Freedom Depository LLC Sample Contracts

Form of FREEDOM CERTIFICATES SERIES 200[__]-[__] UNDERWRITING AGREEMENT
Underwriting Agreement • March 25th, 2003 • Freedom Depository LLC • Asset-backed securities • New York

Freedom Depository, LLC (the “Depositor”), a Delaware limited liability company, has authorized the issuance and sale of Freedom Certificates, Series 200[__]-[__], consisting of (i) Class [__], [and Class [__]] (collectively, the “Class [__] Certificates”), [(ii) the Class [__] Certificates (the Class [__] Certificates). [Also issued are the Class [__] Certificates and the Class [__] Certificates (collectively, the “Non-Offered Certificates”)]. The Class [__] Certificates, [the Class [__] Certificates and the Non-Offered Certificates] are collectively referred to as the “Certificates.”

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LIMITED LIABILITY COMPANY AGREEMENT OF FREEDOM DEPOSITORY, LLC
Limited Liability Company Agreement • February 3rd, 2003 • Freedom Depository LLC • Delaware

This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Freedom Depository, LLC (the “Company”), is entered into on this 31st day of January, 2003 by Amherst Securities Group, L.P. as the sole equity member and the initial Class A Member, Freedom Depository Holdings, Inc. as the sole non-equity member and the initial Class B Member and ASG General Partner, Inc. as the manager of the Company. The Class A Member and the Class B Member are each referred to herein as a Member and collectively as the “Members”. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

FORM of STANDARD TERMS FOR TRUST AGREEMENTS between FREEDOM DEPOSITORY, LLC, as Depositor and as Trustee FREEDOM CERTIFICATES Dated as of [___________] ___, 2003
Trust Agreement • March 25th, 2003 • Freedom Depository LLC • Asset-backed securities • New York
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