Finance Trust AFS Agreement

FINANCE TRUST AFS AGREEMENT

This Finance Trust AFS Agreement (the Agreement) is made effective as of , (Effective Date), by and between the undersigned Settlor/Grantor and the Trustee named below. The Servicer identified herein, referred to as AFS or Servicer, shall service and administer the Trust Assets pursuant to the terms of this Agreement.

PARTIES

RECITALS

WHEREAS, Settlor desires to establish a trust for the purpose of holding, managing and administering certain financial assets and related receivables (Trust Assets) for the benefit of beneficiaries and to engage AFS to service such assets in accordance with this Agreement; and

WHEREAS, Trustee has agreed to accept appointment as Trustee and to hold and administer the Trust Assets in accordance with the terms, powers and duties set forth herein; and

ARTICLE I — ESTABLISHMENT AND PURPOSE

1.1 Establishment. Settlor hereby transfers, assigns and delivers to Trustee all right, title and interest in and to the assets described in Section 2.1 and such other property as may be contributed to the Trust from time to time (collectively, Trust Assets). Trustee accepts the Trust and agrees to hold and administer the Trust Assets for the purposes set forth in this Agreement.

1.2 Purpose. The Trust is established to (a) hold and manage Trust Assets; (b) permit AFS to service, collect, enforce and administer receivables and related financial instruments; and (c) permit distributions and other transfers in accordance with the distribution schedule set forth by Settlor and approved by Trustee.

ARTICLE II — TRUST ASSETS; FUNDING

ARTICLE III — DEFINITIONS

3.1 Defined Terms. Except as otherwise provided, capitalized terms used in this Agreement have the meanings assigned herein: "AFS" means the appointed servicer; "Beneficiaries" means the persons or entities entitled to distributions; "Default" means an event of default as defined in Article IX.

ARTICLE IV — POWERS AND DUTIES OF TRUSTEE; AFS SERVICING

4.1 Trustee Powers. The Trustee shall have all powers necessary to manage, invest, sell, collect and enforce the Trust Assets, including, without limitation, the power to: (a) execute agreements and instruments; (b) compromise claims; (c) make investments consistent with the Trust’s purpose; (d) engage agents and counsel; and (e) take any action necessary for the preservation or enhancement of Trust Assets.

4.2 AFS Servicing Role. AFS is authorized to act as servicer and agent to collect, process and administer Trust Assets in accordance with reasonable servicing standards. AFS shall observe written servicing protocols provided to Trustee and shall not materially deviate from customary industry standards in the servicing of substantially similar assets.

ARTICLE V — FEES; EXPENSES; PAYMENT TERMS

5.1 Expenses. Trustee and AFS shall be reimbursed for reasonable out-of-pocket expenses incurred in the administration and servicing of the Trust, subject to documentation and prior approval where required by Trustee or applicable law.

ARTICLE VI — DISTRIBUTIONS

6.1 Timing. Distributions shall be made in accordance with the Distribution Instructions and subject to the Trustee's retention of reserves for expenses, contingencies and potential claims in its reasonable discretion.

ARTICLE VII — ACCOUNTING; REPORTS; RECORDS

7.1 Accounting. Trustee and AFS shall prepare and deliver periodic accountings and reports to Settlor and Beneficiaries at least quarterly, setting forth activity, fees charged, expenses paid and an inventory of Trust Assets.

7.2 Records. Trustee shall maintain complete records for the Trust and shall permit inspection by Settlor and Beneficiaries upon reasonable notice during normal business hours.

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

8.1 Settlor Representations. Settlor represents and warrants that Settlor has full power and authority to transfer the Trust Assets, that the Trust Assets are free and clear of liens except as disclosed in writing to Trustee, and that no consent or approval of third parties is required other than those disclosed in writing.

8.2 Trustee and AFS Representations. Trustee and AFS each represent that they are duly organized, in good standing, have all requisite power and authority to enter into this Agreement, and are experienced in trusts/servicing activities described herein.

ARTICLE IX — INDEMNIFICATION; LIMITATION OF LIABILITY; DEFAULT

9.1 Indemnification. Settlor agrees to indemnify and hold harmless Trustee and AFS from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred in connection with the administration or servicing of the Trust, except for losses resulting from gross negligence, willful misconduct or material breach of this Agreement by the indemnified party.

9.2 Limitation of Liability. Except for liabilities arising from gross negligence or willful misconduct, the Trustee and AFS shall not be liable for any indirect, special or consequential damages in connection with their duties under this Agreement.

9.3 Default; Remedies. An Event of Default shall include failure to fund the Trust as agreed, fraud or material breach of representations. Upon Default, the non-defaulting party may pursue all remedies available at law or in equity including specific performance, injunctive relief and damages.

ARTICLE X — TERMINATION AND WIND-UP

10.1 Termination. The Trust shall terminate upon the earlier of (a) the disposition of all Trust Assets and the final distribution to Beneficiaries; (b) written agreement of Settlor and Trustee; or (c) such other time as provided in this Agreement.

10.2 Wind-Up. Upon termination, Trustee shall wind up the Trust’s affairs, liquidate or distribute assets in accordance with Distribution Instructions and render a final accounting to Beneficiaries.

ARTICLE XI — NOTICES; GOVERNING LAW

ARTICLE XII — AMENDMENT; SUCCESSOR TRUSTEE

12.1 Amendment. This Agreement may be amended only by a written instrument executed by Settlor and Trustee and, where such amendment materially affects the duties of AFS, by AFS's written consent.

12.2 Successor Trustee. If Trustee resigns, is removed, or is unable to serve, a successor Trustee shall be appointed in accordance with the terms established herein or by written agreement of the Settlor and the Beneficiaries as required.

MISCELLANEOUS PROVISIONS

13.1 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.2 Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the Trust and supersedes all prior understandings and agreements, whether written or oral.

REPRESENTATIONS; EXECUTION

The undersigned represent that they have the authority to execute this Agreement on behalf of the parties identified and that the information provided herein is true, correct and complete to the best of their knowledge.

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