that are printed, lithographed, typewritten,
mimeographed or otherwise produced of the tenor of the Definitive Notes in lieu
of which they are issued and with such variations not inconsistent with the
terms of this Indenture as the officers executing such Notes may determine, as
evidenced by their execution of such Notes.


 


(b)                                 If
temporary Class A Notes are issued, the Issuer shall cause Definitive
Notes to be prepared without unreasonable delay.  After the preparation of Definitive Notes in
accordance with Section 2.13, the temporary Class A Notes
shall be exchangeable for Definitive Notes upon surrender of the temporary Class A
Notes at the office or agency of the Issuer to be maintained as provided in Section 3.2,
without charge to the Class A Holder. 
Upon surrender for cancellation of any one or more temporary Class A
Notes, the Issuer shall execute, and the Indenture Trustee shall authenticate
and deliver in exchange therefor, a like principal amount of Definitive Notes of
authorized denominations.  Until so
exchanged, the temporary Class A Notes shall in all respects be entitled
to the same benefits under this Indenture as Definitive Notes.


 


Section 2.4.                                Tax Treatment.


 


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


 


10





















 


the Notes as
indebtedness of the Issuer for federal, state and local income and franchise
tax purposes.


 


Section 2.5.                                Registration;
Registration of Transfer and Exchange.


 


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


 


(b)                                 If
a Person other than the Indenture Trustee is appointed by the Issuer as Note
Registrar, (i) the Issuer shall give the Indenture Trustee prompt written
notice of the appointment of such Note Registrar and of the location, or any
change in the location, of the Note Register, (ii) the Indenture Trustee
shall have the right to inspect the Note Register at all reasonable times and
to obtain copies thereof and (iii) the Indenture Trustee shall have the
right to rely upon a certificate executed on behalf of the Note Registrar by an
Executive Officer thereof as to the names and addresses of the Noteholders and
the principal amounts and number of such Notes.


 


(c)                                  Upon
surrender for registration of transfer of any Note at the office or agency of
the Issuer to be maintained as provided in Section 3.2, if the
requirements of Section 8-401 of the Relevant UCC are met, the Issuer
shall execute, and the Indenture Trustee shall authenticate and deliver to the
Noteholder making such surrender, in the name of the designated transferee or
transferees, one or more new Notes in any authorized denomination, of a like
aggregate principal amount.  The
Indenture Trustee may rely upon the Administrator with respect to the
determination of whether the requirements of Section 8-401 of the Relevant
UCC are met.


 


(d)                                 At
the option of the Noteholder, Notes may be exchanged for other Notes of the
same class in any authorized denominations, of a like aggregate principal
amount, upon surrender of the Notes to be exchanged at such office or
agency.  Whenever any Notes are so
surrendered for exchange, if the requirements of Section 8-401 the
Relevant UCC are met, the Issuer shall execute, and the Indenture Trustee shall
authenticate and deliver to the Noteholder making such exchange, the Notes
which such Noteholder is entitled to receive. 
The Indenture Trustee may rely upon the Administrator with respect to
the determination of whether the requirements of Section 8-401 of the
Relevant UCC are met.


 


(e)                                  All
Notes issued upon any registration of transfer or exchange of Notes shall be
the valid obligations of the Issuer, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Notes surrendered upon such
registration of transfer or exchange.


 


(f)                                    All
Notes presented or surrendered for registration of transfer or exchange shall
be duly endorsed by, or be accompanied by a written instrument of transfer in
the form of the Assignment attached to Exhibits A-1, A-2, or B,
as the case may be, satisfactory to the Indenture Trustee duly executed by, the
Holder thereof or such Holder’s attorney duly authorized in 


 


11





















 


writing,
with such signature guaranteed by an “eligible guarantor institution” meeting
the requirements of the Note Registrar.


 


(g)                                 No
service charge shall be made to a Holder for any registration of transfer or
exchange of Notes, but the Issuer may require payment by such Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Section 2.3 or 9.5 not involving any transfer.


 


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


 


Section 2.6.                                Mutilated, Destroyed,
Lost or Stolen Notes.


 


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


 


(b)                                 Upon
the issuance of any replacement Note under this Section 2.6, the Issuer
may require the payment by the Holder of such Note 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 Indenture Trustee) related thereto.


 


(c)                                  Every
replacement Note issued pursuant to this Section 2.6 in replacement of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual 


 


12





















 


obligation
of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note
shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Notes duly issued hereunder.


 


(d)                                 The
provisions of this Section 2.6 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.


 


Section 2.7.                                Persons Deemed
Owners.


 


Prior to due presentation
of a Note for registration of transfer, the Issuer, the Indenture Trustee and
any agent of the Issuer or the Indenture Trustee may treat the Person in whose
name such Note is registered in the Note Register (as of the day of
determination) as the owner of such Note for the purpose of receiving payments
of principal of and interest on such Note and for all other purposes
whatsoever, whether or not such Note shall be overdue, and none of the Issuer,
the Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall
be affected by any notice to the contrary.


 


Section 2.8.                                Payments of Interest
and Principal.


 


(a)                                  [Reserved.]


 


(b)                                 The
principal of each Class of Notes shall be payable in installments on each
Payment Date (unless the Notes have been declared immediately due and payable
in accordance with Section 5.2 following the occurrence of an Event of
Default) in an aggregate amount equal to the applicable Monthly Note Principal
for such Payment Date in accordance with Section 3.5 of the Sale and
Allocation Agreement.  The outstanding
principal balance of any Class of Notes shall be due and payable on the
Final Note Payment Date relating to such Class of Notes.  On each Payment Date (unless the Notes have
been declared immediately due and payable in accordance with Section 5.2
following the occurrence of an Event of Default), upon receipt of instructions
from the Servicer pursuant to Section 3.5(d) and (e) of the Sale
and Allocation Agreement, the Indenture Trustee shall:


 


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


 


(A)                              to each
Class of Class A Notes, pro  rata, based on the
respective amounts then due to each Class of Class A Notes in respect
of interest, the Total Note Interest payable for such Payment Date; 


 


(B)                                to
the Class A-1 Noteholders (i) the Class A Monthly Note Principal
for that Payment Date until the principal amount of the Class A-1 Notes
has been paid in full and (ii) any Excess Prefunding Amount payable to the
Class A-1 Noteholders in accordance with Section 3.7(d) of the
Sale and Allocation Agreement; and


 


13





















 


(C)                                to
the Class A-2 Noteholders (i) any Excess Prefunding Amount payable to
the Class A-2 Noteholders in accordance with Section 3.7(d) of
the Sale and Allocation Agreement and (ii) after the Class A-1 Noteholders
have been paid in full, the Class A Monthly Note Principal for that
Payment Date, until the principal amount of the Class A-2 Notes has been
paid in full.


 


(ii)                                  apply
or cause to be applied the amount on deposit in the Class B Note Payment
Account on such Payment Date to the Class B Noteholders, for the payment
of any Excess Prefunding Amount payable to the Class B Noteholders in
accordance with Section 3.7(d) of the Sale and Allocation Agreement
and the Class B Monthly Note Principal for that Payment Date until the
principal amount of the Class B Notes has been paid in full.


 


(c)                                  The
outstanding principal balance of each Class of Class A Notes, to the
extent not previously paid, shall be due and payable on the Final Note Payment
Date for such Class of Class A Notes.


 


(d)                                 The
Class A-1 Notes shall accrue interest at 3.57% per annum and the Class A-2
Notes shall accrue interest at 4.23% per annum and such interest shall be due
and payable on each Payment Date.  The Class B
Notes shall not accrue interest. 
Interest on the Class A-1 Notes and Class A-2 Notes shall be
calculated on the basis a 360-day year consisting of twelve 30-day months.  Subject to Section 3.1, any
installment of interest or principal, if any, payable on any Class A Note
that is punctually paid or duly provided for by the Issuer on the applicable
Payment Date shall be paid to the Person in whose name such Note (or one or
more Predecessor Notes) is registered on the related Record Date by check
mailed first-class postage prepaid to such Person’s address as it appears on
the Note Register on such Record Date; provided, however, that,
unless Definitive Notes have been issued pursuant to Section 2.13,
with respect to Class A Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede &
Co.), payment shall be made by wire transfer in immediately available funds to
the account designated by such nominee, and except for the final installment of
principal payable with respect to such Class A Note on a Payment Date or
on the related Final Note Payment Date (and except for the Redemption Price for
any Note called for redemption in whole pursuant to Section 10.1),
which shall be payable as provided below. 
The funds represented by any such checks returned undelivered shall be
held in accordance with Section 3.3.  The Indenture Trustee shall pay all Total
Note Interest for any Payment Date to the Noteholders as of the related Record
Date even if a portion of such Total Note Interest relates to an earlier
Payment Date.


 


(e)                                  All
payments of principal on each Class of Notes and, with respect to each Class of
Class A Notes, interest payments, shall be made pro  rata to
the Noteholders of each Class of Notes. 
The Indenture Trustee shall, before the Payment Date on which the Issuer
expects to pay the final installment of principal of each Class of Notes
and, with respect to each Class of Class A Notes, interest on any
Note, notify the Holder of such Note as of the related Record Date of such final
installment.  Such notice shall be mailed
or transmitted by facsimile and shall specify that such final installment shall
be payable only upon presentation and surrender of such Note and shall specify
the place where such Note may be presented and surrendered for payment of 


 


14





















 


such
installment.  Notices in connection with
redemption of Notes shall be mailed to Noteholders as provided in Section 10.2.


 


(f)                                    Notwithstanding
the foregoing, the entire unpaid principal amount of the Notes shall be due and
payable, if not previously paid, on the date on which the Notes have been
declared or have automatically become immediately due and payable in accordance
with Section 5.2 following the occurrence of an Event of
Default.  On each Payment Date following
acceleration of the Notes, upon receipt of instructions from the Servicer
pursuant to Section 3.5(f) and Section 3.5(g) of the Sale
and Allocation Agreement, the Indenture Trustee shall:


 


(i)                                     Apply
or cause to be applied the amount on deposit in the Class A Note Payment
Account (including amounts deposited therein from the Reserve Account in
accordance with Section 3.5(f) of the Sale and Allocation Agreement)
on such Payment Date to make the following payments in the following order of
priority:


 


(A)                              to
each Class of Class A Notes, pro rata, without priority or preference
of any kind, according to the amounts due and payable on the Class A Notes
in respect of interest, the Total Note Interest payable for such Payment Date;
and


 


(B)                                to
each Class of Class A Notes, the amount remaining on deposit in the Class A
Note Payment Account on such Payment Date to be distributed pro rata based on
the respective outstanding principal balance of each Class of Class A
Notes.


 


(ii)                                  Following
the payment in full of the entire Class A Note Balance, the Total Note
Interest and all amounts due the Insurer, to pay or cause to be paid the amount
on deposit in the Class B Note Payment Account (including amounts
deposited therein from the Reserve Account in accordance with Section 3.5(g) of
the Sale and Allocation Agreement) on such Payment Date to the Class B
Noteholders, the amount remaining on deposit in the Class B Note Payment
Account on such Payment Date up to the Class B Note Balance.


 


Section 2.9.                                Cancellation.


 


All Notes surrendered for
payment, registration of transfer, exchange or redemption in whole pursuant to Section 10.1
shall, if surrendered to any Person other than the Indenture Trustee, be
delivered to the Indenture Trustee and shall be promptly canceled by the
Indenture Trustee.  The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly canceled by the
Indenture Trustee.  No Notes shall be
authenticated in lieu of or in exchange for any Notes canceled as provided in
this Section 2.9, except as expressly permitted by this
Indenture.  All canceled Notes may be
held or disposed of by the Indenture Trustee in accordance with its standard
retention or disposal policy as in effect at the time unless the Issuer shall
direct by an Issuer Order that they be destroyed or returned to it, provided
that such Issuer Order is timely and the Notes have not been previously
disposed of by the Indenture Trustee.


 


15





















 


Section 2.10.                         Release of Collateral.


 


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


 


Section 2.11.                         Book-Entry.


 


The Class A Notes,
upon original issuance, shall be issued in the form of typewritten Notes
representing the Book-Entry Notes, to be delivered to The Depository Trust
Company, the initial Clearing Agency, by, or on behalf of, the Issuer.  The Class A Notes representing the
Book-Entry Notes shall be registered initially on the Note Register in the name
of Cede & Co., the nominee of the initial Clearing Agency, and no Note
Owner thereof shall receive a Definitive Note representing such Note Owner’s interest
in such Note, except as provided in Section 2.13. Unless and until
definitive, fully registered Class A Notes (the “Definitive
Notes”) have been issued to such Note Owners pursuant to Section 2.13:


 


(a)                                  the
provisions of this Section 2.11 shall be in full force and effect;


 


(b)                                 the
Note Registrar and the Indenture Trustee shall be entitled to deal with the
Clearing Agency for all purposes of this Indenture (including the payment of
principal of and interest on the Class A Notes and the giving of instructions
or directions hereunder) as the sole Holder of the Class A Notes, and
shall have no obligation to the Note Owners;


 


(c)                                  to
the extent that the provisions of this Section 2.11 conflict with
any other provisions of this Indenture, the provisions of this Section shall
control;


 


(d)                                 the
rights of Note Owners shall be exercised only through the Clearing Agency and
shall be limited to those established by law and agreements between such Note
Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant
to the Note Depository Agreement; unless and until Definitive Notes are issued
pursuant to Section 2.13, the initial Clearing Agency shall make
book-entry transfers among the Clearing Agency Participants and receive and
transmit payments of principal of and interest on the Notes to such Clearing
Agency Participants; and


 


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


 


Section 2.12.                         Notices to Clearing Agency.


 


Whenever a notice or
other communication to the Class A Noteholders is required under this
Indenture, unless and until Definitive Notes shall have been issued to such
Note Owners pursuant to Section 2.13, the Indenture Trustee shall
give all such notices and communications 


 


16





















 


specified herein
to be given to Class A Noteholders to the Clearing Agency, and shall have
no obligation to such Note Owners.


 


Section 2.13.                         Definitive Notes.


 


If (a) the Issuer,
the Administrator or the Servicer advises the Indenture Trustee in writing that
the Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Book-Entry Notes and the Indenture Trustee
or the Administrator is unable to locate a qualified successor, (b) the
Administrator, at its option, advises the Indenture Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency, (c) at
any time the Clearing Agency shall no longer be registered under the Exchange
Act, or other applicable statute or regulation and, in either case, the Administrator
or the Indenture Trustee, as applicable, is unable to appoint a qualified
successor or (d) after the occurrence of an Event of Default or an Event
of Servicing Termination, Note Owners of the Book-Entry Notes representing
beneficial interests aggregating not less than 51% of the principal amount of
such Notes advise the Indenture Trustee and the Clearing Agency in writing that
the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of such Note Owners, then the Clearing Agency
shall notify all Note Owners and the Indenture Trustee of the occurrence of
such event and of the availability of Definitive Notes to Note Owners
requesting the same.  Upon surrender to
the Indenture Trustee of the typewritten Note representing the Book-Entry Notes
by the Clearing Agency, accompanied by registration instructions, the Issuer
shall execute and the Indenture Trustee shall authenticate the Definitive Notes
in accordance with the instructions of the Clearing Agency.  None of the Issuer, the Note Registrar or the
Indenture Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying
on, such instructions.  Upon the issuance
of Definitive Notes, the Indenture Trustee shall recognize the Holders of the
Definitive Notes as Noteholders.


 


Section 2.14.                         Authenticating Agents.


 


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


 


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


 


Any Authenticating Agent
may at any time resign by giving written notice of resignation to the Indenture
Trustee and the Owner Trustee.  The
Indenture Trustee may at any time 


 


17





















 


terminate the
agency of any Authenticating Agent by giving written notice of termination to
such Authenticating Agent and the Owner Trustee.  Upon receiving such notice of resignation or
upon such a termination, the Indenture Trustee may appoint a successor
Authenticating Agent and shall give written notice of any such appointment to
the Owner Trustee.


 


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


 


Section 2.15.                         Restrictions on Transfers
of Class A Notes.


 


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


 


(b)                                 Each
purchaser and any account for which such purchaser is acquiring the Class A
Notes are “Qualified Institutional Buyers” (as defined in Rule 144A under
the Securities Act).  Each purchaser has
such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of its investment in the Class A
Notes, and each purchaser and any account for which such purchaser is acting
are each able to bear the economic risk of such investment.


 


(c)                                  Each
purchaser, by its acceptance of its Class A Note, acknowledges that the Class A
Notes are being sold to it pursuant to an exemption from the registration
requirements of the Securities Act.  No
purchaser is purchasing its Class A Notes with a view to resale,
distribute or dispose of in any other manner thereof in violation of the
Securities Act.  Each purchaser has had
access to such financial and other information concerning the Issuer and the Class A
Notes as it deemed necessary or appropriate in order to make an informed
investment decision with respect to such purchase of the Class A Notes,
including an opportunity to ask questions of and request information from the
Issuer.


 


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


 


THIS CLASS A NOTE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY
STATE.  ACCORDINGLY, TRANSFER OF 


 


18





















 


THIS CLASS A
NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN SECTION 2.15 OF THE
INDENTURE.  BY ITS ACCEPTANCE OF THIS CLASS A
NOTE, THE HOLDER OF THIS CLASS A NOTE IS DEEMED TO REPRESENT TO THE ISSUER
AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS CLASS A
NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY
OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).


 


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


 


EACH TRANSFEREE OF THIS CLASS A
NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER
(I) IT IS NOT, AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THE NOTES FOR, ON
BEHALF OF OR WITH ANY ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”), OR A PLAN OR OTHER ARRANGEMENT SUBJECT
TO ANY PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR
REGULATIONS THAT ARE SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA
OR THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION AND HOLDING OF SUCH NOTES
OR ANY INTEREST THEREIN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER ERISA OR THE CODE, OR A VIOLATION OF SIMILAR LAW.


 


(e)                                  The
purchaser of a Class A Note or any interest therein understands and agrees
and is deemed to understand and agree by its acceptance of its Class A
Note that the Class A Notes and related documentation may be amended or
supplemented from time to time to modify 


 


19





















 


the
restrictions on and procedures for resales and other transfers of the Class A
Notes to reflect any change in applicable law or regulation (or interpretation
thereof) or in practice relating to the resale or transfer of restricted
securities generally.


 


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


 


(g)                                 The
purchaser of a Class A Note or any interest therein acknowledges and is
deemed to acknowledge by its acceptance of such purchase that the Issuer and
others will rely upon the truth and accuracy of the foregoing acknowledgments,
representations and agreements.  If the
purchaser is acquiring any Class A Notes as a fiduciary or agent for one
or more investor accounts, it represents that it has sole investment discretion
with respect to each such account and that it has full power to make the
foregoing acknowledgments, representations and agreements on behalf of each
such account.


 


Section 2.16.                         Restrictions on Transfers
of Class B Notes.


 


(a)                                  Every
Class B Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee, duly executed by such Class B
Noteholder or its attorney duly authorized in writing.


 


(b)                                 Each
Class B Note shall bear a legend substantially to the following effect:


 


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


 


(c)                                  No
Class B Note (or any interest therein) may be transferred (including,
without limitation, by pledge or hypothecation) unless such transferee executes
and delivers to the Issuer, the Insurer and the Indenture Trustee a transfer
certificate certifying as to the items set forth in this Section 2.16;
provided, however, that no such transferee may be an employee
benefit plan,


 


20





















 


trust,
annuity or account subject to ERISA or a plan described in Section 4975(E)(1) of
the Code, an indenture trustee of any of the foregoing, or an entity, account
or other pooled investment fund the underlying assets of which include or are
deemed to include assets of any of the foregoing.


 


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


 


(d)                                 No
transfer of a Class B Note shall be permitted to the extent that such
transfer would result in more than 80 Holders (within the meaning of Treasury
Regulation Section 1.7704-1(h)) of Class B Notes and beneficial
interests in the Issuer in the aggregate. 
No transfer of a Class B Note may be made to any Person (a “Pass-Through Entity”) that is a
partnership (including any other entity treated as a partnership for income tax
purposes), S corporation or grantor trust unless such Pass-Through Entity is
able to represent that the Class B Note represents less than 50% of the
fair market value of all assets of such entity. 
Notwithstanding the foregoing, no transfer of a Class B Note shall
be made except in accordance with the restrictions set forth in the Indenture
and in the form of Class B Note.


 


Section 2.17.                         Regarding Owner Trustee.


 


The parties to this
Indenture and each holder of a Note by its acceptance thereof expressly
acknowledge and consent to Wells Fargo Delaware Trust Company, an affiliate of
the Indenture Trustee, acting as Owner Trustee pursuant to the Trust
Agreement.  The Indenture 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 Indenture, all of which defenses, claims or assertions are
hereby expressly waived by the other parties hereto and each holder of a Note.


 


Article III



Covenants


 


Section 3.1.                                Payment Covenant.


 


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


 


Section 3.2.                                Maintenance of
Office or Agency.


 


The Issuer shall maintain
in Minneapolis, Minnesota, an office or agency or appoint an agent located in
Minneapolis, Minnesota where Notes may be surrendered for registration of
transfer or exchange, and where notices and demands to or upon the Issuer in
respect of the 


 


21





















 


Notes and this
Indenture may be served.  The Issuer
hereby initially appoints the Indenture Trustee to serve as its agent for the
foregoing purposes and the Indenture Trustee hereby accepts such appointment.  The Issuer shall give prompt written notice
to the Indenture Trustee of the location, and of any change in the location, of
any such office or agency.  If, at any
time, the Issuer shall fail to maintain any such office or agency or shall fail
to furnish the Indenture Trustee with the address thereof, such surrenders,
notices and demands may be made or served at the Corporate Trust Office, and
the Issuer hereby appoints the Indenture Trustee as its agent to receive all
such surrenders, notices and demands.


 


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


 


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


 


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


 


(c)                                  The
Issuer shall cause each Paying Agent other than the Indenture Trustee to
execute and deliver to the Indenture Trustee an instrument in which such Paying
Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts
as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.3,
that such Paying Agent shall:


 


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


 


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


 


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


 


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


 


(v)                                 comply
with all requirements of the Code and any state or local tax law with respect
to the withholding from any payments made by it on the Notes of any 


 


22





















 


applicable
withholding taxes imposed thereon and with respect to any applicable reporting
requirements in connection therewith.


 


(d)                                 The
Issuer may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, by Issuer Order direct
any Paying Agent to pay to the Indenture Trustee all sums held in trust by such
Paying Agent, such sums to be held by the Indenture Trustee upon the same
trusts as those upon which such sums were held by such Paying Agent, and upon
such payment by any Paying Agent to the Indenture Trustee, such Paying Agent
shall be released from all further liability with respect to such sums.


 


(e)                                  Subject
to applicable laws with respect to escheat of funds, any money held by the
Indenture Trustee or any Paying Agent in trust for the payment of any amount
due with respect to any Note and remaining unclaimed for two (2) years
after such amount has become due and payable shall be discharged from such
trust and be paid to the Issuer on Issuer Request, and the Holder of such Note
shall thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer),
and all liability of the Indenture Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided, however, that
the Indenture Trustee or such Paying Agent, before being required to make any
such repayment, shall at the expense and direction of the Issuer cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than thirty (30) days from the date of such
publication, any unclaimed balance of such money then remaining shall be repaid
to the Issuer.  The Indenture Trustee
shall also adopt and employ, at the expense and direction of the Issuer, any
other reasonable means of notification of such repayment (including, but not
limited to, mailing notice of such repayment to Holders whose Notes have been
called but have not been surrendered for redemption in whole pursuant to Section 10.1
or whose right to or interest in monies due and payable but not claimed is
determinable from the records of the Indenture Trustee or of any Paying Agent
at the last address of record for each such Holder).


 


Section 3.4.                                Existence.


 


The Issuer shall keep in
full effect its existence, rights and franchises as a statutory trust under the
laws of the State of Delaware (unless it becomes, or any successor Issuer
hereunder is or becomes, organized under the laws of any other State or of the United
States of America, in which case the Issuer shall keep in full effect its
existence, rights and franchises under the laws of such other jurisdiction) and
shall obtain and preserve its qualification to do business in each jurisdiction
in which such qualification is or shall be necessary to protect the validity
and enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Estate.


 


Section 3.5.                                Protection of Trust
Estate.


 


The Issuer shall from
time to time execute, if applicable, and deliver all such supplements and
amendments hereto and all such financing statements, continuation statements,
instruments


 


23





















 


of further
assurance and other instruments, and shall take such other action necessary or
advisable to:


 


(a)                                  maintain
or preserve the lien and security interest (and the priority thereof) of this
Indenture or carry out more effectively the purposes hereof including, without
limitation, the filing of any financing statement or any amendment to any
existing financing statement necessitated by Section 3.8(d)(iv);


 


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


 


(c)                                  enforce
any of the Collateral; or 


 


(d)                                 preserve
and defend title to the Trust Estate and the rights of the Indenture Trustee,
the Insurer and the Noteholders in the Trust Estate against the claims of all
Persons.


 


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


 


Section 3.6.                                Opinions as to Trust
Estate.


 


(a)                                  On
the Closing Date, the Issuer shall deliver to the Indenture Trustee and the
Insurer an Opinion of Counsel reasonably acceptable to such parties either
stating that, in the opinion of such counsel, such action has been taken with
respect to this Indenture and other requisite documents and with respect to the
execution and filing of any financing statements and continuation statements,
as are necessary to perfect and make effective the first priority lien and
security interest in favor of the Indenture Trustee, created by this Indenture
and reciting the details of such action, or stating that, in the opinion of
such counsel, no such action is necessary to make such lien and security
interest effective.


 


(b)                                 On
or before March 31 of each year (commencing with the year 2006), the
Issuer shall deliver to the Indenture Trustee and the Insurer an Opinion of
Counsel acceptable to such parties either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and with respect to the execution and filing
of any financing statements and continuation statements as is necessary to
maintain the lien and security interest created by this Indenture and reciting
the details of such action or stating that, in the opinion of such counsel, no
such action is necessary to maintain such lien and security interest.  Such Opinion of Counsel shall also describe
the recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents and the
execution and filing of any financing statements and continuation statements
that shall, in the opinion of such counsel, be required to maintain the lien
and security interest of this Indenture until March 31 in the following
year.


 


24





















 


Section 3.7.                                Performance of
Obligations.


 


(a)                                  The
Issuer shall not take any action and shall use its best efforts not to permit
any action to be taken by others that would release any Person from any of such
Person’s material covenants or obligations under any instrument or agreement
included in the Trust Estate or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such instrument or agreement, except as
expressly provided in this Indenture and the other Transaction Documents.


 


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


 


(c)                                  The
Issuer shall punctually perform and observe all of its obligations and
agreements contained in this Indenture, the other Transaction Documents to
which it is a party and the instruments and agreements included in the Trust
Estate, including, but not limited to, filing or causing to be filed all
financing statements and continuation statements required to be filed under the
Relevant UCC by the terms of this Indenture and the Servicing Agreement in
accordance with and within the time periods provided for herein and
therein.  Except as otherwise expressly
provided therein, the Issuer shall not waive, amend, modify, supplement or
terminate any Transaction Document or any provision thereof without the consent
of the Indenture Trustee, the Insurer or the Noteholders evidencing not less
than 51% of the Note Balance.


 


(d)                                 If
the Issuer shall have knowledge of the occurrence of an Event of Servicing
Termination under the Servicing Agreement, the Issuer shall promptly notify the
Indenture Trustee, the Insurer and the Rating Agencies thereof and shall
specify in such notice the action, if any, the Issuer is taking in respect of
such default.  If an Event of Servicing
Termination shall arise from the failure of the Servicer to perform any of its
duties or obligations under the Servicing Agreement with respect to the
Contracts, the Issuer shall take all reasonable steps available to it to remedy
such failure.


 


(e)                                  [Reserved.]


 


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


 


(g)                                 Without
derogating from the absolute nature of the assignment granted to the Indenture
Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
the Issuer shall not, without the prior written consent of the Insurer (if no
Insurer Default shall have occurred and be continuing), the Indenture Trustee
and the Holders of not less than 51% of the 


 


25





















 


Class A
Note Balance, amend, modify, waive, supplement, terminate or surrender, or
agree to any amendment, modification, waiver, supplement, termination or
surrender of, the terms of any Collateral (except to the extent otherwise
permitted in the Servicing Agreement or the other Transaction Documents).


 


Section 3.8.                                Negative Covenants.


 


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


 


(a)                                  except
as expressly permitted by this Indenture, the Trust Agreement, the Servicing
Agreement or the Sale and Allocation Agreement, sell, transfer, exchange or
otherwise dispose of any of the properties or assets of the Issuer, including
those included in the Trust Estate, unless directed to do so by the Indenture
Trustee with the prior written consent of the Insurer;


 


(b)                                 claim
any credit on, or make any deduction from the principal or interest payable in
respect of, the Notes (other than amounts properly withheld from such payments
under the Code or applicable state law) or assert any claim against any present
or former Noteholder by reason of the payment of taxes levied or assessed upon
the Issuer;


 


(c)                                  dissolve
or liquidate in whole or in part;


 


(d)                                 (i) permit
the validity or effectiveness of this Indenture to be impaired, or permit the
lien of this Indenture to be amended, hypothecated, subordinated, terminated or
discharged, or permit any Person to be released from any covenants or
obligations with respect to the Notes under this Indenture except as may be expressly
permitted hereby, (ii) permit any lien, charge, excise, claim, security
interest, mortgage or other encumbrance (other than the lien of this Indenture)
to be created on or extend to or otherwise arise upon or encumber the Trust
Estate or any part thereof or any interest therein or the proceeds thereof
(other than tax liens, mechanics’ liens and other liens that arise by operation
of law, in each case on any of the Financed Vehicles and arising solely as a
result of an action or omission of the related Obligor), (iii) permit the
lien of this Indenture not to constitute a valid first priority (other than as
set forth in clause (ii)) security interest in the Trust Estate, or (iv) change
its name, identity or state of organization in any manner that would make any
financing statement or continuation statement filed with respect to it
seriously misleading within the meaning of Section 9-507 of the Relevant
UCC, or cause any financing statement or continuation statement filed with
respect to it to be amended, without prior written notice to the Insurer and
the Indenture Trustee;


 


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


 


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


 


26





















 


Section 3.9.                                Annual Statement as
to Compliance.


 


On or before July 31
of each year (commencing with the year 2006), the Issuer shall deliver to the
Indenture Trustee and the Insurer an Issuer’s Certificate stating, as to the
Authorized Officer signing such Issuer’s Certificate, that:


 


(a)                                  a
review of the activities of the Issuer during the preceding Fiscal Year (or, in
the case of the Issuer’s Certificate to be delivered in the year 2006, during
the period beginning on the Closing Date and ending on April 30, 2006) and
of its performance under this Indenture has been made under such Authorized
Officer’s supervision; and


 


(b)                                 to
the best of such Authorized Officer’s knowledge, based on such review, the
Issuer has complied with all conditions and covenants under this Indenture
throughout such preceding Fiscal Year (or, in the case of the Issuer’s
Certificate to be delivered in the year 2006, during the period beginning on
the Closing Date and ending on April 30, 2006) or, if there has been a
default in its compliance with any such condition or covenant, specifying each
such default known to such Authorized Officer and the nature and status
thereof.


 


Section 3.10.                         Issuer May Not Merge.


 


(a)                                  The
Issuer shall not consolidate or merge with or into any other Person unless:


 


(i)                                     the
Person (if other than the Issuer) formed by or surviving such consolidation or
merger shall be a Person organized and existing under the laws of the United
States of America or any state thereof and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Indenture Trustee,
in form satisfactory to the Indenture Trustee, and prior to the later of (A) the
Final Note Payment Date of the Class A-2 Notes, and (B) the date on
which all amounts due to the Insurer under all of the Transaction Documents
have been paid in full and the due and punctual payment of the principal of and
interest on all Class A Notes have been paid in full, in form satisfactory
to the Insurer;


 


(ii)                                  immediately
after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing;


 


(iii)                               the
Rating Agency Condition shall have been satisfied with respect to such
transaction;


 


(iv)                              the
Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Indenture Trustee and the Insurer) to the effect that
such transaction will not have any material adverse tax consequence to the Trust,
any Noteholder or any Certificateholder;


 


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


 


(vi)                              if,
prior to the later of (A) the Final Note Payment Date of the Class A-2
Notes and (B) the date on which all amounts due to the Insurer under all
of the 


 


27





















 


Transaction
Document have been paid in full, the Insurer has given its prior written
consent; and


 


(vii)                           the
Issuer shall have delivered to the Indenture Trustee and the Insurer an Issuer’s
Certificate and an Opinion of Counsel each stating that such consolidation or
merger and such supplemental indenture comply with this Section 3.10(a) and
that all conditions precedent herein provided for relating to such transaction
have been complied with.


 


(b)                                 Prior
to the Final Note Payment Date of the Class A-2 Notes, the Issuer shall
not convey or transfer all or substantially all of its properties or assets.


 


Section 3.11.                         [Reserved].


 


Section 3.12.                         Successor.


 


Upon any consolidation or
merger of the Issuer in accordance with Section 3.10(a), the Person formed
by or surviving such consolidation or merger (if other than the Issuer) shall
succeed to, and be substituted for, and may exercise every right and power of,
the Issuer under this Indenture and the other Transaction Documents with the
same effect as if such Person had been named as the Issuer herein.


 


Section 3.13.                         Servicer’s Obligation.


 


The Issuer shall cause
the Servicer to comply with its obligations under the Sale and Allocation
Agreement and the Servicing Agreement.


 


Section 3.14.                         Guarantees, Loans, Advances
and Other Liabilities.


 


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


 


Section 3.15.                         Capital Expenditures.


 


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


 


Section 3.16.                         Restricted Payments.


 


The Issuer shall not,
directly or indirectly, (a) make any distribution (by reduction of capital
or otherwise), whether in cash, property, securities or a combination thereof,
to the Owner Trustee or any owner of a beneficial interest in the Issuer or
otherwise with respect to any 


 


28





















 


ownership or
equity interest or security in or of the Issuer or to the Servicer, (b) redeem,
purchase, retire or otherwise acquire for value any such ownership or equity
interest or security or (c) set aside or otherwise segregate any amounts
for any such purpose; provided, however, that the Issuer may
make, or cause to be made, (i) payments to the Servicer, the Indenture
Trustee and the Owner Trustee as contemplated by, and to the extent funds are
available for such purpose under, the Sale and Allocation Agreement, and (ii) payments
to the Depositor Account with respect to the Certificate issued in accordance
with the terms of the Trust Agreement, to the extent funds are available for
such purpose pursuant to Section 3.5(d)(xi) of the Sale and Allocation
Agreement.  The Issuer shall not,
directly or indirectly, make payments to or distributions from the Collection
Account except in accordance with the Sale and Allocation Agreement and the
other Transaction Documents.


 


Section 3.17.                         Notice of Events of Default.


 


The Issuer shall give the
Indenture Trustee, the Insurer and the Rating Agencies prompt written notice of
each Event of Default hereunder, each default on the part of the Seller or the
Servicer of its obligations under the Sale and Allocation Agreement.


 


Section 3.18.                         Removal of Administrator.


 


For so long as any Notes
are Outstanding, the Issuer shall not remove the Administrator without cause
unless the Rating Agency Condition shall have been satisfied in connection
therewith and the Insurer has previously consented in writing.


 


Section 3.19.                         Further Instruments and
Acts.


 


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


 


Section 3.20.                         Rule 144A Information.


 


At any time when the
Issuer is not subject to Section 13 or 15(d) of the Exchange Act and
is not exempt from reporting pursuant to Rule 12g3-2(b) under the
Exchange Act, upon the request of any Class A Noteholder or Note Owner of a
Class A Note, the Issuer shall promptly furnish or cause to be furnished Rule 144A
Information to such Noteholder or Note Owner or to a prospective purchaser of a
Class A Note designated by such Class A Noteholder or Note Owner, in
order to permit compliance by such Noteholder or Note Owner with Rule 144A
in connection with the resale of such Class A Note.


 


Section 3.21.                         Perfection Representations,
Warranties and Covenants.


 


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


 


29





















 


Article IV



Satisfaction and Discharge


 


Section 4.1.                                Satisfaction and
Discharge of Indenture.


 


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


 


(i)                                     either


 


(A)                              all
Notes theretofore authenticated and delivered (other than (1) Notes that
have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 2.6 and (2) Notes for whose payment money
has theretofore been irrevocably deposited in trust or segregated and held in
trust by the Issuer and thereafter repaid to the Issuer or discharged from such
trust, as provided in Section 3.3) have been delivered to the
Indenture Trustee for cancellation and the Policy has expired and has been
returned to the Insurer for cancellation; or


 


(B)                                all
Notes not theretofore delivered to the Indenture Trustee for cancellation have
become due and payable and the Issuer has irrevocably deposited or caused to be
irrevocably deposited with the Indenture Trustee, in trust, cash or direct
obligations of or obligations guaranteed by the United States of America (which
will mature prior to the date needed), in an amount sufficient to pay and
discharge the entire indebtedness on each Class of Class A Notes when
due its respective Final Note Payment Date or Redemption Date (if the Notes
shall have been called for redemption pursuant to Section 10.1), as
the case may be;


 


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


 


(iii)                               the
Issuer has delivered to the Indenture Trustee and the Insurer an Issuer’s
Certificate, an Opinion of Counsel and (if required by the Indenture Trustee)
an Independent Certificate from a firm of certified public accountants, each
meeting the applicable requirements of Section 11.1(a) and,
subject to Section 11.2, each stating that 


 


30





















 


all conditions
precedent provided for in this Indenture relating to the satisfaction and
discharge of this Indenture have been complied with; and


 


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


 


Section 4.2.                                Satisfaction,
Discharge and Defeasance of the Notes.


 


(a)                                  Upon
satisfaction of the conditions set forth in subsection (b) below,
the Issuer shall be deemed to have paid and discharged the entire indebtedness
on all the Notes Outstanding, and the provisions of this Indenture, as it
relates to such Notes, shall no longer be in effect (and the Indenture Trustee,
at the expense of the Issuer, shall execute proper instruments acknowledging
the same), except as to:


 


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


 


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


 


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


 


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


 


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


 


(i)                                     the
Issuer has deposited or caused to be deposited irrevocably (except as provided
in Section 4.4) with the Indenture Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the Noteholders, which, through the payment of interest and principal in
respect thereof in accordance with their terms will provide, not later than one
day prior to the due date of any payment referred to below, money in an amount
sufficient, in the opinion of a nationally recognized firm of independent
certified public accountants expressed in a written certification thereof
delivered to the Indenture Trustee, to pay and discharge the entire
indebtedness on the Notes Outstanding, for principal thereof and interest
thereon to the date of such deposit (in the case of Notes that have become due
and payable) or to the maturity of such principal and interest, as the case may
be;


 


(ii)                                  such
deposit will not result in a breach or violation of, or constitute an event of
default under, any Transaction Document or other agreement or instrument to
which the Issuer is bound;


 


31





















 


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


 


(iv)                              the
Issuer has delivered to the Indenture Trustee and the Insurer an Opinion of
Counsel to the effect that the satisfaction, discharge and defeasance of the
Notes pursuant to this Section 4.2 will not cause any Noteholder to
be treated as having sold or exchanged any of its Notes for purposes of Section 1001
of the Code; and


 


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


 


(vi)                              all
amounts then owing to the Insurer have been paid.


 


Section 4.3.                                Application of Trust
Money.


 


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


 


Section 4.4.                                Repayment of Monies
Held by Paying Agent.


 


In connection with the
satisfaction and discharge of this Indenture with respect to the Notes, all
monies then held by any Paying Agent other than the Indenture Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according
to Section 3.3, and thereupon such Paying Agent shall be released from all
further liability with respect to such monies.


 


Section 4.5.                                Continuing
Obligations of Indenture Trustee.


 


It is understood that the
Indenture Trustee shall remain obligated to perform its duties to make payments
pursuant to Section 3.5(d) and Section 3.5(e) of the Sale
and Allocation Agreement and Section 2.8 and Section 5.4(b) of
this Indenture, notwithstanding anything to the contrary in this Article IV
or elsewhere in this Indenture, until such time as all outstanding amounts have
been paid pursuant to such sections.


 


32





















 


Article V



Remedies


 


Section 5.1.                                Events of Default.


 


“Event of
Default” means the occurrence of any one of the following events
(whatever the reason for such event and whether such event shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


 


(a)                                  default
in the payment of any interest on any Class A Note when the same becomes
due and payable;


 


(b)                                 default
in the payment of any principal due and payable on any Class of the Class A
Notes when the same becomes due and payable on the Final Note Payment Date for
such Class;


 


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


 


(d)                                 any
representation or warranty of the Issuer, the Depositor or the Seller made in
the Transaction Documents or in any certificate delivered pursuant hereto or in
connection herewith proving to have been incorrect in any material respect as
of the time when the same shall have been made, and the circumstance or
condition in respect of which such representation or warranty was incorrect
shall not have been eliminated or otherwise cured for a period of thirty (30)
days after there shall have been given, by registered or certified mail, to the
Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by
the Noteholders evidencing not less than 25% of the Class A Note Balance
or the Insurer (provided that no Insurer Default shall have occurred and be
continuing), a written notice specifying such incorrect representation or
warranty and requiring it to be remedied and stating that such notice is a
notice of Default hereunder;


 


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


 


33





















 


(f)                                    the
cessation of a valid perfected first priority security interest in the
Contracts in favor of the Indenture Trustee which is not cured within the
applicable cure period;


 


(g)                                 the
merger or consolidation (including any conveyance transaction) of the Issuer
with or into any Person regardless of the surviving entity, except as expressly
permitted hereunder;


 


(h)                                 [Reserved];


 


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


 


(j)                                     an
Event of Servicing Termination shall have occurred under the Servicing
Agreement;


 


(k)                                  the
Seller shall have defaulted on any payment required to be made by it under any
material credit agreement or other loan agreement pursuant to which it has
borrowed money;


 


(l)                                     a
draw shall be made under the Policy;


 


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


 


(n)                                 the
average Delinquency Ratio for any three Collection Periods: (i) exceeds
5.20% during the period commencing in April 2005 through December 2005;
(ii) exceeds 6.25% during the period commencing in January 2006 and
ending on May 2007; and (iii) exceeds 7.25% thereafter; and


 


(o)                                 the
Cumulative Net Loss Rate for any Collection Period indicated in the following
table shall exceed the percentage corresponding thereto:


 


	
  Collection Period

  	
   

  	
  Cumulative Net Loss

  Rate

  
	
   

  	
   

  	
   

  
	
  April 2005

  	
   

  	
  0.30%

  
	
  May 2005

  	
   

  	
  0.30%

  
	
  June 2005

  	
   

  	
  0.60%

  
	
  July 2005

  	
   

  	
  1.15%

  
	
  August 2005

  	
   

  	
  1.15%

  



 


34





















 


	
  Collection Period

  	
   

  	
  Cumulative Net Loss

  Rate

  
	
  September 2005

  	
   

  	
  2.05%

  
	
  October 2005

  	
   

  	
  2.05%

  
	
  November 2005

  	
   

  	
  2.95%

  
	
  December 2005

  	
   

  	
  2.95%

  
	
  January 2006

  	
   

  	
  3.85%

  
	
  February 2006

  	
   

  	
  3.85%

  
	
  March 2006

  	
   

  	
  4.75%

  
	
  April 2006

  	
   

  	
  4.75%

  
	
  May 2006

  	
   

  	
  4.75%

  
	
  June 2006

  	
   

  	
  5.25%

  
	
  July 2006

  	
   

  	
  5.25%

  
	
  August 2006

  	
   

  	
  5.25%

  
	
  September 2006

  	
   

  	
  6.15%

  
	
  October 2006

  	
   

  	
  6.15%

  
	
  November 2006

  	
   

  	
  6.15%

  
	
  December 2006

  	
   

  	
  6.85%

  
	
  January 2007

  	
   

  	
  6.85%

  
	
  February 2007

  	
   

  	
  6.85%

  
	
  March 2007

  	
   

  	
  7.35%

  
	
  April 2007

  	
   

  	
  7.35%

  
	
  May 2007

  	
   

  	
  7.35%

  
	
  June 2007

  	
   

  	
  7.75%

  
	
  July 2007

  	
   

  	
  7.75%

  
	
  August 2007

  	
   

  	
  7.75%

  
	
  September 2007

  	
   

  	
  8.35%

  
	
  October 2007

  	
   

  	
  8.35%

  
	
  November 2007

  	
   

  	
  8.35%

  
	
  December 2007

  	
   

  	
  8.60%

  
	
  January 2008

  	
   

  	
  8.60%

  
	
  February 2008

  	
   

  	
  8.60%

  
	
  March 2008

  	
   

  	
  8.75%

  
	
  April 2008

  	
   

  	
  8.75%

  
	
  May 2008

  	
   

  	
  8.75%

  
	
  June 2008

  	
   

  	
  8.85%

  
	
  July 2008

  	
   

  	
  8.85%

  
	
  August 2008

  	
   

  	
  8.85%

  
	
  September 2008

  	
   

  	
  9.10%

  
	
  October 2008

  	
   

  	
  9.10%

  
	
  November 2008

  	
   

  	
  9.10%

  
	
  December 2008
  and thereafter

  	
   

  	
  9.25%

  



 


The Issuer shall deliver
to the Indenture Trustee, within five (5) days after the occurrence of any
event that, with notice or the lapse of time or both, would become an Event of
Default 


 


35





















 


under clause (c) or
(d), written notice of such Default in the form of an Issuer’s Certificate, the
status of such Default and what action the Issuer is taking or proposes to take
with respect to such Default.


 


Section 5.2.                                Acceleration of
Maturity; Rescission and Annulment.


 


(a)                                  If
no Insurer Default shall have occurred and be continuing and if an Event of
Default shall have occurred and be continuing, then the Insurer shall have the
right, but not the obligation, upon prior written notice to each Rating Agency,
to declare the Notes to be immediately due and payable by written notice to the
Issuer, the Servicer and the Indenture Trustee, and upon any such declaration
the unpaid principal amount of the Notes, together with accrued and unpaid
interest on each Class of Class A Notes through the date of
acceleration, shall become immediately due and payable.  The Indenture Trustee shall have no
discretion with respect to the acceleration of the Notes under the foregoing
circumstances.  In the event of any such
acceleration of the Notes, the Indenture Trustee shall continue to make claims
under the Policy with respect to the Class A Notes in accordance with the
terms thereof.


 


(b)                                 If
an Insurer Default has occurred and is continuing and an Event of Default has
occurred and is continuing, then and in every such case the Indenture Trustee
or the Noteholders evidencing not less than 66 2/3% of the Class A Note
Balance may, upon prior written notice to each Rating Agency, declare the Notes
to be immediately due and payable by written notice to the Issuer (and to the
Indenture Trustee if given by Class A Noteholders), and upon any such
declaration the unpaid principal amount of the Notes, together with accrued and
unpaid interest on each Class of Class A Notes through the date of
acceleration, shall become immediately due and payable.


 


Notwithstanding the
foregoing, upon the occurrence of an Event of Default specified in Section 5.1(i) with
respect to the Issuer, the Notes shall become immediately due and payable,
without declaration, notice or demand by or to any Person.


 


(c)                                  At
any time after a declaration of acceleration of maturity has been made and
before a judgment or decree for payment of the amount due has been obtained by
the Indenture Trustee as hereinafter provided in this Article V,
either (i) if the Class A Noteholders accelerated, the Class A
Noteholders evidencing not less than 66 2/3% of the Class A Note Balance
(with the prior written consent of the Insurer if the Insurer Default referred
to in clause (b) above has been cured) or (ii) if the Insurer
accelerated, the Insurer, by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences if:


 


(A)                              the
Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay
all principal of and interest on each Class of Class A Notes and all
other amounts that would then be due hereunder or upon the Class A Notes
if the Event of Default giving rise to such acceleration had not occurred; and


 


(B)                                all
Events of Default, other than the nonpayment of the principal of the Class A
Notes that has become due solely by such acceleration, have been cured or
waived as provided in Section 5.12.


 


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


 


36





















 


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


 


Section 5.3.                                Collection of
Indebtedness and Suits for Enforcement by Indenture Trustee.


 


(a)                                  If
(i) default is made in the payment of any interest on any Class of Class A
Notes when the same becomes due and payable, and such default continues for a
period of five (5) Business Days, or (ii) default is made in the
payment of the principal of any Class of Class A Notes when the same
becomes due and payable, the Issuer shall pay to the Indenture Trustee, for the
benefit of the applicable Noteholders, the amount then due and payable on such Class of
Class A Notes for principal and, if applicable, interest, with interest
upon the overdue principal at the applicable Note Rate and, to the extent
payment at such rate of interest shall be legally enforceable, upon overdue
installments of interest at the applicable Note Rate and in addition thereto
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee and its agents and counsel and other amounts
due and owing to the Indenture Trustee pursuant to Section 6.7.


 


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


 


(c)                                  If
an Event of Default occurs and is continuing, the Indenture Trustee may, as
more particularly provided in Section 5.4, in its discretion,
proceed to protect and enforce its rights and the rights of the Noteholders and
the Insurer by such appropriate Proceedings as the Indenture Trustee shall deem
most effective to protect and enforce such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein or to enforce any other proper remedy or
legal or equitable right vested in the Indenture Trustee by this Indenture or
by law.


 


(d)                                 If
there shall be pending, relative to the Issuer or any other obligor upon the
Notes or any Person having or claiming an ownership interest in the Trust
Estate, Proceedings under Title 11 of the United States Code or any other
applicable federal or state bankruptcy, insolvency or other similar law, or if
a receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Issuer or its property or such other obligor or Person, or if
there shall be pending any other 


 


37





















 


comparable
judicial Proceedings relative to the Issuer or any other obligor upon the
Notes, or to the creditors or property of the Issuer or such other obligor, the
Indenture Trustee, irrespective of whether the principal of any Notes shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Indenture Trustee shall have made any demand
pursuant to the provisions of this Section 5.3, shall be entitled
and empowered, by intervention in such Proceedings or otherwise:


 


(i)                                     to
file and prove a claim or claims for the whole amount of principal and
interest, if any, owing and unpaid in respect of the Notes and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Indenture Trustee (including any claim for reasonable
compensation to the Indenture Trustee and each predecessor Indenture Trustee,
and their respective agents, attorneys and counsel, and all other amounts due
and owing to the Indenture Trustee pursuant to Section 6.7) and of the
Noteholders allowed in such Proceedings;


 


(ii)                                  unless
prohibited by applicable law and regulations, to vote on behalf of the
Noteholders in any election of a trustee, a standby trustee or Person
performing similar functions in any such Proceedings;


 


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


 


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


 


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


 


(e)                                  Nothing
herein contained shall be deemed to authorize the Indenture Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Noteholder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof or to authorize the
Indenture Trustee to vote in respect of the claim of any Noteholder in any such
proceeding except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar Person.


 


(f)                                    All
rights of action and of asserting claims under this Indenture, or under any of
the Notes, may be enforced by the Indenture Trustee without the possession of
any of the Notes or the production thereof in any trial or other Proceedings
relative thereto, and any such action or Proceedings instituted by the
Indenture Trustee shall be brought in its own name as trustee of an


 


38





















 


express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Noteholders.


 


(g)                                 In
any Proceedings brought by the Indenture Trustee (and also any Proceedings
involving the interpretation of any provision of this Indenture to which the
Indenture Trustee shall be a party), the Indenture Trustee shall be held to
represent all the Noteholders, and it shall not be necessary to make any
Noteholder a party to any such Proceedings.


 


Section 5.4.                                Remedies.


 


(a)                                  If
an Event of Default has occurred and is continuing, the Indenture Trustee
shall, at the direction of the Insurer (if no Insurer Default has occurred and
is continuing), or at the direction of the Class A Noteholders evidencing
not less than 66 2/3% of the Class A Note Balance (if an Insurer Default
has occurred and is continuing), take one or more of the following actions as
so directed (subject to Section 5.5):


 


(i)                                     institute
Proceedings in its own name and as trustee of an express trust for the
collection of all amounts then payable on the Class A Notes or under this
Indenture with respect thereto, whether by declaration or otherwise, enforce
any judgment obtained, and collect from the Issuer and any other obligor upon
the Notes monies adjudged due;


 


(ii)                                  institute
Proceedings from time to time for the complete or partial foreclosure of this
Indenture with respect to the Trust Estate;


 


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


 


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


 


provided,
however, that the Indenture Trustee may not sell or otherwise liquidate
the Trust Estate following an Event of Default unless: (A) if no Insurer
Default has occurred and is continuing, the Insurer so directs or consents
thereto; or if an Insurer Default has occurred, the Holders of 100% of the Class A
Notes (excluding Class A Notes held by the Depositor, the Seller, the
Servicer or any of their respective Affiliates) consent thereto; (B) the
proceeds of such sale or liquidation are sufficient to pay in full the Class A
Notes and all accrued but unpaid interest on the outstanding Class A Notes
and all amounts due to the Insurer under the Insurance Agreement and the
Policy; (C) if an Insurer Default has occurred and is continuing, the
Indenture Trustee determines that the Trust Estate will not continue to provide
sufficient funds for the payment of principal of and interest on each Class of
Class A Notes as they would have become due if the Class A Notes had
not been declared due and payable, and the Indenture Trustee obtains the consent
of the Class A Noteholders evidencing not less than 66 2/3% of the Class A
Note Balance (excluding Class A Notes held by the Depositor, the Seller,
the Servicer or any of their respective Affiliates), or (D) if no Insurer
Default has occurred or is continuing, the Insurer makes the determination
specified in clause (C).  In determining
such sufficiency or insufficiency with respect to clauses (B) and (C) above,
the Indenture Trustee may, but need not,


 


39





















 


obtain and rely upon an
opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose.


 


(b)                                 (X)
If the Indenture Trustee collects any money or property pursuant to this Section 5.4
or (Y) if the Notes have been accelerated in accordance with Section 5.2,
the Indenture Trustee shall, in the case of clause (X) from such money or
property, or in the case of clause (Y) from all funds available to it, pay such
amounts in the following order of priority:


 


(i)                                     to
the Back-up Servicer, the Indenture Trustee, the Custodian and the Owner
Trustee, in its individual capacity, respectively, any unpaid or unreimbursed
fees and any out-of-pocket expenses (including, but not limited to, attorneys’
fees and transition expenses); provided that such expenses shall not
exceed $50,000 in the aggregate per year and $100,000 in the total aggregate;


 


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


 


(iii)                               to
the Class A Note Payment Account, all accrued but unpaid interest on each Class of
Class A Notes, to be paid in accordance with Section 2.8(f)(i);


 


(iv)                              to
the Insurer, any insurance premiums due and payable to the Insurer;


 


(v)                                 to
the Class A Note Payment Account, the aggregate outstanding principal
balance of the Class A Notes, to be paid in accordance with Section 2.8(f)(i);


 


(vi)                              to
the Insurer, any unreimbursed payments under the Policy plus accrued interest
on any such payments at the rate set forth in the Insurance Agreement and any
other amounts due the Insurer under the Insurance Agreement and the Policy;


 


(vii)                           to the
Servicer (so long as First Investors Servicing Corporation is not the
Servicer), any and all unpaid expenses incurred in connection with the
re-liening of the Financed Vehicles;


 


(viii)                        to the Class B
Note Payment Account, the outstanding principal balance of the Class B
Notes, to be paid in accordance with Section 2.8(f)(ii);


 


(ix)                                to
the Back-up Servicer, the Servicer, the Insurer, the Indenture Trustee, the
Custodian and the Owner Trustee, in its individual capacity, respectively, any
other amounts due and unpaid to such party under this Indenture and the other
Transaction Documents; and


 


(x)                                   to
the Depositor Account any remaining amounts for distribution in accordance with
Section 5.2 of the Trust Agreement.


 


The Indenture Trustee may
fix a record date and payment date for any payment to Noteholders pursuant to
this Section 5.4.  At least
fifteen (15) days before such record date, the Issuer shall 


 


40





















 


mail to each Noteholder
and the Indenture Trustee a notice that states the record date, the payment
date and the amount to be paid.


 


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


 


Section 5.5.                                Optional
Preservation of the Contracts.


 


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


 


Section 5.6.                                Limitation of Suits.


 


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


 


(a)                                  such
Holder has previously given written notice to the Indenture Trustee of a
continuing Event of Default;


 


(b)                                 the
Noteholders evidencing not less than 25% of the Class A Note Balance have
made written request to the Indenture Trustee to institute such Proceeding in
respect of such Event of Default in its own name as Indenture Trustee
hereunder;


 


(c)                                  such
Holder or Holders have offered to the Indenture Trustee reasonable indemnity
against the costs, expenses and liabilities to be incurred in complying with
such request;


 


(d)                                 the
Indenture Trustee for sixty (60) days after its receipt of such notice, request
and offer of indemnity has failed to institute such Proceedings;


 


(e)                                  no
direction inconsistent with such written request has been given to the
Indenture Trustee during such 60-day period by the Noteholders evidencing not less
than 51% of the Class A Note Balance; and


 


41





















 


(f)                                    an
Insurer Default has occurred and is continuing.


 


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


 


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


 


Section 5.7.                                Unconditional Rights
of Noteholders to Receive Principal and Interest.


 


Notwithstanding any other
provisions in this Indenture, the Holder of any Note shall have the right,
which is absolute and unconditional, to receive payment of the principal of
and, with respect to the Class A Notes, interest, if any, on such Note on
or after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date) and
to institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Holder.


 


Section 5.8.                                Restoration of
Rights and Remedies.


 


If the Indenture Trustee,
the Insurer or any Noteholder has instituted any Proceeding to enforce any
right or remedy under this Indenture and such Proceeding has been discontinued
or abandoned for any reason or has been determined adversely to the Indenture
Trustee, the Insurer or such Noteholder, then and in every such case the
Issuer, the Indenture Trustee, the Insurer and the Noteholders shall, subject
to any determination in such Proceeding, be restored severally and respectively
to their former positions hereunder, and thereafter all rights and remedies of
the Indenture Trustee and the Noteholders shall continue as though no such
Proceeding had been instituted.


 


Section 5.9.                                Rights and Remedies
Cumulative Rights.


 


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


 


Section 5.10.                         Delay or Omission Not a
Waiver.


 


No delay or omission of
the Indenture Trustee, the Insurer or any Holder of any Note to exercise any
right or remedy accruing upon any Default or Event of Default shall impair any
such right or remedy or constitute a waiver of any such Default or Event of
Default or any 


 


42





















 


acquiescence
therein.  Every right and remedy given by
this Article V or by law to the Indenture Trustee, the Insurer or the
Noteholders may be exercised from time to time, and as often as may be deemed
expedient, by the Indenture Trustee, the Insurer or the Noteholders, as the
case may be.


 


Section 5.11.                         Control by Noteholders.


 


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


 


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


 


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


 


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


 


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


 


(e)                                  an
Insurer Default shall have occurred and is continuing.


 


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


 


Section 5.12.                         Waiver of Past Defaults.


 


Prior to the declaration
of the acceleration of the maturity of the Notes as provided in Section 5.2,
the Insurer (if no Insurer Default shall have occurred and be continuing) or the
Noteholders evidencing not less than 51% of the Class A Note Balance, with
the consent of the Insurer (if no Insurer Default shall have occurred and be
continuing), may waive any past Default or Event of Default and its
consequences except a Default or Event of Default (a) in the payment of
principal of or interest on any Class of Class A Notes or (b) in
respect of a covenant or provision hereof that cannot be amended, supplemented
or modified without the consent of all the Holders.  Upon any such waiver, the Issuer, the
Indenture Trustee, the Insurer and the Holders shall be restored to their
former positions and rights hereunder, respectively, but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.  Upon any such
waiver, such Default or Event of Default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising 


 


43





















 


therefrom shall be
deemed to have been cured and not to have occurred, for every purpose of this
Indenture, but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereto.


 


Section 5.13.                         Undertaking for Costs.


 


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


 


Section 5.14.                         Waiver of Stay or Extension
Laws.


 


The Issuer covenants (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or advantage
of, any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture, and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it shall not
hinder, delay or impede the execution of any power herein granted to the
Indenture Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.


 


Section 5.15.                         Action on Notes.


 


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


 


Section 5.16.                         Performance and Enforcement
of Certain Obligations.


 


(a)                                  Promptly
following a request from the Indenture Trustee to do so, and at the
Administrator’s expense, the Issuer shall take all such lawful action as the
Indenture Trustee may request to compel or secure the performance and
observance by the Servicer of its obligations to the Issuer under or in
connection with the Sale and Allocation Agreement or by the Seller and 


 


44





















 


the
Issuer of each of its obligations under or in connection with the Servicing
Agreement, and to exercise any and all rights, remedies, powers and privileges
lawfully available to the Issuer under or in connection with the Sale and
Allocation Agreement to the extent and in the manner directed by the Indenture
Trustee, including the transmission of notices of default on the part of the
Seller or the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Seller or the Servicer of each of their obligations under the Sale and Allocation
Agreement.


 


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


 


Article VI



The Indenture Trustee


 


Section 6.1.                                Duties of Indenture
Trustee.


 


(a)                                  If
an Event of Default has occurred and is continuing, the Indenture Trustee shall
exercise the rights and powers vested in it by this Indenture and use the same
degree of care and skill in their exercise as a prudent person would exercise
or use under the circumstances in the conduct of such Person’s own affairs.


 


(b)                                 Except
upon the occurrence and during the continuation of an Event of Default:


 


(i)                                     the
Indenture Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or
obligations shall be read into this Indenture against the Indenture Trustee;
and


 


(ii)                                  in
the absence of bad faith on its part, the Indenture Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Indenture
Trustee and, if required by the terms of this Indenture, conforming to the requirements
of this Indenture; provided, however, that the Indenture Trustee
shall examine the certificates and opinions to determine whether or not they
conform to the requirements of this Indenture.


 


45





















 


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


 


(i)                                     this
paragraph does not limit the effect of paragraph (b) of this Section 6.1;


 


(ii)                                  the
Indenture Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer unless it is proved that the Indenture Trustee
was negligent in ascertaining the pertinent facts; and


 


(iii)                               the
Indenture Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it
pursuant to Section 5.11.


 


(d)                                 Every
provision of this Indenture that in any way relates to the Indenture Trustee is
subject to paragraphs (a), (b), (c) and (g) of
this Section 6.1.


 


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


 


(f)                                    Money
held in trust by the Indenture Trustee need not be segregated from other funds
except to the extent required by law or the terms of this Indenture or the Sale
and Allocation Agreement.


 


(g)                                 No
provision of this Indenture shall require the Indenture Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of
any of its duties hereunder or in the exercise of any of its rights or powers
hereunder if the Indenture Trustee shall have reasonable grounds to believe
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured or provided to it.


 


(h)                                 Every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Indenture Trustee shall be subject to the
provisions of this Section 6.1.


 


(i)                                     The
Indenture Trustee shall not be charged with knowledge of any Event of Default
unless either (i) a Responsible Officer shall have actual knowledge of
such Event of Default or (ii) written notice of such Event of Default shall
have been given to the Indenture Trustee in accordance with the provisions of
this Indenture.


 


Section 6.2.                                Rights of Indenture
Trustee.


 


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


 


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


 


46





















 


(c)                                  The
Indenture Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys or a
custodian or nominee, and the Indenture Trustee shall not be responsible for
any misconduct or negligence on the part of, or for the supervision of, any
such agent, attorney, custodian or nominee appointed with due care by it
hereunder.


 


(d)                                 The
Indenture Trustee shall not be liable for any action it takes or omits to take
in good faith which it believes to be authorized or within its rights or
powers; provided, however, that such action or omission by the Indenture
Trustee does not constitute willful misconduct, negligence or bad faith.


 


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


 


(f)                                    The
Indenture Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the
Noteholders pursuant to this Indenture, unless such Noteholders shall have
offered to the Indenture Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.


 


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


 


(h)                                 Except
where the Transaction Documents specifically state otherwise, the Indenture
Trustee, provided it has sent out notices in accordance with the applicable
Transaction Document and is otherwise acting in accordance with the Transaction
Documents, may act as directed by the majority of the outstanding Noteholders
responding in writing to such request for amendment or written direction; provided,
however, that the Noteholders representing at least 51% of the Class A
Note Balance as of the time such voting response is due back to the Indenture
Trustee must have responded in writing to the Indenture Trustee’s notice to
amend or for written direction.  In
addition, the Indenture Trustee shall not have any liability to any Noteholder
or Note Owner with respect to any action taken pursuant to such notice if the
Noteholder or Note Owner does not respond to such notice within the time period
set forth in such notice.  By acceptance
of a Note, each Noteholder and Note Owner is deemed to agree to the foregoing
provisions.


 


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Section 6.3.                                Individual Rights of
Indenture Trustee.


 


The Indenture Trustee, in
its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal with the Issuer or its Affiliates with the same rights
it would have if it were not Indenture Trustee. 
Any Paying Agent, Note Registrar, co-registrar or co-paying agent
hereunder may do the same with like rights.


 


Section 6.4.                                Indenture Trustee’s
Disclaimer.


 


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


 


Section 6.5.                                Notice of Default.


 


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


 


Section 6.6.                                Reports by Indenture
Trustee to Holders.


 


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


 


(b)                                 The
Indenture Trustee shall deliver, within a reasonable period of time after the
end of each calendar year, to all Noteholders and the Insurer a brief report
relating to (i) its eligibility and qualification to continue as Indenture
Trustee pursuant to the terms of this Indenture, (ii) any amounts advanced
by it under this Indenture, (iii) the amount, interest rate and maturity
date of any material indebtedness owing by the Issuer to the Indenture Trustee
in its individual capacity, (iv) the property and funds physically held by
the Indenture Trustee and (v) any action taken by the Indenture Trustee
that materially affects the Notes which has not been previously reported.


 


Section 6.7.                                Compensation and
Indemnity.


 


(a)                                  The
Issuer shall pay to the Indenture Trustee from time to time reasonable
compensation for its services in accordance with Section 3.5(d) of
the Sale and Allocation Agreement and the Indenture Trustee Fee Letter and, to
the extent such amounts are not promptly paid by the Issuer, the Issuer shall
cause the Administrator to pay such amounts in accordance with the
Administration Agreement.  The Indenture
Trustee’s compensation shall not 


 


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be
limited by any law on compensation of a trustee of an express trust.  The Issuer shall, or shall cause the
Administrator to, reimburse the Indenture Trustee for all expenses reasonably
incurred or made by it, including costs of collection, in addition to the
compensation for its services; provided, however, that neither the Issuer nor
the Administrator need reimburse the Indenture Trustee for any expense incurred
through the Indenture Trustee’s willful misconduct, negligence, or bad
faith.  Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Indenture Trustee’s agents, counsel, accountants and experts.  The Issuer shall, or shall cause the
Administrator to, indemnify the Indenture Trustee and the Custodian against any
and all loss, liability or expense (including attorneys’ fees) (collectively,
together with the amounts specified as “Losses” in Section 6A.3(d),
the “Losses”) incurred by it in
connection with the administration of this trust and the performance of its
duties hereunder; provided, however, that neither the Issuer nor
the Administrator need indemnify the Indenture Trustee or the Custodian for any
such loss, liability or expense incurred through the Indenture Trustee’s or
Custodian’s willful misconduct, negligence, or bad faith, as applicable.  The Indenture Trustee or Custodian shall
notify the Issuer and the Administrator promptly of any claim for which it may
seek indemnity.  Any failure by the
Indenture Trustee or the Custodian to so notify the Issuer and the
Administrator shall not, however, relieve the Issuer or the Administrator of
its obligations hereunder.  The Issuer
shall, or shall cause the Servicer to, defend any such claim, and the Indenture
Trustee or the Custodian, as applicable, may have separate counsel and the
Issuer shall, or shall cause the Servicer to, pay the fees and expenses of such
counsel.  Notwithstanding the foregoing,
Losses shall be paid pursuant to this Section 6.7 by the Issuer
solely from amounts in excess of funds necessary to pay all outstanding
interest and principal due to the Noteholders and all other amounts payable in
accordance with the priorities set forth in Section 3.5(d) of the
Sale and Allocation Agreement and shall in any case be nonrecourse as to the
Issuer and, to the extent funds are not so available to pay any Losses when due
and owing, the claims relating thereto shall not constitute a claim (as defined
in Section 101 of Title 11 of the United States Bankruptcy Code) against
the Issuer but shall continue to accrue. 
Each party hereto agrees that the payment of any claim of any such party
in respect of Losses payable by the Issuer shall be subordinated to the payment
in full of all outstanding interest and principal due to each Class of Class A
Noteholders.


 


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


 


(i)                                     for
any error of judgment made by it in good faith unless it is proved that the
Indenture Trustee or the Custodian, as applicable, was negligent in
ascertaining the pertinent facts;


 


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


 


(iii)                               for
interest on any money received by the Indenture Trustee except as the Indenture
Trustee and the Issuer may agree in writing.


 


(c)                                  The
Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.7
shall survive the resignation or removal of the Indenture Trustee and the
discharge of this 


 


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Indenture.  When the Indenture Trustee incurs expenses
after the occurrence of a Default specified in Section 5.1(e) or
(i) with respect to the Issuer, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or similar law.


 


Section 6.8.                                Replacement of
Indenture Trustee.


 


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


 


(A)                              the
Indenture Trustee fails to comply with Section 6.10;


 


(B)                                an
Insolvency Event occurs with respect to the Indenture Trustee;


 


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


 


(D)                               the
Indenture Trustee otherwise becomes incapable of acting.


 


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


 


(b)                                 Any
successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee, the Insurer and the Issuer.  Upon delivery of such written acceptance, the
resignation or removal of the retiring Indenture Trustee shall become effective
and the successor Indenture Trustee shall have all the rights, powers and
duties of the Indenture Trustee under this Indenture.  The successor Indenture Trustee shall mail a
notice of its succession to the Noteholders. 
The retiring Indenture Trustee shall promptly transfer all property held
by it as Indenture Trustee to the successor Indenture Trustee.


 


(c)                                  If
a successor Indenture Trustee does not take office within sixty (60) days after
the retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuer or 


 


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the
Noteholders evidencing not less than 51% of the Class A Note Balance may
petition any court of competent jurisdiction for the appointment of a successor
Indenture Trustee.  If the Indenture
Trustee fails to comply with Section 6.10, any Noteholder may
petition any court of competent jurisdiction for the removal of the Indenture
Trustee and the appointment of a successor Indenture Trustee.


 


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


 


Section 6.9.                                Successor Indenture
Trustee.


 


(a)                                  If
the Indenture Trustee consolidates with, merges or converts into, or transfers
all or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation or banking association without any further act shall be the
successor Indenture Trustee; provided, however, that such
corporation or banking association must be otherwise qualified and eligible
under Section 6.10.  The
Indenture Trustee shall provide the Rating Agencies and the 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 Indenture Trustee shall succeed to the trusts created by this Indenture
any of the Notes shall have been authenticated but not delivered, any such
successor to the Indenture Trustee may adopt the certificate of authentication
of any predecessor trustee and deliver such Notes so authenticated, and in case
at that time any of the Notes shall not have been authenticated, any such
successor to the Indenture Trustee may authenticate such Notes either in the
name of any predecessor trustee or in the name of the successor to the
Indenture Trustee.  In all such cases
such certificates shall have the full force which the Notes or this Indenture
provide that the certificate of the Indenture Trustee shall have.


 


Section 6.10.                         Eligibility;
Disqualification.


 


(a)                                  Notwithstanding
any other provisions of this Indenture, at any time, for the purpose of meeting
any legal requirement of any jurisdiction in which any part of the Trust Estate
may at the time be located, the Indenture Trustee shall have the power and may
execute and deliver an instrument to appoint one or more Persons to act as a
co-trustee or co-trustees, jointly with the Indenture Trustee, or separate
trustee or separate trustees, of all or any part of the Trust Estate, and to
vest in such Person or Persons, in such capacity and for the benefit of the
Noteholders, such title to the Trust Estate, or any part hereof, and, subject
to the other provisions of this Section 6.10, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary
or desirable.  No co-trustee or separate
trustee under this Indenture shall be required to meet the terms of eligibility
as a successor trustee under this Section 6.10 and no notice of the
appointment of any co-trustee or separate trustee shall be required under Section 6.8.


 


(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:


 


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(i)                                     all
rights, powers, duties and obligations conferred or imposed upon the Indenture
Trustee shall be conferred or imposed upon and exercised or performed by the
Indenture 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 Indenture 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 Indenture 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 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 Indenture Trustee;


 


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


 


(iii)                               the
Indenture Trustee may at any time accept the resignation of or remove any
separate trustee or co-trustee.


 


(c)                                  Any
notice, request or other writing given to the Indenture 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 Indenture and the conditions of this Article VI.  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
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. 
Each such instrument shall be filed with the Indenture Trustee.


 


(d)                                 Any
separate trustee or co-trustee may at any time constitute the Indenture 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 Indenture 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 Indenture Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.


 


(e)                                  The
Indenture Trustee or its parent shall have a combined capital, surplus and
undivided profits of at least $50,000,000 as set forth in its most recent
published annual report of condition and shall have a long-term debt rating of
investment grade by each of the Rating Agencies or shall otherwise be
acceptable to each of the Rating Agencies and the Insurer (provided that no
Insurer Default has occurred and is continuing).


 


Article VI-A


 


Section 6A.1                          Possession
of Contract Files by the Custodian.


 


(a)                                  Delivery
of Contract Files.  The Issuer hereby
covenants and agrees with the Indenture Trustee to deliver or cause to be
delivered to the Custodian all Contract Files (i) related to Contracts
sold to the Issuer on the Closing Date no later than the Closing Date and (ii) related



 


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to Contracts sold
to the Issuer on an Additional Contract Purchase Date, no later than such
Additional Contract Purchase Date.  The
Custodian shall continuously hold the Contract Files (i) in trust for, and
as bailee of, the Indenture Trustee and as bailee for the Issuer for purposes
of establishing the Issuer’s ownership thereof, (ii) for purposes of
perfecting the Indenture Trustee’s security interest therein, to the extent
available under applicable law, for the benefit of the Noteholders and the
Insurer, and establishing the Issuer’s ownership thereof subject to such
security interest, (iii) to restrict the possession thereof by any other
person except as permitted in accordance with the terms of this Article VI-A,
and (iv) subject to and in accordance with the terms and provisions of
this

Article VI-A.


 


(b)                                 Subject
to the terms and conditions hereof, the Indenture Trustee and the Issuer hereby
appoint Wells Fargo Bank, National Association, as Custodian, and Wells Fargo
Bank, National Association hereby accepts such appointment, to act as custodian
and bailee of the Issuer and the Indenture Trustee, for the benefit of the
Noteholders and the Insurer, for purposes of Article 9 of the Relevant
UCC, to maintain custody of the Contract Files until the Servicer shall have
delivered a release with respect to any such Contract Files in accordance with
the terms of the Servicing Agreement.


 


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


 


(d)                                 The
Custodian shall (i) maintain in effect a fidelity bond and errors and
omissions insurance, affording coverage to such employees, directors, officers
and other Persons acting on the Custodian’s behalf and in an amount customary
for custodians of automobile loans similar to the Contracts or (ii) self-insure
at levels and in a manner acceptable to the Insurer.


 


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


 


(f)                                    Inventory
of Contract Files.  At the time of
delivery by or on behalf of the Issuer to the Custodian of any Contract File or
other documents related to a Contract, the Issuer shall also deliver a list in
an electronic format acceptable to the Custodian (the “File Number List”) of
Contract File numbers (the “File Numbers”). 
The Custodian shall check the File Numbers of the Contract Files
delivered pursuant to this Indenture and certify to the Seller, the Insurer,
the Issuer and the Indenture Trustee in writing within 48 hours after delivery
of the File Number List, that it has received all the Contract Files
corresponding to the File Number List. 
If upon examination of the Contract Files, the Custodian determines that
it does not have all the Contract Files on the File Number List, the Custodian
shall promptly give written notice of the same to the Indenture Trustee, the
Insurer, the Issuer and the Seller.


 


(g)                                 Possession
of Contract Files.  Without any
limitation of Section 6A.1(a) or (b) hereof, following the
Custodian’s receipt of each Contract File, the Custodian shall retain
possession and custody thereof, subject to the terms of this Indenture, for the
exclusive benefit of, in trust for, and as bailee of, the Indenture Trustee and
for purposes (i) of perfecting the Indenture Trustee’s security interest
therein, to the extent available under applicable law, for the benefit of the
Noteholders and the Insurer and as bailee of the Issuer for purposes of
establishing 


 


53





















 


the Issuer’s
ownership thereof and (ii) of restricting the possession thereof by any
person except as permitted in accordance with the terms of this Article, until
and unless such security interest in any Contract File is released pursuant to
the terms of Section 6A.2 hereof. 
Upon such receipt the Custodian shall also make appropriate notations in
the Custodian’s books and records reflecting that the Contract File has been
pledged to the Indenture Trustee for the benefit of the Noteholders and the
Insurer and that the Indenture Trustee has acquired and holds a security
interest therein.  Notwithstanding any
other provisions of this Indenture, the Custodian shall not at any time
exercise or seek to enforce any claim, right or remedy, including any statutory
or common law rights of set-off, that it might otherwise have against all or
any of the Contract Files or related documents or the proceeds thereof.


 


Section 6A.2                          Release
of Contract Files by the Custodian.


 


(a)                                  The
Custodian shall promptly release any Contract File then held by it to the
Servicer upon receipt of (i) a written request for release of such Contract
File signed by an Authorized Officer of the Servicer in the form attached
hereto as Exhibit D or (ii) an email request by an Authorized
Officer of the Servicer containing the information described in Exhibit D,
followed by a signed copy of such Exhibit D; provided, however,
that the Custodian shall be deemed to have received proper instructions with
respect to the Contract Files upon its receipt of such a written or emailed
request from an Authorized Officer of the Servicer.  “Authorized Officer of the Servicer” shall
mean an officer certified by the Secretary of the Servicer as an officer who is
authorized to give instructions to the Custodian as set forth on a certificate
delivered to the Custodian, the Issuer, the Insurer and the Indenture Trustee
on the Closing Date or on any such subsequent certificate delivered to the
Custodian, the Issuer, the Insurer and the Indenture Trustee.


 


(b)                                 The
Custodian shall promptly deliver to the Indenture Trustee or its designee any
or all Contract Files in the Custodian’s custody upon the written request of an
Authorized Officer of the Indenture Trustee. 
The Indenture Trustee shall provide the Issuer, the Insurer and the
Servicer with a copy of any such request delivered to the Custodian.  Written instructions as to the method of
shipment and shipper(s) the Custodian is directed to utilize in connection with
the delivery of Contract Files in the performance of the Custodian’s duties
hereunder shall be delivered by the Indenture Trustee to the Custodian prior to
any shipment of Contract Files pursuant to the request of Indenture Trustee
hereunder.  The Indenture Trustee will
arrange for the provision of such services at the cost and expense of the
Issuer (or, at the Custodian’s option, the Custodian shall be reimbursed by the
Issuer for all costs and expenses incurred by the Custodian consistent with
such instructions (it being understood that any such reimbursement shall be
paid in accordance with the priorities set forth in Section 3.5(d) of
the Sale and Allocation Agreement)) and will maintain such insurance against
loss or damage to the Contract Files as the Indenture Trustee and the Servicer
reasonably deem appropriate.  “Authorized
Officer of the Indenture Trustee” shall mean an officer certified by the
Secretary of the Indenture Trustee as an officer who is authorized to give
instructions to the Custodian as set forth on a certificate delivered to the
Custodian, the Issuer and the Insurer on the Closing Date or on any such
subsequent certificate delivered to the Custodian, the Issuer and the Insurer.


 


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Section 6A.3                          Regarding
the Custodian.


 


(a)                                  The
Custodian undertakes to perform only such duties as are expressly set forth
herein.


 


(b)                                 The
Custodian may rely and shall be protected in acting or refraining from acting
upon any written notice, instruction or request furnished to it hereunder and
believed by it to be genuine and to have been signed or presented by the proper
party or parties.  The Custodian shall be
under no duty to inquire into or investigate the validity, accuracy or content
of any such document.  The Custodian
shall have no duty to verify the authenticity, genuineness or conformity to the
requirements of this Indenture of any Contract Files or related documents
delivered to it hereunder, or to determine whether the materials included in
any Contract File conform to the requirements hereof.


 


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


 


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


 


(e)                                  In
addition to and not in limitation of paragraph (d) immediately
above, the Issuer also agrees to indemnify and hold the Indemnitees and each of
them harmless from and against any and all Losses that may be imposed on,
incurred by, or asserted against, the Indemnitees or any of them in connection
with or arising out of the Custodian’s performance under this Indenture,
provided the Indemnitees have not acted with gross negligence or bad faith or
engaged in willful misconduct or breach of contract (it being understood that
such Losses shall be paid pursuant to Section 3.5(d) of the Sale and
Allocation Agreement).


 


(f)                                    The
duties and responsibilities of the Custodian hereunder shall be determined
solely by the express provisions of this Indenture, and no other or further
duties or responsibilities shall be implied. 
The Custodian shall not have any liability under, nor duty to inquire
into the terms and provisions of, any agreement or instructions, other than as
specifically required by this Indenture.


 


55





















 


(g)                                 The
Custodian shall not incur any liability for following the instructions herein
contained or expressly provided for, or written instructions given by the
parties hereto in accordance with the express provisions hereof.


 


(h)                                 In
the event that the Custodian shall be uncertain as to its duties or rights
hereunder or shall receive instructions, claims or demands from any party
hereto which, in its opinion, conflict with any of the provisions of this
Indenture, it shall be entitled to refrain from taking any action and its sole
obligation shall be to request definitive instructions from the other parties
hereto and to keep safely all property held in custody until it shall be
directed otherwise in writing by all of the other parties hereto or by a final
order or judgment of a court of competent jurisdiction.


 


(i)                                     Any
corporation or association into which the Custodian in its individual capacity
may be merged or converted or with which it may be consolidated, or any
corporation or association resulting from any merger, conversion or
consolidation to which the Custodian in its individual capacity shall be a
party, or any corporation or association to which all or substantially all of
the corporate trust business of the Custodian in its individual capacity may be
sold or otherwise transferred, shall be the Custodian under this Indenture
without further act.


 


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


 


(k)                                  The
Custodian agrees to maintain the Contract Files which are delivered to it at
the offices of the Custodian located at: ABS Custody Vault, 751 Kasota Avenue,
MAC N9328-011, Minneapolis, Minnesota 
55414, Attn: Corporate Trust Services – Asset Backed Securities Vault,
and the Custodian shall notify the Indenture Trustee, the Issuer and the
Insurer by written notice of any change in the location of the Contract
Files.  Subject to the foregoing, the
Custodian may temporarily move individual Contract Files or any portion thereof
without notice as necessary to allow the Servicer to conduct collection and
other servicing activities in accordance with its customary practices and procedures.


 


(l)                                     The
Custodian shall hold the Contract Files in its fire-resistant storage vault
under its exclusive custody and control in accordance with customary standards
for such custody and shall maintain a fidelity bond plus document hazard
insurance in such amounts and against such risks as customarily are maintained
by custodians acting in a similar capacity to the Custodian hereunder with
respect to receivables similar to the Contracts.  If the Indenture Trustee or the Issuer
suffers losses or damages as a result of the destruction or loss of any of the
Contract Files or any item therein, the Custodian shall:  (i) at the request of the Indenture
Trustee or the Issuer, make any appropriate claim under such bond or insurance;
and (ii) to the extent of the Indenture Trustee’s or the Issuer’s losses
or damages, pay the proceeds thereof to the Indenture Trustee, or if all of the
Issuer’s obligations under this Indenture and the Notes and the Insurance
Agreement have been paid in full, to the Issuer, unless the Custodian has
replaced the lost or destroyed items or has otherwise reimbursed the Indenture
Trustee or the Issuer, as applicable, for such losses or damages.  The Custodian shall maintain the Contract
Files segregated from and not commingled with any other files of the Custodian.


 


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(m)                               The
Custodian shall not deliver physical possession of, or otherwise transfer,
assign, pledge, mortgage, convey or dispose of any Contract Files in its
possession to any Person except (i) as provided in this Article VI-A
and the Servicing Agreement, and (ii) upon termination of this Indenture.


 


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


 


(o)                                 The
Custodian specifically acknowledges and agrees that so long as Wells Fargo
Bank, National Association, is acting as Custodian under this Indenture in the
event that Wells Fargo Bank, National Association shall either be terminated or
resign as Indenture Trustee pursuant to this Indenture, then the Custodian
shall similarly either be terminated or resign and the Custodian shall deliver
the Contract Files to the successor Indenture Trustee, acting as successor
Custodian, appointed pursuant to the terms of this Indenture at such place as
the successor Custodian may reasonably designate.  Any entity acting as Custodian hereunder may
not resign as such unless such entity also resigns its capacity as Indenture
Trustee.


 


(p)                                 Except
for actions expressly authorized by this Article, the Custodian shall take no
action which would or would be likely to impair the security interests created
or existing under any Contract or Financed Vehicle or to impair the value of
any Contract or Financed Vehicle.


 


(q)                                 The
Custodian hereby agrees not to assert (in its individual capacity or otherwise)
any liens of any kind with respect to the Contract Files (except in its role as
Indenture Trustee and secured party with respect to the liens created pursuant
to this Indenture and secured party assignee with respect to the liens created
pursuant to the Contribution Agreement and the Sale and Allocation Agreement)
held by it or the related Contracts and hereby releases and waives any such
liens.


 


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


 


Article VII



Noteholders’ Lists and Reports


 


Section 7.1.                                Issuer to Furnish
Indenture Trustee Names and Addresses of Noteholders.


 


The Issuer shall furnish
or cause to be furnished to the Indenture Trustee (i) within five (5) days
after each Record Date, a list, in such form as the Indenture Trustee may
reasonably require, of the names and addresses of the Class A Noteholders
as of such Record Date and (ii) at such other times as the Indenture
Trustee may request in writing, within thirty (30) days after 


 


57





















 


receipt by the
Issuer of any such request, a list of similar form and content as of a date not
more than ten (10) days prior to the time such list is furnished;
provided, however, that so long as the Indenture Trustee is the Note Registrar
or the Class A Notes are issued as Book-Entry Notes, no such list shall be
required to be furnished.


 


Section 7.2.                                Preservation of
Information; Communications to Noteholders.


 


The Indenture Trustee
shall preserve, in as current a form as is reasonably practicable, the names
and addresses of the Noteholders contained in the most recent list furnished to
the Indenture Trustee as provided in Section 7.1 and the names and
addresses of the Noteholders received by the Indenture Trustee in its capacity
as Note Registrar.  The Indenture Trustee
may destroy any list furnished to it as provided in Section 7.1
upon receipt of a new list so furnished.


 


Section 7.3.                                Fiscal Year.


 


Unless
the Issuer otherwise determines, the Fiscal Year of the Issuer shall end on April 30
of each year.


 


Article VIII



Accounts, Disbursements and Releases


 


Section 8.1.                                Collection of Money Collection.


 


Except as otherwise
expressly provided herein, the Indenture Trustee may demand payment or delivery
of, and shall receive and collect, directly and without intervention or
assistance of any fiscal agent or other intermediary, all money and other
property payable to or receivable by the Indenture Trustee pursuant to this
Indenture and the Sale and Allocation Agreement.  The Indenture Trustee shall apply all such
money received by it as provided in this Indenture and the Sale and Allocation
Agreement.  Except as otherwise expressly
provided in this Indenture, if any default occurs in the making of any payment
or performance under any agreement or instrument that is part of the Trust
Estate, the Indenture Trustee may take such action as may be appropriate to
enforce such payment or performance, including the institution and prosecution
of appropriate Proceedings.  Any such
action shall be without prejudice to any right to claim a Default or Event of
Default under this Indenture and any right to proceed thereafter as provided in
Article V.


 


Section 8.2.                                Trust Accounts.


 


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


 


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


 


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(c)                                  On
each Payment Date, the Indenture Trustee shall apply or cause to be applied the
amount on deposit in the Collection Account on such Payment Date in accordance
with Section 3.5(d) of the Sale and Allocation Agreement.


 


(d)                                 On
or before the Closing Date, the Issuer shall cause the Servicer to establish
and maintain, in the name of the Indenture Trustee, for the exclusive benefit
of the Class A Noteholders, the Class A Note Payment Account as
provided in Section 3.1(b) of the Sale and Allocation Agreement and,
for the exclusive benefit of the Class B Noteholders, the Class B
Note Payment Account.  On each Payment
Date, the Indenture Trustee shall apply or cause to be applied the amount on
deposit in the Class A Note Payment Account and the Class B Note
Payment Account on such Payment Date in accordance with Section 2.8(b) or
(f), as applicable.


 


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


 


Section 8.3.                                General Provisions
Regarding Accounts.


 


(a)                                  So
long as no Default or Event of Default shall have occurred and be continuing,
all or a portion of the funds in the Trust Accounts shall be invested by the
Indenture Trustee at the direction of the Servicer in Eligible Investments as
provided in Sections 3.1 and 3.6(b) of the Sale and Allocation
Agreement.  All income or other gain (net
of losses and investment expenses) from investments of monies deposited in the
Trust Accounts shall be withdrawn by the Indenture Trustee from such accounts
and deposited to the Collection Account and shall constitute Available
Funds.  The Servicer shall not direct the
Indenture Trustee to make any investment of any funds or to sell any investment
held in any of the Trust Accounts unless the security interest Granted and
perfected in such account will continue to be perfected in such investment or
the proceeds of such sale, in either case without any further action by any
Person, and, in connection with any direction to the Indenture Trustee to make
any such investment or sale, if requested by the Indenture Trustee, the Issuer
shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the
Indenture Trustee, to such effect.


 


(b)                                 Subject
to Section 6.1(c), the Indenture Trustee shall not in any way be
held liable by reason of any insufficiency in any of the Trust Accounts
resulting from any loss on any Permitted Investment included therein, except
for losses attributable to the Indenture Trustee’s failure to make payments on
such Eligible Investments issued by the Indenture Trustee, in its commercial
capacity as principal obligor and not as trustee, in accordance with their
terms.


 


(c)                                  If
(i) the Servicer shall have failed to give investment directions for any
funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M.
(New York City time) (or such other time as may be agreed upon by the Issuer
and Indenture Trustee), on the Business Day preceding each Payment Date, (ii) a
Default or Event of Default shall have occurred and be continuing with respect
to the Notes but the Notes shall not have been declared due and payable
pursuant to Section 5.2 or (iii) if the Notes shall have been
declared due and payable following an Event of Default, amounts collected or
receivable from the Trust Estate are being applied in accordance with Section 5.4
as if there had not been such a declaration, then the Indenture 


 


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Trustee
shall, to the fullest extent practicable, invest and reinvest funds in the
Trust Accounts in Eligible Investments described in clause (vii) of the
definition thereof.


 


Section 8.4.                                Release of Trust
Estate.


 


(a)                                  Subject
to the payment of its fees and expenses pursuant to Section 6.7, the
Indenture Trustee may, and when required by the provisions of this Indenture
shall, execute instruments to release property from the lien of this Indenture,
or convey the Indenture Trustee’s interest in the same, in a manner and under
circumstances that are not inconsistent with the provisions of this
Indenture.  No party relying upon an
instrument executed by the Indenture Trustee as provided in this Article VIII
shall be bound to ascertain the Indenture Trustee’s authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
monies.


 


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


 


Section 8.5.                                Opinion of Counsel


 


The Indenture Trustee
shall receive at least seven (7) days notice when requested by the Issuer
to take any action pursuant to Section 8.4(a), accompanied by
copies of any instruments involved, and the Indenture Trustee shall also
require, except in connection with any action contemplated by Section 8.4(b),
as a condition to such action, an Opinion of Counsel, in form and substance
satisfactory to the Indenture Trustee, stating the legal effect of any such
action, outlining the steps required to complete such action, and concluding
that all conditions precedent to the taking of such action have been complied
with and such action will not materially and adversely impair the security for
the Notes or the rights of the Noteholders or the Insurer in contravention of
the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Trust Estate.  Counsel
rendering any such opinion may rely, without independent investigation, on the
accuracy and validity of any certificate or other instrument delivered to the
Indenture Trustee in connection with any such action.


 


Article IX



Supplemental Indentures


 


Section 9.1.                                Supplemental
Indentures Without Consent of Noteholders.


 


The Issuer and the
Indenture Trustee, when authorized by an Issuer Order, may, without the consent
of the Holders of any Notes but with prior notice to the Rating Agencies and
the Insurer and with the consent of the Insurer (if no Insurer Default shall
have occurred and be 


 


60





















 


continuing), at
any time and from time to time, enter into one or more indentures supplemental
hereto, in form satisfactory to the Indenture Trustee, for any of the following
purposes:


 


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


 


(b)                                 to
evidence the succession, in compliance with the applicable provisions hereof,
of another Person to the Issuer, and the assumption by any such successor of
the covenants of the Issuer herein and in the Notes contained;


 


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


 


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


 


(e)                                  to
cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture that may be inconsistent with any other provision herein
or in any supplemental indenture or to make any other provisions with respect
to matters or questions arising under this Indenture which will not be
inconsistent with other provisions of this Indenture;


 


(f)                                    to
evidence and provide for the acceptance of the appointment hereunder by a
successor trustee with respect to the Notes and to add to or change any of the
provisions of this Indenture as shall be necessary to facilitate the
administration of the trusts hereunder by more than one trustee, pursuant to
the requirements of Article VI; or


 


(g)                                 to
modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to effect the qualification of this Indenture under any
federal statute hereafter enacted.


 


provided,
however, that (i) such action shall not, as evidenced by an Opinion of
Counsel which may be based on an officer’s certificate of the Issuer, adversely
affect in any material respect the interests of any Noteholder or the Insurer, (ii) the
Rating Agency Condition shall have been satisfied with respect to such action
and (iii) such action shall not, as evidenced by an Opinion of Counsel,
cause the Issuer to be characterized for federal income tax purposes as an
association or publicly traded partnership taxable as a corporation or
otherwise have any material adverse impact on the federal income taxation of
any Notes Outstanding or any Noteholder. 
The Indenture Trustee is hereby authorized to join in the execution of
any such supplemental indenture and to make any further appropriate agreements
and stipulations that may be therein contained.


 


Section 9.2.                                Supplemental
Indentures with Consent of Noteholders.


 


The Issuer and the
Indenture Trustee, when authorized by an Issuer Order, may, with the consent of
the Insurer (if no Insurer Default shall have occurred and be continuing) and
the 


 


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Noteholders
evidencing not less than 51% of the Class A Note Balance and with prior
notice to the Rating Agencies and the Insurer, by Act of such Holders delivered
to the Issuer and the Indenture Trustee, at any time and from time to time,
enter into one or more indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or modifying in any manner the rights of the
Noteholders under this Indenture; provided, however, that (a) such
action shall not, as evidenced by an Opinion of Counsel, which may be based on
a certificate of the Issuer, adversely affect in any material respect the
interests of any Noteholder or the Insurer, (b) the Rating Agency
Condition shall have been satisfied with respect to such action and (c) such
action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be
characterized for federal income tax purposes as an association or publicly
traded partnership taxable as a corporation or otherwise have any material
adverse impact on the federal income taxation of any Notes Outstanding or any
Noteholder; and, provided further, that no such supplemental indenture shall,
without the consent of the Insurer and the Holder of each Outstanding Note
affected thereby:


 


(i)                                     change
the Final Note Payment Date for any Class of Notes or the date of payment
of any installment of principal of or interest, if applicable, on any Class of
Notes, or reduce the principal amount thereof, the interest rate thereon or the
Redemption Price with respect thereto, change the provisions of this Indenture
relating to the application of collections on, or the proceeds of the sale of,
the Trust Estate to payment of principal of or interest, if applicable on any Class of
Notes, or change any place of payment where, or the coin or currency in which,
any Note or the interest thereon is payable;


 


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


 


(iii)                               reduce
the percentage of the Notes the consent of the Holders of which is required for
any such supplemental indenture or for any waiver of compliance with certain
provisions of this Indenture or of certain defaults hereunder and their
consequences as provided in this Indenture;


 


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


 


(v)                                 reduce
the percentage of the Notes the consent of the Holders of which is required to
direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4
if the proceeds of such sale would be insufficient to pay in full the principal
amount of and accrued but unpaid interest, if applicable, on any Class of
Notes;


 


(vi)                              modify
any provision of this Indenture specifying a percentage of the principal amount
of the Notes necessary to amend this Indenture or the other Transaction
Documents except to increase any percentage specified herein or to provide that
certain additional provisions of this Indenture or the other Transaction
Documents cannot be 


 


62





















 


modified or waived
without the consent of the Holders of each Outstanding Note affected thereby;


 


(vii)                           modify
any of the provisions of this Indenture in such a manner as to affect the
calculation of the amount of any payment of interest, if applicable, or principal
due on any Class of Notes on any Payment Date (including the calculation
of any of the individual components of such calculation) or to affect the
rights of the Noteholders to the benefit of any provisions for the mandatory
redemption of the Notes contained herein; or


 


(viii)                        permit the
creation of any lien ranking prior to or on a parity with the lien of this
Indenture with respect to any part of the Trust Estate or, except as otherwise
permitted or contemplated herein, terminate the lien of this Indenture on any
such collateral at any time subject hereto or deprive the Holder of any Note of
the security provided by the lien of this Indenture.


 


The Indenture Trustee may
in its discretion determine whether or not any Notes would be affected by any
supplemental indenture and any such determination shall be conclusive upon the
Holders of all Notes, whether theretofore or thereafter authenticated and
delivered hereunder.  The Indenture
Trustee shall not be liable for any such determination made in good faith.


 


It shall not be necessary
for any Act of Noteholders under this Section 9.2 to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.  Promptly after the execution by the Issuer
and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.2,
the Indenture Trustee shall mail to the Noteholders to which such amendment or
supplemental indenture relates a notice setting forth in general terms the
substance of such supplemental indenture. 
Any failure of the Indenture Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.


 


Section 9.3.                                Execution of Supplemental
Indentures.


 


In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts
created by this Indenture, the Indenture Trustee shall be entitled to receive
and, subject to Sections 6.1 and 6.2, shall be fully protected in
relying upon an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and that
all conditions precedent in this Indenture to the execution and delivery of
such supplemental indenture have been satisfied.  The Indenture Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee’s own rights, duties, liabilities or immunities under this
Indenture or otherwise.


 


Section 9.4.                                Effect of
Supplemental Indenture.


 


Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and shall be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations
of rights, obligations, duties, liabilities and immunities under this Indenture
of the Indenture Trustee, the 


 


63





















 


Issuer and the
Noteholders shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.


 


Section 9.5.                                Reference in Notes
to Supplemental Indentures.


 


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


 


Article X



Redemption of Notes


 


Section 10.1.                         Redemption.


 


The Notes are subject to redemption in whole, but not in part, at the
direction of the Issuer on any Payment Date on which the Depositor exercises
its option to purchase the assets of the Issuer pursuant to Section 5.16
of the Sale and Allocation Agreement. 
The amount paid by the Depositor pursuant to such Section 5.16
shall be treated as collections in respect of the Contracts, constitute
Available Funds and be applied to pay the unpaid principal amount of the
Outstanding Notes and accrued and unpaid interest thereon plus all amounts owed
to the Insurer, the Owner Trustee, the Indenture Trustee, the Servicer and the
Back-up Servicer under the Transaction Documents.  The Issuer shall furnish or shall cause the
Depositor to furnish notice of such redemption to the Insurer, the Seller, the
Indenture Trustee, the Rating Agencies and the Noteholders.  The Issuer shall cause the Depositor to
deposit the Redemption Price in the Collection Account by 10:00 A.M. (New York
City time) on the Business Day prior to the Redemption Date, whereupon all
Notes shall be due and payable on the Redemption Date.


 


Section 10.2.                         Form of Redemption
Notice.


 


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


 


All notices of redemption
shall state:


 


(a)                                  the
Redemption Date;


 


(b)                                 the
Redemption Price; and


 


64





















 


(c)                                  the
place where the Notes are to be surrendered for payment of the applicable
Redemption Price (which shall be the office or agency of the Issuer to be
maintained as provided in Section 3.2).


 


Notice of redemption of
the Notes shall be given by the Indenture Trustee in the name and at the
expense of the Issuer.  Any failure to
give notice of redemption, or any defect therein, to any Holder of any Note
shall not, however, impair or affect the validity of the redemption of any
other Note.


 


Section 10.3.                         Notes Payable on Redemption
Date.


 


The Notes to be redeemed
shall, following notice of redemption as required by Section 10.2
(in the case of redemption pursuant to Section 10.1), become due
and payable on the Redemption Date at the Redemption Price and (unless the
Issuer shall default in the payment of the Redemption Price) no interest shall
accrue on the Redemption Price for any period after the date to which accrued
interest is calculated for purposes of calculating the Redemption Price.


 


Article XI



Miscellaneous


 


Section 11.1.                         Compliance Certificates and
Opinions, etc.


 


(a)                                  Upon
any application or request by the Issuer to the Indenture Trustee to take any
action under any provision of this Indenture, the Issuer shall furnish to the
Indenture Trustee (i) an Issuer’s Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, (ii) an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent, if any, have
been complied with.


 


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture shall include:


 


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


 


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


 


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


 


(D)                               a
statement as to whether, in the opinion of each such signatory, such condition
or covenant has been complied with.


 


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(b)                                 Prior
to the deposit of any Collateral or other property or securities with the
Indenture Trustee that is to be made the basis for the release of any property
or securities subject to the lien of this Indenture, the Issuer shall, in
addition to any obligation imposed in Section 11.1(a) or
elsewhere in this Indenture, deliver to the Indenture Trustee an Issuer’s
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within ninety (90) days of such deposit) to
the Issuer of the Collateral or other property or securities to be so
deposited.


 


(c)                                  Whenever
the Issuer is required to furnish to the Indenture Trustee an Issuer’s
Certificate certifying or stating the opinion of any signer thereof as to the
matters described in Section 11.1(b), the Issuer shall also furnish
to the Indenture Trustee an Independent Certificate as to the same matters if
the fair value to the Issuer of the property or securities to be so deposited
and of all other such property or securities made the basis of any such
withdrawal or release since the commencement of the then-current Fiscal Year of
the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(b) and
this Section 11.1(c), is ten percent (10%) or more of the Class A
Note Balance, but such a certificate need not be furnished with respect to any
property or securities so deposited if the fair value thereof to the Issuer as
set forth in the related Issuer’s Certificate is less than $25,000 or less than
one percent (1%) of the Class A Note Balance.


 


(d)                                 Whenever
any property or securities are to be released from the lien of this Indenture,
the Issuer shall also furnish to the Indenture Trustee an Issuer’s Certificate
certifying or stating the opinion of each person signing such certificate as to
the fair value (within ninety (90) days of such release) of the property or
securities proposed to be released and stating that in the opinion of such
person the proposed release will not impair the security under this Indenture
in contravention of the provisions hereof.


 


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


 


(f)                                    Notwithstanding
Section 2.10 or any other provisions of this Section 11.1,
the Issuer may, without compliance with the requirements of the other
provisions of this Section 11.1, (i) collect, liquidate, sell
or otherwise dispose of Contracts and Financed Vehicles as and to the extent
permitted or required by the Transaction Documents and (ii) make cash
payments out of the Trust Accounts as and to the extent permitted or required
by the Transaction Documents.


 


66





















 


Section 11.2.                         Form of Documents
Delivered to Indenture Trustee.


 


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


 


(b)                                 Any
certificate or opinion of an Authorized Officer of the Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such Issuer’s Certificate or opinion is
based are erroneous.  Any such
certificate of an Authorized Officer or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, one or more officers of the Servicer, the Seller, the
Administrator or the Issuer, stating that the information with respect to such
factual matters is in the possession of the Servicer, the Seller, the
Administrator or the Issuer, unless such Authorized Officer or counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous.


 


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


 


(d)                                 Whenever
in this Indenture, in connection with any application or certificate or report
to the Indenture Trustee, it is provided that the Issuer shall deliver any
document as a condition of the granting of such application, or as evidence of
the Issuer’s compliance with any term hereof, it is intended that the truth and
accuracy, at the time of the granting of such application or at the effective
date of such certificate or report (as the case may be), of the facts and
opinions stated in such document shall in such case be conditions precedent to
the right of the Issuer to have such application granted or to the sufficiency
of such certificate or report.  The
foregoing shall not, however, be construed to affect the Indenture Trustee’s
right to rely upon the truth and accuracy of any statement or opinion contained
in any such document as provided in Article VI.


 


Section 11.3.                         Acts of Noteholders.


 


(a)                                  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by the Noteholders may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by the Noteholders in person or by agents duly appointed
in writing, and except as herein otherwise expressly provided such action shall
become effective when such instrument or instruments are delivered to the
Indenture Trustee and, where it is hereby expressly required, to the
Issuer.  Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Noteholders signing such instrument or
instruments.  Proof of execution of any
such instrument or of a writing appointing any such agent shall be 


 


67





















 


sufficient
for any purpose of this Indenture and (subject to Section 6.1) conclusive
in favor of the Indenture Trustee and the Issuer, if made in the manner
provided in this Section 11.3.


 


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


 


(c)                                  The
ownership of Notes shall be proved by the Note Register.


 


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


 


Section 11.4.                         Notices, etc. to Indenture
Trustee.


 


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


 


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


 


(b)                                 the
Issuer by the Indenture Trustee or by any Noteholder, shall be sufficient for
every purpose hereunder if in writing and mailed first-class, postage prepaid
to the Issuer addressed to: First Investors Auto Owner Trust 2005-A, c/o Wells
Fargo Delaware Trust Company, 919 North Market Street, Suite 700,
Wilmington, DE 19801, Attention: Corporate Trust Administration, or at any
other address previously furnished in writing to the Indenture Trustee by the
Issuer or the Administrator.  The Issuer
shall promptly transmit any notice received by it from the Noteholders to the
Indenture Trustee; or


 


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


 


Notices required to be
given to the Rating Agencies by the Issuer, the Indenture Trustee or the Owner
Trustee shall be in writing, personally delivered, telecopied or mailed by
certified mail, return receipt requested, to (i) 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, and (ii) in 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.


 


68





















 


Section 11.5.                         Notices to Noteholders;
Waiver Notices to Noteholders.


 


(a)                                  Where
this Indenture provides for notice to Noteholders of any event, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class, postage prepaid to each Noteholder affected by
such event, at its address as it appears on the Note Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice.  In any case where
notice to Noteholders is given by mail, neither the failure to mail such notice
nor any defect in any notice so mailed to any particular Noteholder shall
affect the sufficiency of such notice with respect to other Noteholders, and
any notice that is mailed in the manner herein provided shall conclusively be
presumed to have been duly given.


 


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


 


(c)                                  If,
by reason of the suspension of regular mail service as a result of a strike,
work stoppage or similar activity, it shall be impractical to mail notice
of any event to Noteholders when such notice is required to be given pursuant
to any provision of this Indenture, then any manner of giving such notice as
shall be satisfactory to the Indenture Trustee shall be deemed to be a
sufficient giving of such notice.


 


(d)                                 Where
this Indenture provides for notice to the Rating Agencies, failure to give such
notice shall not affect any other rights or obligations created hereunder, and
shall not under any circumstance constitute a Default or Event of Default.


 


Section 11.6.                         Alternate Payment and
Notice Provisions.


 


Notwithstanding any
provision of this Indenture or any of the Notes to the contrary, the Issuer may
enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by the Indenture Trustee or any Paying Agent to such Holder,
that is different from the methods provided for in this Indenture for such
payments or notices.  The Issuer shall
furnish to the Indenture Trustee a copy of each such agreement and the
Indenture Trustee shall cause payments to be made and notices to be given in
accordance with such agreements.


 


Section 11.7.                         Effect of Headings and
Table of Contents.


 


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


 


Section 11.8.                         Successors and Assigns.


 


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


 


69





















 


Section 11.9.                         Severability.


 


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


 


Section 11.10.                  Benefits of Indenture.


 


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


 


Section 11.11.                  Legal Holiday.


 


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


 


Section 11.12.                  Governing Law.


 


This Indenture shall be
construed in accordance with the laws of the State of New York without
reference to its conflict of law provisions and the obligations, rights and
remedies of the parties under this Indenture shall be determined in accordance
with such laws.


 


Section 11.13.                  Counterparts.


 


This Indenture 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 11.14.                  Recording of Indenture.


 


If this Indenture is
subject to recording in any appropriate public recording office, such recording
shall be effected by the Issuer at its expense and shall be accompanied by an Opinion
of Counsel (which may be counsel to the Indenture Trustee or any other counsel
reasonably acceptable to the Indenture Trustee) to the effect that such
recording is necessary either for the protection of the Noteholders or any
other Person secured hereunder or for the enforcement of any right or remedy
granted to the Indenture Trustee under this Indenture.


 


Section 11.15.                  Trust Obligation.


 


No recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the
Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or
any certificate or other writing delivered in connection herewith or therewith
against (a) the Indenture Trustee or the Owner Trustee in its individual
capacity, (b) any holder of a beneficial 


 


70





















 


interest in the
Issuer or (c) any partner, owner, beneficiary, agent, officer, director,
employee or agent of the Indenture Trustee or the Owner Trustee in its
individual capacity, of any holder of a beneficial interest in the Issuer, the
Owner Trustee or the Indenture Trustee or of any successor or assign of the
Indenture Trustee or the Owner Trustee in its individual capacity, except as
any such Person may have expressly agreed (it being understood that the
Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacities), and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity. 
For all purposes of this Indenture the Owner Trustee (as such and in its
individual capacity) shall be subject to, and entitled to the benefits of, the
terms and provisions of the Trust Agreement.


 


Section 11.16.                  No Petition.


 


The Indenture Trustee, by
entering into this Indenture, and each Noteholder or Note Owner, by accepting a
Note or beneficial interest in a Note, as the case may be, hereby covenant and
agree that they will not at any time institute against, join in any institution
against, or knowingly or intentionally cooperate or encourage any other Person
in instituting against, the Depositor or the Issuer, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the other Transaction Documents.


 


Section 11.17.                  Inspection.


 


The Issuer shall, with
reasonable prior notice, permit any representative of the Indenture Trustee or
the Insurer, during the Issuer’s normal business hours, to examine the books of
account, records, reports and other papers of the Issuer, to make copies and
extracts therefrom, to cause such books to be audited by Independent certified
public accountants, and to discuss the Issuer’s affairs, finances and accounts
with the Issuer’s officers, employees, and Independent certified public accountants,
all at such reasonable times and as often as may be reasonably requested.  The Indenture Trustee shall and shall cause
its representatives to hold in confidence all such information except to the
extent disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.


 


Section 11.18.                  Certain Matters Regarding the
Insurer.


 


If no Insurer Default
shall have occurred and be continuing, the Insurer shall have the right to
exercise all rights, including voting rights, which the Class A
Noteholders are entitled to exercise pursuant to this Indenture, without any
consent of such Class A Noteholders except for amendments which require
the consent of both Class A Noteholders and the Insurer, in accordance
with Section 9.2; provided, however, that, without
the consent of each Class A Noteholder affected thereby, the Insurer shall
not exercise such rights to amend this Indenture in any manner that would (a) reduce
the amount of, or delay the timing of, collections of payments on the Contracts
or distributions which are required to be made on any Class of Class A
Notes,


 


71





















 


(b) adversely
affect in any material respect the interests of the Holders of any Class of
Class A Notes or (c) alter the rights of any Class A Holder to
consent to such amendment.


 


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


 


Section 11.19.                  Acknowledgment of Multiple Roles.


 


The parties expressly
acknowledge and consent to Wells Fargo Bank, National Association (“Wells Fargo”) acting in the possible
dual capacity of Back-up Servicer or successor Servicer and in the capacity as
Indenture Trustee and Custodian.  Wells
Fargo may, in such dual capacity, discharge its separate functions 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 Wells Fargo of express duties
set forth in this Indenture in any of such capacities, all of which defenses,
claims or assertions are hereby expressly waived by the other parties hereto
except in the case of negligence (other than errors in judgment) and willful
misconduct by Wells Fargo.


 


72





















 


IN WITNESS WHEREOF, the
parties hereto have caused this Indenture 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 OWNER TRUST 2005-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WELLS FARGO
  DELAWARE TRUST

  COMPANY, not in its individual capacity but

  solely as Owner Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO
  BANK, NATIONAL ASSOCIATION,

  not in its individual capacity but as Indenture Trustee and

  Custodian

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


73





















 


SCHEDULE A


to Indenture


 


Perfection Representations, Warranties And
Covenants


 


In addition to the
representations, warranties and covenants contained in the Indenture, the
Issuer hereby represents, warrants, and covenants to the Indenture Trustee as
follows on the Closing Date, and on each Additional Contract Purchase Date, in
each case only with respect to the Collateral pledged to the Indenture Trustee
on the Closing Date, or the relevant Additional Contract Purchase Date, as
applicable:


 


General


 


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


 


2.                                       Each
Contract constitutes “tangible chattel paper” and not “electronic chattel paper”,
within the meaning of the Relevant UCC Section 9-102.


 


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


 


Creation


 


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


 


Perfection


 


1.                                       The
Issuer has caused the filing of all appropriate financing statements in the
proper filing office in the appropriate jurisdictions under applicable law in
order to perfect the security interest in the Collateral granted to the
Indenture Trustee under the Indenture.


 


2.                                       With
respect to Collateral that constitutes tangible chattel paper, such tangible
chattel paper is in the possession of the Custodian, and the Issuer has
received a written acknowledgment from the Custodian that it is holding such
tangible chattel paper for the benefit of the Indenture Trustee and the
Issuer.  All financing statements filed
or to be filed against the Issuer in favor of the Indenture Trustee in
connection with this Indenture describing the Collateral contain a statement to
the following effect: “A purchase of or security interest in any collateral
described in this financing statement will violate the rights of the Secured
Party.”


 





















 


Priority


 


1.                                       Other
than the security interest granted to the Indenture Trustee pursuant to this
Indenture, the Issuer has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed any of the Collateral.  The Issuer has not authorized the filing of,
or is aware of any financing statements against either the Seller, the
Depositor or the Issuer that includes a description of the Collateral and
proceeds related thereto other than any financing statement:  (i) relating to the sale of the
Contributed Property by the Seller to the Depositor under the Contribution
Agreement; (ii) relating to the sale of the Trust Property by the
Depositor to the Issuer under the Sale and Allocation Agreement; (iii) relating
to the security interest granted to the Indenture Trustee by the Issuer under
the Indenture; or (iv) that has been terminated or amended to reflect a
release of the Collateral.


 


2.                                       The
Issuer is not aware of any judgment, ERISA or tax lien filings against either
the Seller, the Depositor or the Issuer.


 


3.                                       None
of the tangible chattel paper that constitutes or evidences the Contracts has
any marks or notations indicating that it has been pledged, assigned or
otherwise conveyed to any Person other than the Seller, the Depositor, the
Issuer or the Indenture Trustee.


 


Survival of Perfection Representations


 


1.                                       Notwithstanding
any other provision of this Indenture, the Contribution Agreement, the Sale and
Allocation Agreement or any other Transaction Document, the Perfection
Representations, Warranties and Covenants contained in this Schedule shall
be continuing, and remain in full force and effect until such time as all
obligations under the Sale and Allocation Agreement, Contribution Agreement and
the Indenture have been finally and fully paid and performed.


 


No Waiver


 


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


 


A-2





















 


Exhibit A-1


$69,000,000


 


UNLESS THIS CLASS A-1
NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS CLASS A-1 NOTE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY
STATE.  ACCORDINGLY, TRANSFER OF THIS CLASS A-1
NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN SECTION 2.15 OF THE
INDENTURE.  BY ITS ACCEPTANCE OF THIS CLASS A-1
NOTE, THE HOLDER OF THIS CLASS A-1 NOTE IS DEEMED TO REPRESENT TO THE
ISSUER AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS NOTE FOR
ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT
FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).


 


NO SALE, PLEDGE OR OTHER
TRANSFER OF THIS CLASS A-1 NOTE SHALL BE MADE UNLESS SUCH SALE, PLEDGE OR
OTHER TRANSFER IS (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE CLASS A-1 NOTES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (C) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND ANY
APPLICABLE STATE SECURITIES AND BLUE SKY LAWS OR IS MADE IN ACCORDANCE WITH
EACH SUCH ACT AND STATE LAWS. THE INDENTURE TRUSTEE MAY REQUIRE AN OPINION
OF COUNSEL TO BE DELIVERED TO IT IN CONNECTION WITH ANY SALE, PLEDGE OR OTHER
TRANSFER OF THIS CLASS A-1 NOTE PURSUANT TO CLAUSES (A) OR (C) ABOVE.  ALL OPINIONS OF COUNSEL REQUIRED IN
CONNECTION WITH ANY TRANSFER SHALL BE BY COUNSEL REASONABLY ACCEPTABLE TO THE
INDENTURE TRUSTEE.


 





















 


EACH INVESTOR IN THIS CLASS A-1
NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED
THAT EITHER (I) IT IS NOT, AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CLASS A-1
NOTE FOR, ON BEHALF OF OR WITH ANY ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED (“ERISA”), A PLAN SUBJECT TO SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A PLAN OR OTHER
ARRANGEMENT SUBJECT TO ANY PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S.
OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION AND
HOLDING OF SUCH CLASS A-1 NOTE OR ANY INTEREST THEREIN WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE CODE, OR A
VIOLATION OF SIMILAR LAW.


 


A-1-2





















 


	
  REGISTERED

  	
   

  	
   

  
	
  No. A-1

  	
   

  	
  CUSIP NO. 32057TAD3

  



 


FIRST INVESTORS AUTO OWNER TRUST 2005-A


 


FORM OF 3.57% CLASS A-1 ASSET-BACKED NOTES


 


First Investors Auto
Owner Trust 2005-A, a statutory trust organized and existing under the laws of
the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of $69,000,000 (SIXTY NINE MILLION
DOLLARS) payable on each Payment Date in the aggregate amount, if any, payable
from the Class A Note Payment Account in respect of principal on the Class A
Notes pursuant to and in accordance with Section 2.8 of the Indenture,
dated as of May 5, 2005 (as amended, supplemented or otherwise modified
and in effect from time to time, the “Indenture”),
between the Issuer and Wells Fargo Bank, National Association, a national
banking association, as Indenture Trustee and Custodian (in such capacities the
“Indenture Trustee” and the “Custodian”)
and Section 3.5 of the Sale and Allocation Agreement; provided, however,
that if not paid prior to such date, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of December 17, 2007 (the “Final Note Payment Date”) and the
Redemption Date, if any, pursuant to Section 10.1 of the Indenture.  Capitalized terms used but not defined herein
are defined in Article I of the Indenture, which also contains rules as
to construction that shall be applicable herein.


 


The Issuer shall pay
interest on this Class A-1 Note at the rate per annum shown above on each
Payment Date until the principal of this Class A-1 Note is paid or made
available for payment, on the principal amount of this Class A-1 Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date), subject to certain
limitations contained in Section 3.1 of the Indenture.  Interest on this Class A-1 Note will
accrue for each Payment Date from and including the previous Payment Date (or,
in the case of the initial Payment Date or if no interest has been paid, from
the Closing Date) to but excluding such Payment Date.  Interest will be computed on the basis of a
360-day year of twelve 30-day months. 
Such principal of and interest on this Class A-1 Note shall be paid
in the manner specified on the reverse hereof.


 


The principal of and
interest on this Class A-1 Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.  All
payments made by the Issuer with respect to this Class A-1 Note shall be
applied first to interest due and payable on this Class A-1 Note as
provided above and then to the unpaid principal of this Class A-1 Note.


 


Reference is made to the
further provisions of this Class A-1 Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Class A-1
Note.


 


Unless the certificate of
authentication hereon has been executed by the Indenture Trustee whose name
appears below by manual signature, this Class A-1 Note shall not be
entitled to any 


 


A-1-3





















 


benefit under the
Indenture referred to on the reverse hereof, or be valid or obligatory for any
purpose.


 


This Class A-1 Note
is one of a duly authorized issue of Class A-1 Notes of the Issuer,
designated as its Class A-1 Asset-Backed Notes, are issued under the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the Class A-1
Notes.  The Class A-1 Notes are
subject to all terms of the Indenture.


 


This Class A-1 Note
is and will be secured by the Collateral pledged as security therefor as
provided in the Indenture.


 


Principal of this Class A-1
Note is payable on each Payment Date as described on the face hereof.  “Payment Date”
means the fifteenth day of each month or, if any such day is not a Business
Day, the next succeeding Business Day, commencing May 16, 2005.


 


The entire unpaid
principal amount of this Class A-1 Note shall be due and payable on the
earlier of the Final Note Payment Date and the Redemption Date, if any,
pursuant to Section 10.1 of the Indenture. 
Notwithstanding the foregoing, the entire unpaid principal amount of
this Note shall be due and payable on the date on which an Event of Default
shall have occurred and the Notes have to be immediately due and payable in the
manner provided in Section 5.2 of the Indenture.  Notwithstanding the foregoing sentence, this Class A-1
Note shall become immediately due and payable without declaration, notice or
demand by or to any Person upon the occurrence of an Event of Default specified
in Section 5.1(i) of the Indenture with respect to the Issuer.  All principal payments on the Class A-1
Notes shall be made pro rata to the Class A-1 Holders entitled thereto.


 


Payments of interest on
this Class A-1 Note due and payable on each Payment Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check mailed to the Person in whose name this Class A-1
Note is registered appears as the Registered Holder of this Class A-1 Note
(or one or more Predecessor Notes) on the related Record Date by check mailed
first-class postage prepaid to such Person’s address as it appears on the Note
Register on such Record Date; provided, however, that, unless Definitive Notes
have been issued pursuant to Section 2.13 of the Indenture, if this Class A-1
Note is registered in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), payments will be made by wire transfer
in immediately available funds to the account designated by such nominee.  Any reduction in the principal amount of this
Class A-1 Note effected by any payments made on any Payment Date shall be
binding upon all future Holders of this Class A-1 Note and of any Class A-1
Note issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof, whether or not noted hereon. 
If funds are expected to be available, as provided in the Indenture, for
payment in full of the then remaining unpaid principal amount of this Class A-1
Note on a Payment Date, then the Indenture Trustee, in the name of and on
behalf of the Issuer, will notify the Person who was the registered Holder
hereof as of the Record Date preceding such Payment Date by notice mailed or
transmitted by facsimile prior to such Payment Date, and the amount then due
and payable shall be payable only upon presentation and surrender of this Class A-1
Note at the Indenture Trustee’s Corporate Trust Office or at the office of the
Indenture Trustee’s agent appointed for such purposes located at 


 


A-1-4





















 


Sixth Street and
Marquette Avenue MAC N9311-161, Minneapolis, Minnesota  55479, Attention:  Corporate Trust Services Asset-Backed
Administration or such other address as the Indenture Trustee may designate
from time to time as its Corporate Trust Offices in accordance with the
Indenture.


 


The Issuer shall pay
interest on overdue installments of interest at the Note Rate applicable to the
Class A-1 Notes to the extent permitted by law.


 


The Class A-1 Notes
are entitled to the benefits of the Policy issued by the Insurer.  The Insurer is obligated to pay, in
accordance with the terms of the Policy as described in the “Statement of
Insurance” attached hereto.


 


As provided in the
Indenture, the Notes may be redeemed in the manner and to the extent described
in Section 10.1 of the Indenture.


 


As provided in the
Indenture, and subject to certain limitations set forth therein, the transfer
of this Class A-1 Note may be registered on the Note Register upon
surrender of this Class A-1 Note for registration of transfer at the
office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder’s attorney duly authorized in writing, and thereupon one or more
new Class A-1 Notes of authorized denominations and in the same aggregate
principal amount will be issued to the designated transferee or
transferees.  No service charge will be
charged for any registration of transfer or exchange of this Class A-1
Note, but the transferor may be required to pay a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.


 


Each Noteholder or Note
Owner, by its acceptance of this Class A-1 Note or, in the case of a Note
Owner, a beneficial interest in this Class A-1 Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on this Class A-1
Note or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner
Trustee, each in its individual capacity, (ii) any owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent,
officer, director or employee of the Indenture Trustee or the Owner Trustee,
each in its individual capacity, any holder of a beneficial interest in the
Issuer, the Owner Trustee or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacities) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.


 


Each Noteholder or Note
Owner, by accepting this Class A-1 Note or a beneficial interest in this Class A-1
Note, as the case may be, hereby covenants and agrees that it will not at any
time institute against, join in any institution against, or knowingly or
intentionally cooperate or encourage any other Person in instituting against,
the Depositor or the Issuer, any bankruptcy,


 


A-1-5





















 


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 Indenture or any of the other
Transaction Documents.


 


The Issuer has entered
into the Indenture and this Class A-1 Note is issued with the intention
that, for federal, state and local income, and franchise tax purposes, the Class A-1
Notes will qualify as indebtedness of the Issuer secured by the Trust
Estate.  The Issuer, by entering into the
Indenture and this Class A-1 Note, and each Noteholder, by its acceptance
of this Class A-1 Note (and each Note Owner by its acceptance of a
beneficial interest in this Class A-1 Note), agree to treat this Class A-1
Note as indebtedness of the Issuer for federal, state and local income and
franchise tax purposes.


 


Prior to the due
presentment for registration of transfer of this Class A-1 Note, the
Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Class A-1 Note (as of the
day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Class A-1 Note be overdue, and none of the Issuer, the Indenture
Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture allows,
with certain exceptions as therein provided, the Issuer and the Indenture
Trustee to enter into one or more indentures that are supplemental to the
Indenture and which effect a modification of the rights and obligations of the
Issuer and the rights of the Holders of the Class A Notes under the
Indenture at any time by the Issuer with the consent of the Noteholders
evidencing not less than 51% of the Class A Note Balance (subject to the
right of the Insurer to exercise such consent provided that no Insurer Default
shall have occurred and be continuing). 
The Indenture also permits the Indenture Trustee and the Issuer to enter
into supplemental indentures with respect to certain terms and conditions set
forth in the Indenture without the consent of Holders of the Class A Notes
issued thereunder.


 


The term “Issuer,” as
used in this Class A-1 Note, includes any successor to the Issuer under
the Indenture.


 


The Class A-1 Notes
are issuable only in registered form in denominations as provided in the
Indenture, subject to certain limitations therein set forth.


 


This Class A-1 Note
and the Indenture shall be governed by, and construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.


 


No reference herein to the
Indenture, and no provision of this Class A-1 Note or of the Indenture,
shall alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this Class A-1 Note
at the times, place and rate, and in the coin or currency herein prescribed.


 


Anything herein to the
contrary notwithstanding, except as expressly provided in the Transaction
Documents, none of Wells Fargo Bank, National Association, in its individual
capacity, Wells Fargo Delaware Trust Company, in its individual capacity, any
owner of a 


 


A-1-6





















 


beneficial
interest in the Issuer, or any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the
payment of principal or of interest on this Class A-1 Note or performance
of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. 
The Holder of this Class A-1 Note, by its acceptance hereof (and
each Note Owner, by its acceptance of a beneficial interest herein), agrees
that, except as expressly provided in the Transaction Documents, in the case of
an Event of Default under the Indenture, the Holder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Class A-1 Note.


 


A-1-7





















 


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


 


Date:  May 5, 2005


 


	
   

  	
  FIRST INVESTORS
  AUTO OWNER TRUST 2005-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WELLS FARGO
  DELAWARE TRUST

  COMPANY, not in its individual capacity but

  solely as Owner Trustee under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 


A-1-8





















 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-1
Notes designated above and referred to in the within-mentioned Indenture.


 


	
   

  	
  WELLS FARGO
  BANK, NATIONAL ASSOCIATION,

  not in its individual capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 


A-1-9





















 


ASSIGNMENT


 


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


 


	
   

  
	
   

  



 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto:


 


	
   

  



(name and address of
assignee)


 


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


 


	
  Dated:

  	
   

  	
   

  



 


	
   

  	
  */

  
	
   

  	
  Signature of Assignor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  */

  
	
   

  	
  Signature Guaranteed

  	
   

  



 










*/                                     NOTICE:  The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Class A-1 Note in every particular, without alteration, enlargement
or any change whatever.  Such signature
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Note Registrar.


 


A-1-10





















 


STATEMENT OF INSURANCE


 


A-1-11





















 


Exhibit A-2


$106,493,000


 


UNLESS THIS CLASS A-2
NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


THIS CLASS A-2 NOTE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY
STATE.  ACCORDINGLY, TRANSFER OF THIS CLASS A-2
NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN SECTION 2.15 OF THE
INDENTURE.  BY ITS ACCEPTANCE OF THIS CLASS A-2
NOTE, THE HOLDER OF THIS CLASS A-2 NOTE IS DEEMED TO REPRESENT TO THE
ISSUER AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS NOTE FOR
ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT
FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).


 


NO SALE, PLEDGE OR OTHER
TRANSFER OF THIS CLASS A-2 NOTE SHALL BE MADE UNLESS SUCH SALE, PLEDGE OR
OTHER TRANSFER IS (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE CLASS A-2 NOTES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (C) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND ANY
APPLICABLE STATE SECURITIES AND BLUE SKY LAWS OR IS MADE IN ACCORDANCE WITH
EACH SUCH ACT AND STATE LAWS. THE INDENTURE TRUSTEE MAY REQUIRE AN OPINION
OF COUNSEL TO BE DELIVERED TO IT IN CONNECTION WITH ANY SALE, PLEDGE OR OTHER
TRANSFER OF THIS CLASS A-2 NOTE PURSUANT TO CLAUSES (A) OR (C) ABOVE.  ALL OPINIONS OF COUNSEL REQUIRED IN
CONNECTION WITH ANY TRANSFER SHALL BE BY COUNSEL REASONABLY ACCEPTABLE TO THE
INDENTURE TRUSTEE.


 





















 


EACH INVESTOR IN THIS CLASS A-2
NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED
THAT EITHER (I) IT IS NOT, AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CLASS A-2
NOTE FOR, ON BEHALF OF OR WITH ANY ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED (“ERISA”), A PLAN SUBJECT TO SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A PLAN OR OTHER
ARRANGEMENT SUBJECT TO ANY PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S.
OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION AND
HOLDING OF SUCH CLASS A-2 NOTE OR ANY INTEREST THEREIN WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE CODE, OR A
VIOLATION OF SIMILAR LAW.


 


A-2-2





















 


	
  REGISTERED

  	
   

  	
   

  
	
  No. A-2

  	
   

  	
  CUSIP NO. 32057TAE1

  



 


FIRST INVESTORS AUTO OWNER TRUST 2005-A



FORM OF 4.23% CLASS A-2 ASSET-BACKED NOTES


 


First Investors Auto
Owner Trust 2005-A, a statutory trust organized and existing under the laws of
the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of $106,493,000 (ONE HUNDRED SIX MILLION
FOUR HUNDRED NINETY THREE THOUSAND DOLLARS) payable on each Payment Date in the
aggregate amount, if any, payable from the Class A Note Payment Account in
respect of principal on the Class A Notes pursuant to and in accordance
with Section 2.8 of the Indenture, dated as of May 5, 2005 (as
amended, supplemented or otherwise modified and in effect from time to time,
the “Indenture”), between the Issuer and
Wells Fargo Bank, National Association, a national banking association, as
Indenture Trustee and Custodian (in such capacities the “Indenture
Trustee” and the “Custodian”)
and Section 3.5 of the Sale and Allocation Agreement; provided, however,
that if not paid prior to such date, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of July 16, 2012 (the “Final Note Payment Date”) and the
Redemption Date, if any, pursuant to Section 10.1 of the Indenture.  Capitalized terms used but not defined herein
are defined in Article I of the Indenture, which also contains rules as
to construction that shall be applicable herein.


 


The Issuer shall pay interest
on this Class A-2 Note at the rate per annum shown above on each Payment
Date until the principal of this Class A-2 Note is paid or made available
for payment, on the principal amount of this Class A-2 Note outstanding on
the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained
in Section 3.1 of the Indenture. Interest on this Class A-2 Note will
accrue for each Payment Date from and including the previous Payment Date (or,
in the case of the initial Payment Date or if no interest has been paid, from
the Closing Date) to but excluding such Payment Date.  Interest will be computed on the basis of a
360-day year of twelve 30 day months. 
Such principal of and interest on this Class A-2 Note shall be paid
in the manner specified on the reverse hereof.


 


The principal of and
interest on this Class A-2 Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.  All
payments made by the Issuer with respect to this Class A-2 Note shall be
applied first to interest due and payable on this Class A-2 Note as
provided above and then to the unpaid principal of this Class A-2 Note.


 


Reference is made to the
further provisions of this Class A-2 Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Class A-2
Note.


 


A-2-3





















 


Unless the certificate of
authentication hereon has been executed by the Indenture Trustee whose name
appears below by manual signature, this Class A-2 Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.


 


This Class A-2 Note
is one of a duly authorized issue of Class A-2 Notes of the Issuer,
designated as its Class A-2 Asset-Backed Notes, are issued under the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the Class A-2
Notes.  The Class A-2 Notes are
subject to all terms of the Indenture.


 


This Class A-2 Note
is and will be secured by the Collateral pledged as security therefor as
provided in the Indenture.


 


Principal of this Class A-2
Note is payable on each Payment Date as described on the face hereof.  “Payment Date”
means the fifteenth day of each month or, if any such day is not a Business
Day, the next succeeding Business Day, commencing May 16, 2005.


 


The entire unpaid
principal amount of this Class A-2 Note shall be due and payable on the
earlier of the Final Note Payment Date and the Redemption Date, if any,
pursuant to Section 10.1 of the Indenture. 
Notwithstanding the foregoing, the entire unpaid principal amount of
this Note shall be due and payable on the date on which an Event of Default
shall have occurred and the Notes have to be immediately due and payable in the
manner provided in Section 5.2 of the Indenture.  Notwithstanding the foregoing sentence, this Class A-2
Note shall become immediately due and payable without declaration, notice or
demand by or to any Person upon the occurrence of an Event of Default specified
in Section 5.1(i) of the Indenture with respect to the Issuer.  All principal payments on the Class A-2
Notes shall be made pro rata to the Class A-2 Holders entitled thereto.


 


Payments of interest on
this Class A-2 Note due and payable on each Payment Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check mailed to the Person in whose name this Class A-2
Note is registered appears as the Registered Holder of this Class A-2 Note
(or one or more Predecessor Notes) on the related Record Date by check mailed
first-class postage prepaid to such Person’s address as it appears on the Note
Register on such Record Date; provided, however, that, unless Definitive Notes
have been issued pursuant to Section 2.13 of the Indenture, if this Class A-2
Note is registered in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee.  Any reduction in the principal
amount of this Class A-2 Note effected by any payments made on any Payment
Date shall be binding upon all future Holders of this Class A-2 Note and
of any Class A-2 Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Class A-2 Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed or transmitted by facsimile prior to such
Payment Date, and the amount then due and payable shall be payable only upon 


 


A-2-4





















 


presentation and
surrender of this Class A-2 Note at the Indenture Trustee’s Corporate Trust
Office or at the office of the Indenture Trustee’s agent appointed for such
purposes located at Sixth Street and Marquette Avenue MAC N9311-161,
Minneapolis, Minnesota  55479,
Attention:  Corporate Trust Services
Asset-Backed Administration or such other address as the Indenture Trustee may
designate from time to time as its Corporate Trust Offices in accordance with
the Indenture.


 


The Issuer shall pay
interest on overdue installments of interest at the Note Rate applicable to the
Class A-2 Notes to the extent permitted by law.


 


The Class A-2 Notes
are entitled to the benefits of the Policy issued by the Insurer.  The Insurer is obligated to pay, in
accordance with the terms of the Policy as described in the “Statement of
Insurance” attached hereto.


 


As provided in the
Indenture, the Notes may be redeemed in the manner and to the extent described
in Section 10.1 of the Indenture.


 


As provided in the
Indenture, and subject to certain limitations set forth therein, the transfer
of this Class A-2 Note may be registered on the Note Register upon
surrender of this Class A-2 Note for registration of transfer at the
office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Class A-2
Notes of authorized denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees.  No service charge will be charged for any
registration of transfer or exchange of this Class A-2 Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such
registration of transfer or exchange.


 


Each Noteholder or Note
Owner, by its acceptance of this Class A-2 Note or, in the case of a Note
Owner, a beneficial interest in this Class A-2 Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on this Class A-2
Note or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner
Trustee, each in its individual capacity, (ii) any owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent,
officer, director or employee of the Indenture Trustee or the Owner Trustee,
each in its individual capacity, any holder of a beneficial interest in the
Issuer, the Owner Trustee or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacities) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.


 


Each Noteholder or Note
Owner, by accepting this Class A-2 Note or a beneficial interest in this Class A-2
Note, as the case may be, hereby covenants and agrees that it will not at any 


 


A-2-5





















 


time institute
against, join in any institution against, or knowingly or intentionally
cooperate or encourage any other Person in instituting against, the Depositor
or the Issuer, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or other proceedings under any United States federal or
state bankruptcy or similar law in connection with any obligations relating to
the Notes, the Indenture or any of the other Transaction Documents.


 


The Issuer has entered
into the Indenture and this Class A-2 Note is issued with the intention
that, for federal, state and local income, and franchise tax purposes, the Class A-2
Notes will qualify as indebtedness of the Issuer secured by the Trust
Estate.  The Issuer, by entering into the
Indenture and this Class A-2 Note, and each Noteholder, by its acceptance
of this Class A-2 Note (and each Note Owner by its acceptance of a
beneficial interest in this Class A-2 Note), agree to treat this Class A-2
Note as indebtedness of the Issuer for federal, state and local income and
franchise tax purposes.


 


Prior to the due
presentment for registration of transfer of this Class A-2 Note, the
Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Class A-2 Note (as of the
day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Class A-2 Note be overdue, and none of the Issuer, the Indenture
Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture allows,
with certain exceptions as therein provided, the Issuer and the Indenture
Trustee to enter into one or more indentures that are supplemental to the
Indenture and which effect a modification of the rights and obligations of the
Issuer and the rights of the Holders of the Class A Notes under the
Indenture at any time by the Issuer with the consent of the Noteholders
evidencing not less than 51% of the Class A Note Balance (subject to the
right of the Insurer to exercise such consent provided that no Insurer Default
shall have occurred and be continuing). 
The Indenture also permits the Indenture Trustee and the Issuer to enter
into supplemental indentures with respect to certain terms and conditions set
forth in the Indenture without the consent of Holders of the Class A Notes
issued thereunder.


 


The term “Issuer,” as
used in this Class A-2 Note, includes any successor to the Issuer under
the Indenture.


 


The Class A-2 Notes
are issuable only in registered form in denominations as provided in the
Indenture, subject to certain limitations therein set forth.


 


This Class A-2 Note
and the Indenture shall be governed by, and construed in accordance with the
laws of the State of New York, without reference to its conflict of law provisions,
and the obligations, rights and remedies of the parties hereunder and
thereunder shall be determined in accordance with such laws.


 


No reference herein to
the Indenture, and no provision of this Class A-2 Note or of the
Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Class A-2
Note at the times, place and rate, and in the coin or currency herein
prescribed.


 


A-2-6





















 


Anything herein to the
contrary notwithstanding, except as expressly provided in the Transaction
Documents, none of Wells Fargo Bank, National Association, in its individual
capacity, Wells Fargo Delaware Trust Company, in its individual capacity, any
owner of a beneficial interest in the Issuer, or any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors
or assigns shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal or of interest on this Class A-2 Note
or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. 
The Holder of this Class A-2 Note, by its acceptance hereof (and
each Note Owner, by its acceptance of a beneficial interest herein), agrees
that, except as expressly provided in the Transaction Documents, in the case of
an Event of Default under the Indenture, the Holder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Class A-2 Note.


 


A-2-7





















 


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


 


Date:  May 5, 2005


 


	
   

  	
  FIRST INVESTORS
  AUTO OWNER TRUST 2005-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WELLS FARGO
  DELAWARE TRUST

  COMPANY, not in its individual capacity but

  solely as Owner Trustee under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 


A-2-8





















 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-2
Notes designated above and referred to in the within-mentioned Indenture.


 


	
   

  	
  WELLS FARGO
  BANK, NATIONAL ASSOCIATION, 

  not in its individual capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 


A-2-9





















 


ASSIGNMENT


 


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


 


	
   

  
	
   

  



 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto:


 


	
   

  



(name and address of
assignee)


 


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


 


	
  Dated:

  	
   

  	
   

  



 


	
   

  	
  */

  
	
   

  	
  Signature of Assignor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  */

  
	
   

  	
  Signature Guaranteed

  	
   

  



 










*/                                     NOTICE:  The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Class A-2 Note in every particular, without alteration,
enlargement or any change whatever.  Such
signature must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Note Registrar.


 


A-2-10





















 


STATEMENT OF INSURANCE


 


A-2-11





















 


Exhibit B


$5,427,618.68


 


THIS CLASS B NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE
SECURITIES OR “BLUE SKY” LAWS.  THE
HOLDER HEREOF, BY PURCHASING THIS CLASS B NOTE, AGREES THAT THIS NOTE MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO AN AFFILIATE OF THE
DEPOSITOR, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR (3) IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUBJECT TO THE ISSUER’S AND THE
INDENTURE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM.  ANY
NOTEHOLDER WILL, AND EACH SUBSEQUENT NOTEHOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
ABOVE.  THE ISSUER IS NOT OBLIGATED TO
REGISTER THIS CLASS B NOTE UNDER THE 1933 ACT OR ANY STATE SECURITIES OR
BLUE SKY LAWS.  NO TRANSFER OF THIS CLASS B
NOTE SHALL BE PERMITTED TO THE EXTENT THAT SUCH TRANSFER WOULD RESULT IN MORE
THAN 80 HOLDERS (WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.7704-1(H))
OF CLASS B NOTES AND BENEFICIAL INTERESTS IN THE ISSUER IN THE
AGGREGATE.  NO TRANSFER OF THIS CLASS B
NOTE MAY BE MADE TO ANY PERSON (A “PASS-THROUGH ENTITY”) THAT IS A
PARTNERSHIP (INCLUDING ANY OTHER ENTITY TREATED AS A PARTNERSHIP FOR INCOME TAX
PURPOSES), S CORPORATION OR GRANTOR TRUST UNLESS SUCH PASS-THROUGH ENTITY IS
ABLE TO REPRESENT THAT THIS CLASS B NOTE REPRESENTS LESS THAN 50% OF THE
FAIR MARKET VALUE OF ALL ASSETS OF SUCH ENTITY. 
NOTWITHSTANDING THE FOREGOING, NO TRANSFER OF THIS CLASS B NOTE
SHALL BE MADE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE AND IN THIS CLASS B NOTE. 
TRANSFER OF THIS CLASS B NOTE IS SUBJECT TO ADDITIONAL TRANSFER
RESTRICTIONS CONTAINED IN SECTION 2.16 OF THE INDENTURE.  EACH HOLDER OF THIS CLASS B NOTE AGREES
THAT THIS CLASS B NOTE IS SUBJECT TO THE PROVISIONS OF ARTICLE 8 OF
THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ALL APPLICABLE JURISDICTIONS.


 


No. B-1


 


FIRST INVESTORS AUTO OWNER TRUST 2005-A


 


FORM OF CLASS B ASSET-BACKED NOTES


 


First Investors Auto
Owner Trust 2005-A, a statutory trust organized and existing under the laws of
the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby 


 





















 


promises to pay to
First Investors Auto Funding Corporation or
its registered assigns, the principal sum of $5,427,618.68 (FIVE MILLION FOUR
HUNDRED TWENTY SEVEN THOUSAND SIX HUNDRED EIGHTEEN DOLLARS AND SIXTY EIGHT
CENTS) payable on each Payment Date in the aggregate amount, if any, payable
from the Class B Note Payment Account in respect of principal on the Class B
Notes pursuant to and in accordance with Section 2.8 of the Indenture,
dated as of May 5, 2005 (as amended, supplemented or otherwise modified
and in effect from time to time, the “Indenture”),
between the Issuer and Wells Fargo Bank, National Association, a national
banking association, as Indenture Trustee and Custodian (in such capacities the
“Indenture Trustee” and the “Custodian”) and Section 3.5 of
the Sale and Allocation Agreement; provided, however, that if not
paid prior to such date, the entire unpaid principal amount of this Note shall
be due and payable on the earlier of July 16, 2012 (the “Final Note Payment Date”) and the
Redemption Date, if any, pursuant to Section 10.1 of the Indenture.  Capitalized terms used but not defined herein
are defined in Article I of the Indenture, which also contains rules as
to construction that shall be applicable herein.


 


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


 


The principal of this Class B
Note is payable in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.


 


This Class B Note
shall not accrue interest.


 


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


 


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


 


[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK.]


 


B-2





















 


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


 


This Class Note is
and will be equally and ratably secured by the Collateral pledged as security
therefor as provided in the Indenture.


 


Principal of this Class B
Note is due and payable on each Payment Date as described on the face
hereof.  “Payment
Date” means the fifteenth day of each month or, if any such day
is not a Business Day, the next succeeding Business Day, commencing May 16,
2005.


 


As described above, the
entire unpaid principal amount of this Class B Note shall be due and
payable on the earlier of the Final Note Payment Date and the Redemption Date,
if any, pursuant to Section 10.1 of the Indenture.  Notwithstanding the foregoing, the entire
unpaid principal amount of this Note shall be due and payable on the date on
which an Event of Default shall have occurred and the Notes have been declared
to be immediately due and payable in the manner provided in Section 5.2 of
the Indenture.  Notwithstanding the
foregoing sentence, this Class B Note shall become immediately due and
payable without declaration, notice or demand by or to any Person upon the
occurrence of an Event of Default specified in Section 5.1(i) of the
Indenture with respect to the Issuer. 
All principal payments on the Class B Notes shall be made pro rata
to the Class B Holders entitled thereto.


 


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


 


As provided in the
Indenture, the Notes may be redeemed in the manner and to the extent described
in Section 10.1 of the Indenture.


 


B-3





















 


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


 


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


 


Each Noteholder, by accepting
this Class B Note hereby covenants and agrees that it will not at any time
institute against, join in any institution against, or knowingly or
intentionally cooperate or encourage any other Person in instituting against,
the Depositor or the Issuer, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other proceedings under any United
States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or any of the other
Transaction Documents.


 


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


 


Prior to the due
presentment for registration of transfer of this Class B Note, the Issuer,
the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
treat the Person in whose name this Class B Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this 


 


B-4





















 


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


 


The Indenture allows,
with certain exceptions as therein provided, the Issuer and the Indenture
Trustee to enter into one or more indentures that are supplemental to the
Indenture and which effect a modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Noteholders evidencing not less than
51% of the Class A Note Balance (subject to the right of the Insurer to
exercise such consent provided that no Insurer Default shall have occurred and
be continuing).  The Indenture also
permits the Indenture Trustee and the Issuer to enter into supplemental
indentures with respect to certain terms and conditions set forth in the
Indenture without the consent of Holders of the Notes issued thereunder.


 


The term “Issuer,” as
used in this Class B Note, includes any successor to the Issuer under the
Indenture.


 


The Class B Notes
are issuable only in certificated form in denominations as provided in the
Indenture, subject to certain limitations therein set forth.


 


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


 


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


 


Anything herein to the
contrary notwithstanding, except as expressly provided in the Transaction
Documents, none of Wells Fargo Bank, National Association, in its individual
capacity, Wells Fargo Delaware Trust Company in its individual capacity, any
owner of a beneficial interest in the Issuer, or any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors
or assigns shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal or of interest on this Class B Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. 
The Holder of this Class B Note, by its acceptance hereof, agrees
that, except as expressly provided in the Transaction Documents, in the case of
an Event of Default under the Indenture, the Holder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Class B
Note.


 


B-5





















 


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


 


Date:  May 5, 2005


 


	
   

  	
  FIRST INVESTORS
  AUTO OWNER TRUST 2005-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WELLS FARGO
  DELAWARE TRUST

  COMPANY, not in its individual capacity but

  solely as Owner Trustee under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 


B-6





















 


INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  WELLS FARGO
  BANK, NATIONAL ASSOCIATION, 

  not in its individual capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 


B-7





















 


ASSIGNMENT


 


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


 


	
   

  
	
   

  



 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto:


 


	
   

  	
   

  
	
   

  



(name and address of
assignee)


 


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


 


	
  Dated:

  	
   

  	
   

  



 


	
   

  	
  */

  
	
   

  	
  Signature of Assignor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  */

  
	
   

  	
  Signature Guaranteed

  	
   

  



 










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


 


B-8





















 


Exhibit C


 


[RESERVED]


 





















 


Exhibit D


 


REQUEST FOR RELEASE OF CONTRACT


 


[Date]


 


TO:                            Wells
Fargo Bank, National Association


  as
Custodian


ABS
Custody Vault


751
Kasota Avenue


MAC
N9328-011


Minneapolis,
Minnesota  55414


Attention:                                         Corporate
Trust Services --Asset-Backed Administration


 


In connection with the
Contract Files which are owned by First Investors Auto Owner Trust 2005-A (the “Issuer”) and are pledged by the
Issuer to Wells Fargo Bank, National Association, as Indenture Trustee (the “Indenture Trustee”), the
undersigned, as [Indenture Trustee][Servicer],
requests the release of the Contract File related to the Contract identified
below by its number.  The undersigned
shall return the documents to you when the undersigned’s need therefor no
longer exists, except where the Contract is paid in full or otherwise disposed
of.  Capitalized terms used but not
otherwise defined herein shall have the respective meanings assigned to such
terms in the Indenture, dated as of May 5, 2005, between Wells Fargo Bank,
National Association, as Indenture Trustee and Custodian, and the Issuer.


 


Reason for Document
Request: (check one)


 


	
  Code

  	
   

  	
   

  	
   

  	
  Reason

  
	
  5

  	
   

  	
   

  	
   

  	
  Liquidation

  
	
  1

  	
   

  	
   

  	
   

  	
  Paid Off

  
	
  4

  	
   

  	
   

  	
   

  	
  Repurchase

  
	
  19

  	
   

  	
   

  	
   

  	
  Servicing

  
	
  3

  	
   

  	
   

  	
   

  	
  Substitution

  



 


	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CONTRACT NUMBER

  	
   

  
	
   

  	
  CUSTOMER

  	
   

  
	
  Address where
  files are to be shipped:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Shipping Number:

  	
   

  	
   

  	
   

  	
   

  
	
  Carrier: