1-4 Detroit Pension Lawsuit Exhibit D

8/13/2019 1-4 Detroit Pension Lawsuit Exhibit D

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Trust Agreementbetween the

Detroit General Retirement System Service Corporationand the

Detroit Police and Fire Retirement System Service Corporation,severally and not jointly,

andU. S Bank National Association,as Trustee

Dated June 2, 2005

establishing theDetroit Retirement Systems Funding Trust 2005and providing for the issuance of

Detroit Retirement Systems FundingTrust 2005Certificates of Participation Series 2005-AandDetroit Retirement Systems FundingTrust 2005Certificates of Participation Series 2005-B

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Table of Contents

Section 1.Section 2.Section 3.Section 4.Section 5.Section 6.Section 7.Section 8.

IncorporationyReference........................................................................... 1Definitions.....................................................................................................Establishmentf Fundingrust;TrustEstate ............................................... 2EstablishmentfFundingosts.................................................................... 3RepresentationndWarrantyf EachCorporation....................................... 3ThenitialCertificates................................................................................... 3Miscellaneous................................................................................................ 4Insurancelaimrocedures.......................................................................... 4

Signatures......................................................................................................... S-1 et seq.Detroit General Retirement System andDetroitPolice nd ireRetirementystem.......................................................... S-1U.S.Bankationalssociation............................................................................. S-2

Exhibit 7.2 - Form f Initial Certificates

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This Trust Agreement,dated June 2, 2005, between the Detroit General RetirementSystem Service Corporation (the GRS Corporation) and the Detroit Police and FireRetirement System Service Corporation(the PFRSCorporation), each a Michigan nonprofitcorporation, severally and not jointly, and U.S. BankTrust NationalAssociation,as trustee,WITNESSTH

Whereas, he GRSCorporation entered into the GRSSemite Contract 2005, dated thedate hereof (the GRSService Contract), with the City of Detroit (the City), and the PFRSCorporation entered into the PFRSService Contract 2005, dated the date hereof (the PFRSService Contract), with the City;Whereas, he Trust Agreementreferred to in the first paragraph of this instrument(i) consists of this instrument (the Specific Terms)and the GeneralTerms,hereafter definedand incorporated by reference herein and (ii) is further defined in the General Terms;Whereas,he GRSCorporation is entering into this Trust Agreementn order to fund itsStated Funding Amount,which, as defined in GRSService Contract, is equal to $779,530,000

(the GRSStated Funding Amount);Whereas,he PFRSCorporation s entering into this Trust Agreementn order to fund itsStated Funding Amount,which, as defined in PFRS ervice Contract, is equal to $660,470,000(the PFRSStated Funding Amount); andWhereas,his Trust Agreement rovides for the issuance of certificates of participationrepresenting undivided nterests in certain of the respective Service Payments, s defined in theService Contracts;Now,Therefore, in consideration of the premises and the mutual promises containedherein, the parties hereto agree as follows:

Section 1. Incorporation by Reference1.1. General TermsThe General Termsand Conditions of Detroit Retirement Systems Funding Trusts,dated as of May1, 2005, and attached hereto (the General Terms) is incorporated by referenceherein and made part hereof as if set forth in full in this Trust Agreementxcept to the extent ofany conflict with any particular terms of the General Termsmay onflict with the terms of theseSpecific Terms. Anysuch conflict shall be resolved in favor of the terms of these SpecificTerms.

Section 2. Definitions2.1. Certain DefinitionsThe following terms have the following respective meaningsfor the purposes of thisTrust Agreementnless the context otherwise clearly otherwise requires.

Additional Certificates meansone or moreseries of participation certificates establishedby supplement o this Trust Agreement.Certificates means he Initial Certificates and any AdditionalCertificates.

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Corporationmeans either the GRSCorporation or the PFRSCorporation as the contextmay equire.Funding Trust means he FundingTrust established by this Trust Agreement.GRSCorporationmeans he corporation defined in the first paragraph of these Specific

Terms as the GRSCorporation unless and until a Person becomes he successor to the GRSCorporation pursuant to law; thereafter, GRSCorporationmeanssuch successor.Index Rate Interest means an amountequal to Interest computedwith respect to thePrincipal Amount f Outstanding Index Rate Certificates determined for the particular IndexRate Interest Period at the applicable rate in accordancewith the Index Rate Supplement.Initial Certificates means he certificates of participation of the series established inSection7.PFRSCorporationmeans he corporation defined in the first paragraph of these SpecificTerms as the PFRSCorporation unless and until a Person becomes he successor to the PFRSCorporation pursuant to law; thereafter, PFRSCorporationmeanssuch successor.Service Contract meanseither the GRS ervice Contract or the PFRS ervice Contract asthe context may equire.Stated Funding Amount means the GRSStated Funding Amount or the PFRS StatedFundingAmount s the context may equire.Trustee means the bank described in the first paragraph of these Specific Terms as trustee unless and until a successor as trustee is appointed pursuant to this Trust Agreement;thereafter, Trustee means uch successor.

2.2. Interpretation2.2.1. Unless otherwise provided, references to Sections with numbers ess that 1 O0 arereferences to the correspondingSections of these Specific Terms.2.2.2. Unless otherwise provided, references to Sections with numbers100 or greater arereferences to the correspondingSections of the GeneralTerms.2.2.3. References to Schedules and Exhibits refer to the corresponding schedules andexhibits attached hereto unless otherwise provided.

Section 3. Establishment of FundingTrust; Trust Estate3.1.1. There is hereby established a Funding Trust to be known as the DetroitRetirement Systems Funding Trust 2005 for the purpose of funding the respective StatedFundingAmount f each Corporationon an aggregate, several and not joint, basis.3.1.2. The Trust Estate consists of:

The FundingTrust Receivables arising under the GRS ervice Contract The FundingTrust Receivables arising under the PFRS ervice Contract All proceeds of the foregoing

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Section 4. Establishmentof FundingCostsThe FundingCosts that each Corporation shall incur in funding the portions set forthbelow of its respective Stated Funding Amount hall be determined in accordance with theFundingRate Methodologyet forth before each such portion.

Funding RateMethodologyFixedRate............. .$510,530,000IndexRate.............. 269,000,000Total...................... ~$779,530,000

Fundinl[ TableStated Funding AmountPortion

GRSCorporation PFRSCorporation$129,470,000531,000,000

$660,470,000

Total StatedFundingAmount 640,000,000

800,000,000$1,440,000,000

Section 5. Representation and Warrantyof Each CorporationEach Corporation represents and warrants for itself that the Stated Funding AmountPortion set forth under its name n the table in Section 5 (the Funding Table) opposite therespective FundingRate Methodologys equal to the total amountof ScheduledPayments or theService Charge Class for the corresponding Funding Rate Methodology in the ScheduledPaymentsAttachment o its Service Contract.

Section 6. The nitial Certificates6.1. Title

The general title of the Initial Certificates shall be as provided in Section 303 of theGeneralTermswith the further designation of this FundingTrust. The title of each Series of theInitial Certificates shall include the series designationprovided n this Section so that the generaltitle of the Certificates of each Series shall be Detroit Retirement Systems FundingTrust 2005Certificates of ParticipationSeries [particular Series designation].6.2. Establishment of Series; Form;Denominations

6.2.1. A Series of Initial Certificates is hereby established to be designatedSeries 2005-A (the Fixed Rate Certificates), and another Series of Initial Certificates is hereby established tobe designated Series 2005-B the Index Rate Certificates).The nitial Certificates shall be substantially in the formprescribed n Exhibit 7.2.The Fixed Rate Certificates shall be in denominations f $5,000 and any multiple

6.2.2.6.2.3.

thereof.6.2.4. The Index Rate Certificates shall be in the denominations of $25,000 andmultiples of $1,000 n excess thereof.6.3. Authorized Principal Amount

6.3.1. The Principal Amountf the Fixed Rate Certificates on initial issuance shall equalthe Total Stated FundingAmountet forth opposite Fixed Rate in the FundingTable.

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entitled to receive the paymentof principal of or interest on the Certificates fromFinancial Guaranty i) as to the fact of such entitlement, (ii) that Financial Guarantyremit to themall or part of the interest payments omingdue subject to the terms of itsCredit Insurance, (iii)that, except as provided in Section 8.1.3, in the event that anyCertificateholder is entitled to receive full payment f principal fromFinancial Guaranty,such Certificateholder must tender his Certificate with the instrument of transfer in theform provided on the Certificate executed in the name of Financial Guaranty, and(iv) that, except as provided n Section 8.1.3, in the event that such Certificateholderentitled to receive partial payment of principal from Financial Guaranty, suchCertificateholder must tender his Certificate for paymentirst to the Trustee, which hallnote on such Certificate the portion of principal paid by the Trustee, and then, with anacceptable form of assignmentexecuted in the nameof Financial Guaranty, to the FiscalAgent, whichwill then pay the unpaid portion of principal to the Certificateholder subjectto the terms of its Credit Insurance.8.1.3 In the event that the Trustee has written notice that any payment f principal of orinterest on a Certificate has been recoveredfrom a Certificateholder pursuant to the UnitedStatesBankruptcyCodeby a trustee in bankruptcy n accordancewith the final, nonappealableorder ofa court having competenturisdiction, the Trusteeshall, at the time it providesnotice to FinancialGuaranty,notify all Certifieateholders that in the event that any Certificateholders payments sorecovered, such Certificateholder will be entitled to payment rom Financial Guaranty to theextent of such recovery, and the Trustee shall furnish to Financial Guaranty its recordsevidencing the paymentsof principal of and interest on the Certificates which have been madeby the Trustee and subsequently recovered from Certificateholders, and the dates on which suchpayments were made.8.1.4 Financial Guaranty hall, to the extent it makespayment f principal of or intereston the Certificates, become ubrogated to the rights of the recipients of such payments inaccordancewith the terms of its Credit Insurance and, to evidence such subrogation, (i) in thecase of subrogationas to claims for past due interest, the Trustee shall note Financial Guarantysrights as subrogee on the registration books maintained by the Trustee upon receipt fromFinancial Guarantyof proof of the payment f interest thereon to the Certificateholders of suchCertificates and (ii) in the case of subrogation as to claims for past due principal, the Trusteeshall note Financial Guarantysrights as subrogeeon the registration books or the Certificatesmaintained by the Trustee upon receipt of proof of the paymentof principal thereof to theCertificateholders of such Certificates. Notwithstandinganything in this authorizing documentor the Certificates to the contrary, the Trustee shall makepayment f such past due interest andpast due principal directly to Financial Guaranty to the extent that Financial Guaranty is asubrogeewith respect thereto.

8.2 XLCA8.2.1 As used herein, XLCAmeans XLCapital Assurance Inc., a NewYork stockinsurance company, r any successor thereto.8.2.2 Upon eceipt by the Trustee of a Shortfall Notice from the Contract Administratorpursuant to Section 4.2.3 of the Contract Administration Agreement, he Trustee shall sendimmediate Notice to XLCAnd its designated agent (if any) of the amountof such deficiencyand the respective amounts hereof attributable to principal and interest, together with a

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certification in form and substance satisfactory to XLCAs to the Trustees right to receivepayments under the Credit Insurance. If, by said interest paymentdate, there has not beenprovided the amountof such deficiency, the Trustee shall simultaneously makeavailable toXLCAhe registration books for the Certificates maintainedby the Trustee.For the purposes of the preceding paragraph, Notice means telephonic or telecopiednotice, subsequentlyconfirmed n a signed writing, or written notice by registered or certifiedmail, from the Trustee to XLCA, hichnotice shall specify (a) the nameof the entity making heclaim, (b) the policy number, c) the claimed amount nd (d) the date such claimed amountbecome Due for Payment. Due for Payment , when referring to the principal of theCertificates, means when the stated maturity date or mandatory redemption date for theapplication of a required sinking fund installment has been reached and does not refer to anyearlier date on whichpayment s due by reason of call for redemption other than by applicationof required sinking fund installments), acceleration or other advancement f maturity, unlessXLCAhall elect, in its sole discretion, to pay such principal due uponsuch acceleration; andwhen eferring to interest on the Certificates, meanswhen he stated date for payment f interest

has been reached. In addition:8.2.2(1) The Trustee shall provide XLCAwith a list of theCertificateholders entitled to receive principal or interest payments rom XLCAnder theterms of its Credit Insurance and shall make rrangements or XLCAi) to mail checksdral% to Certificateholders entitled to receive full or partial interest payments romXLCA nd (ii)to pay principal of the Certificates surrendered to XLCA y theCertificateholders entitled to receive full or partial principal paymentsrom XLCA;nd8.2.2(2) The Trustee shall, at the time it makes the registration booksavailable to XLCAursuant to Section 8.2.2(1), notify Certificateholders entitledreceive the payment f principal of or interest on the Certificates from XLCAi) as to thefact of such entitlement, (ii) that XLCAill remit to them all or part of the interestpaymentscomingdue subject to the terms of its Credit Insurance, (iii)that, exceptprovided n Section8.2.3, in the event that any Certificateholder is entitled to receive fullpaymentof principal from XLCA,uch Certificateholder must tender his Certificate withthe instrument of transfer in the formprovided on the Certificate executed in the nameofXLCA, nd (iv)that, except as provided in Section 8.:Z.3, in the event that suchCertificateholder is entitled to receive partial paymentof principal from XLCA,uchCertificateholder must tender his Certificate for paymentirst to the Trustee, whichshallnote on such Certificate the portion of principal paid by the Trustee, and then, with anacceptable form of assignment executed in the nameof XLCA,o XLCA,which will thenpay the unpaid portion of principal to the Certificateholder subject to the terms of itsCredit Insurance.

8.2.3 In the event that the Trustee has written notice that any payment f principal of orinterest on a Certificate has been recoveredfroma Certificateholder pursuant to the United StatesBankruptcyCodeby a trustee in bankruptcy n accordancewith the final, nonappealableorder ofa court having competent urisdiction, the Trustee shall, at the time it provides notice to XLCA,notify all Certificateholders that in the event that any Certificateholders payments so recovered,such Certificateholder will be entitled to payment rom XLCAo the extent of such recovery,and the Trustee shall furnish to XLCAts records evidencing the paymentsof principal of and



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interest on the Certificates which have been madeby the Trustee and subsequently recoveredfrom Certificateholders, and the dates on which such paymentswere made.8.2.4 XLCAhall, to the extent it makes paymentof principal of or interest on theCertificates, become ubrogated to the rights of the recipients of such payments n accordance

with the terms of its Credit Insurance and, to evidence such subrogation, (i)in the casesubrogation as to claims for past due interest, the Trustee shall note XLCAsights as subrogeeon the registration books maintained by the Trustee upon receipt from XLCAf proof of thepayment f interest thereon to the Certifieateholders of such Certificates and (ii) in the casesubrogation as to claims for past due principal, the Trustee shall note XLCAsights as subrogeeon the registration books or the Certificates maintainedby the Trustee uponreceipt of proof ofthe payment f principal thereof to the Certificateholders of such Certificates. Notwithstandinganything in this authorizing document r the Certificates to the contrary, the Trustee shall makepaymentof such past due interest and past due principal directly to XLCAo the extent thatXLCAs a subrogee with respect thereto.

Upon payment of a claim under the Credit Insurance, the Trustee shall establish aseparate special purpose rust accountfor the benefit of holders of Certificates referred to hereinas the Policy PaymentsAccount and over which the Trustee shall have exclusive control andsole right of withdrawal. The Trustee shall receive any amountpaid under the Credit Insurancein trust on behalf of holders of Certificates and shall deposit any such amount n the PolicyPayments Account and distribute such amount only for purposes of making the payments forwhich a claim was made. Such amounts shall be disbursed by the Trustee to holders ofCertificates in the samemanner s principal and interest payments re to be madewith respect tothe Certificates under the sections hereof regarding paymentof Certificates. It shall not benecessary for such payments o be madeby checks or wire transfers separate from the check orwire transfer used to pay debt service with other funds available to make uch payments.Funds held in the Policy PaymentsAccountshall not be invested by the Trustee and maynot be applied o satisfy any costs, expenses r liabilities of the Trustee.Any funds remaining in the Policy Payments Account following a Certificate paymentdate shall promptlybe remitted to XLCA.In WitnessWhereof, he parties hereto have set their respective handson the date firstset forth above.

[Signatures appearon pages S-1 et seq.]



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[Signature Page toTrust Agreement between theDetroit General Retirement SystemService Corporation and the DetroitPolice and Fire Retirement @stemService Corporation, severally and notjointly, and U.S. Bank National Association,as Trustee, establishing the Detroit

Retirement Systems Funding Trust 2005]

[Trust Agreement Specific Terms]

Detroit General Retirement System Service Corporation

By Sean K. WerdlowPresident

Detroit Police and Fire Retirement System Service Corporation

Sean K. WerdlowPresident

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[Signature Page oTrust Agreement between theDetroit General Retirement SystemService Corporation and the DetroitPolice and Fire Retirement SystemService Corporation, severally and notjointly, and U.S. BankNatlonal Association,as Trustee, establishing the DetroitRetirement Systems FundingTrust 2005]

[Trust AgreementSpecific Terms]

U.S. Bank National Association

ByVice President

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Exhibit 7.2Form f Initial Certificates

The Initial Certificates shall be in the following form and tenor with such changesas areappropriate for the particular Funding Rate Methodologyor are otherwise approved by thePerson executing the same on behalf of the funding Trust, such signature to be conclusiveevidence of such approval.

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General Termsand Conditionsof

Trust AgreementscreatingDetroit Retirement Systems FundingTrusts

established severally and not jointly by theDetroit General Retirement System Service Corporationand theDetroit Police and Fire RetirementSystemService Corporation

Datedas of May1, 2005

1974.110.0476\xxx vl

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Table of ContentsARTICLE

SectionSectionSectionSectionSection

I NDEFINITIONSNDNTERPRETATION.....................................................................101.Certain efinitions........................................................................................................ 1102.Definitions lsewheren Generalerms..................................................................... 4103.Definitionsn Service ontract.................................................................................... 4104.Definitionsn ContractAdministrationgreement................................................... 4105.nterpretation................................................................................................................. 5

ARTICLESection 201.Section 202.Section 203.Section 204.Section 205.Section 206.

II -- THEUNDINGRUST............................................................................................ 5Conveyancef FundingTrust Receivables;Grant of Security Interest .................... 5No ity ndebtedness..................................................................................................... 5TaxTreatment;estriction nTrustees owers....................................................... 6Authentication and Delivery of Certificates by Trustee; Execution of OtherDocuments...................................................................................................................... 6Dispositionf Certificateroceeds.............................................................................. 6Additionalertificates.................................................................................................. 7

ARTICLEII-- THEERTIFICATES............................................................................................. 7Section 301.Section 302.Section 303.Section 304.Section 305.Section 306.Section 307.Section 308.Section 309.Section 310.Section 311.Section 312.Section 313.Section 314.Section 315.

InterestEvidencedyCertificates............................................................................... 7LimitationnAmount................................................................................................... 7Generalitle.................................................................................................................. 7Requiredtatement....................................................................................................... 7IssuablenSeries............................................................................................................ 7Form, umbers,enominationsndDating.............................................................. 7Authentication................................................................................................................ 8Capital ppreciationOPs.......................................................................................... 8PaymentsnUS ollars................................................................................................. 8Paymentf Interest;InterestRights reserved.......................................................... 8Registration,xchangesndTransfers....................................................................... 9Personseemedwners............................................................................................... 9Mutilated, estroyed,tolen r LostCertificates.................................................... 10CancellationndDestructionf Certificates............................................................ 10Book-Entryertificates; ecuritiesDepository........................................................ 10

ARTICLEV -- REDEMPTIONFCERTIFICATES....................................................................... 11Section 01.Selection f Certificateso beRedeemed................................................................... 11Section02.Noticef Redemption.................................................................................................. 12Section 03.Certificates ayablenRedemptionate................................................................. 13Section 04.Certificates edeemedn Part .................................................................................... 13

ARTICLE-- PAYMENTSOCERTIFICATEHOLDERS............................................................... 14Section 501.Section 502.Section 503.

Deficiencyayments.................................................................................................... 14Otherayments........................................................................................................... 14Paymentsaderom redit nsurance................................................................... 14

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ARTICLEVI --Section 601.Section 602.Section 603.Section 604.Section 605.Section 606.Section 607.Section 608.Section 609.Section 610.Section 611.

THERUSTEE.................................................................................................... 15Certain utiesndResponsibilities........................................................................... 15CertainightsfTrustee............................................................................................ 15NotResponsibleor Recitalsor Issuance f Certificates ......................................... 16Mayold ertificates................................................................................................. 16Moneyeldn Trust................................................................................................... 17CompensationndReimbursement........................................................................... 17No ien......................................................................................................................... 17Corporaterustee equired;ligibifity................................................................... 17ReplacementfTrustee............................................................................................... 18Merger, onsofidationndSuccessiono Business.................................................. 18ERISA........................................................................................................................... 19

ARTICLESection 701.Section 702.Section 703.Section 704.Section 705.Section 706.Section 707.

VII -- SUPPLEMENTALRUSTGREEMENTS............................................................ 19SupplementalTrust Agreementswithout Consentof Certificatehoiders ................ 19Supplemental rust Agreements ith Consentof Certificateltolders ..................... 19Executionf SupplementalrustAgreements......................................................... 20Preconditionso Effectiveness.................................................................................... 20Effectof SupplementalrustAgreements................................................................ 21Copieso Insurer......................................................................................................... 21Referencen Certificates to Supplementalrust Agreements................................ 21

ARTICLE VIIISection 801.Section 802.Section 803.Section 804.

-- MISCELLANEOUSROVISIONS....................................................................... 21Noticeso Certlficateholders;aiver........................................................................ 21Insurer reateds Certificateholder......................................................................... 21Severabliity................................................................................................................... 22Payments ue nSaturdays, undaysndHolidays............................................... 22

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GENERAL TERMS AND CONDITIONSOF

TRUST AGREEMENTSCREATING

DETROIT RETIREMENT SYSTEMS FUNDING TRUSTSESTABLISHED SEVERALLY AND NOT JOINTLY BY THE

DETROIT GENERAL RETIREMENT SYSTEM SERVICE CORPORATIONAND THE

DETROIT POLICE AND FIRE RETIREMENT SYSTEM SERVICE CORPORATIONDated as of May1, 2005

(the General TermsThe General Terms govern Trust Agreements of the Detroit General Retirement ServiceCorporation and the Detroit Police and Fire Retirement Service Corporation (each,

Corporation) in which they are incorporated by reference (each, a Trust Agreement) for theestablishment of Funding Trusts (each, a Funding Trust) for the purpose of funding of theseveral and not joint unfunded accrued actuarial liability (in each instance, UAAL) f the DetroitGeneral Retirement System and the Detroit Police and Fire Retirement System (each,Retirement System).Article I m Definitions and InterpretationSection 101. Certain Definitions.

The following terms have the following respective meanings for all purposes of the TrustAgreementunless the context clearly otherwise requires:Accreted Value means, at any time, the Principal Amount of particular Capital

Appreciation COPsdetermined in accordance with the Trust Agreement.Authorized Officer means the President of a Corporation or any other individualdesignated as an Authorized Officer in a Corporation Order signed by the President.

Capital Appreciation COPsmeans Zero Coupon COPs hat have Principal Amounts thataccrete in accordance with the Accreted Value of such COPs.

Certificates, Certificates of Participation or COPsmean he Certificates of Participationidentified in the Trust Agreement.

Certificateholder or HoMermeans, as of any time with respect to any Certificate, thePerson in whosenamesuch Certificate is registered in the Registry.

City means he City of Detroit, Michigan. Corporation has the meaning given that term in the Specific Terms.Corporation Certificate, Corporation Request, Corporation Order and Corporation

Consentmean, respectively, a written certificate, request, order or consent signed in the name ofa Corporation by an Authorized Officer, and delivered to the Trustee.

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Predecessor Certificate of any particular Certificate meansevery previous Certificateevidencing all or a portion of the samebeneficial interest as that evidenced by such particularCertificate; and for the purposeof this definition, any Certificate delivered under Section 313 inlieu of a lost, destroyed or stolen Certificate shall be deemedo evidence the samebeneficialinterest as such ost, destroyed r stolen Certificate.Principal or Principal Amountmeans (whether or not capitalized), (i)as toCertificate, a notional amount qual to the denominationof such Certificate and (ii) as to anySeries of Certificates, a notional amount equal to the total of the denominations of theOutstandingCertificates of such Series.Principal PaymentDates means the dates that correspond to Scheduled PaymentDatesfor Regular Scheduled Payments.Principal Related Receivable means an amount owing by the City as a ScheduledPayment whether a Regular Scheduled Paymentor a Sinking Fund Installment) or an OptionalPrepayment Amount.Qualifying Opinionmeansan opinion of counsel to the effect that the Trust will qualifyas a grantor trust under Subpart E, Part I of SubehapterJ of the Internal RevenueCodeof 1986,as amended.Redeemed r Redemptionmeans whether or not capitalized), the prepaymentof all orportion of the Principal Amountf a Certificate before its Maturity. A Certificate is redeemedothe extent of the prepayment f the Principal Amounthereof. Correlative terms have correlativemeanings.RedemptionDate means he date that corresponds to a Sinking Fund Installment Date oran Optional PrepaymentDate.RedemptionPrice means an amountequal to the amount due from the City as a SinkingFund Installment or an Optional PrepaymentAmount lus any Accrued Service Charges.Regular Record Datemeans, as to any Interest PaymentDate with respect to Certificatesof a Series, the date set forth in or determined ursuant to the Service Contract for such Series asthe Regular RecordDate .Series means all Certificates designated by the Trust Agreementas belonging to aparticular series.Securities Depository means The Depository Trust Companynd any Person succeedingto the business of The Depository Trust Company ualified to do so under the rules of theSecurities and ExchangeCommission.Service Contract means he agreement betweena Corporation and the City identified in

the Trust Agreement s a Service Contract .Service Contract Specific Termsmeans he Specific Termsof a Service Contract.Trust Agreementmeans the Trust Agreementbetween the Corporations and the Trusteeincorporating these General Terms as such Trust Agreementmaybe amended n accordance withits terms.

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Trust Estate means he revenues and assets identified as the Trust Estate in the TrustAgreement.Trustee means he Person so named n the first paragraph of the Trust Agreement ntil asuccessor is appointed pursuant to applicable provisions of the Trust Agreement; hereafter,

Trustee meanssuch successor.Zero CouponCertificates means COPs hat do not provide for periodic payments ofInterest.Section 102. Definitions Elsewhere in General Terms

The terms defined elsewhere in the General Terms nclude:Term Defined InBeneficialwner................................................................................. Section 315SupplementalrustAgreement........................................................... Section 701Participant........................................................................................... Section 315Registry............................................................................................... Section 311Section 103. Definitions in Service ContractUndefined apitalized terms used herein and defined in the Service Contractare used here astherein defined,unless the context otherwisedearly requires, including:Term Defined InCreditnsurance......................................................................... GT, Section 1.01Prepaymenteceiptay............................................................ GT, Section 5.03Ratinggency............................................................................ GT, Section 9.02Regularcheduledayment....................................................... GT, Section 1.01Scheduledaymentates.......................... SP, Scheduled Payments AttachmentScheduledayments.................................. SP, Scheduled Payments AttachmentServiceayments....................................................................... GT, Section 8.01Sinking undnstallments.................. SP, Sinking Fund Installment AttachmentSinkingFund nstallmentDates .......... SP, Sinking Fund Installment AttachmentSubjectAAL............................................................................ GT, Section 1.01GTrefers to Service Contract General Terms, and SP refers to Sexwiee Contract Specific Terms

Section 104. Definitions in Contract Administration AgreementUndefined apitalized terms used herein and defined in the Service Contract are used here astherein defined,unless the context otherwise learly requires, including:Term Defined InDeficitnterestRelatedayment.......................................................... Section 4.6Deficit rincipal elated ayments...................................................... Section 4.6Interest elatedayments.................................................................... Section 4.6Principalelatedayments.................................................................. Section 4.6Redemptionelatedayments............................................................. Section 4.6



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Section 105.(a)neuter genders.(b)

Interpretation.Wordsof the masculine gender include correlative words of the feminine andUnless the context otherwise indicates, words mporting the singular include the

plural and vice versa.(c) Articles, Sections, Schedules and Exhibits referred to by number mean hecorrespondingArticles, Sections, Schedules and Exhibits of the Trust Agreement.(d) The terms hereby, hereof, hereto, herein, hereunderand any similar terms usedin the Trust Agreementefer to the Trust Agreements a wholeand not to any particular portionthereof.(e) The term or is not exclusive.(f) The enumerationof things aider the term such as, including or for example e.g.)is to be interpretedas illustrative andnot restrictive.(g) References to sections of a Public Act, or to a Public Act as a whole, alsoinclude any amendmentshereto unless otherwise indicated and analogous sections or PublicActs enactedas substitutes therefor.

Article II m The Funding TrustSection 201. Conveyance f FundingTrust Receivables; Grantof Security Interest

(a) Effective as of the Closing Date, each Corporation hereby transfers, assigns andotherwise conveys o the FundingTrust all of its fight, title and interest in, to and under theFundingTrust Receivablesnowor hereafter created under its respective Service Contract, and allmoniesdue or to become ue with respect thereto and all proceeds (as defined in Section 9-315of the UniformCommercialCode as in effect in the State of Michigan) of such Funding TrustReceivables. For the avoidance of doubt, the Trustee acknowledges hat it has no power totransfer, assign or otherwise convey legal title to the Funding Trust Receivables and thatbeneficial interests in the Funding Trust Receivables may be transferred as transfers ofCertificates.

(b) Each Corporation intends that such sale, assignment and conveyance beabsolute transfer of such property for all purposes. However,n order to preserve rights if suchsale, assignment and conveyance s deemed pledge of such property, each Corporation herebygrants a security interest in all of its right, title and interest in, to and undersuchproperty o theFunding rust for the benefit of the Certifieateholders.Section 202. No City IndebtednessThe Funding Trust and the Funding Trust Receivables do not constitute or create anyindebtedness of the City within the meaningof the limitation contained in The HomeRule CityAct or any Michigan onstitutional or other non-tax statutory or City charter limitation.

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Section 203. Tax Treatment;Restriction on Trustees Powers(a) Except to the extent otherwise provided in the Trust Agreement, eachCorporation entered into the Trust Agreement,Certificates will be issued and the FundingTrustwill acquire the FundingTrust Receivables, with the intention that for federal, state and localincome,business, franchise and modified value added tax purposes,

(i) the Trust will qualify as a grantor trust under Subpart E, Part ISubchapter J of the Internal RevenueCodeof 1986, as amended;

(ii) each Beneficial Owner f Certificates will be treated as the owneran undivided ro rata interest in the portion of the Trust Estate attributable to suchBeneficial OwnersCertificates; and(iii) the Funding Trust Receivables will constitute payments n respectindebtedness.

(b) In furtherance of such intention, except to the extent otherwise provided in theTrust Agreement, he Trustee shall not have the power o vary the investment of the BeneficialOwnersof the Certificates within the meaningof U.S. Treasury Department egulations section301.7701-4(c)or to engage n any business unless the Trustee shall have received an opinionformand substance reasonablysatisfactory to the Trustee of counsel reasonablyacceptable to theTrustee to the effect that such activity will not cause the Trust to fail to be treated as such agrantor rust.

(c) EachCorporation and the Trustee by entering into the Trust Agreement nd eachCertificateholder by its acceptance of its Certificate agree to treat the FundingTrust, theCertificates and the FundingTrust Receivables n accordancewith the intention expressed in thisSection (or any alternative intention expressed in the Trust Agreement) or federal, state andlocal income,business, franchise and modifiedvalue added tax purposes.Section 204. Authenticationand Delivery of Certificates by Trustee; Execution of OtherDocuments

(a) The Trustee shall deliver the Certificates in accordance with a CorporationOrder of each Corporation (a Delivery Order) stating the amountof Certificate proceeds to bereceived by the Trustee in respect of the particular Corporation nd providing for the dispositionof such proceeds in accordancewith Section 205.(b) The Trustee is authorized and directed to execute and deliver the ContractAdministration Agreement n the nameof and on behalf of the Funding Trust and such otherdocuments nd instruments as maybe specified in a Delivery Order or other writing signed bythe AuthorizedOfficer of each Corporation.

Section 205. Disposition of Certificate Proceeds.The proceeds of the sale of Certificates shall be applied as provided in each ServiceContract.



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Section 206. Additional Certificates(a) Oneor more Series of Additional Certificates maybe established by supplementto the Trust Agreement f (i)the City approves an amendmento either Service Contractprovide for (i) the funding of obligations under the particular Service Contract not part of theInitial Funding r (ii) to provide for the payment f all or a portion of OutstandingCertificatesand(ii) the requirement f Section 704 s met f applicable.(b) Such Series of Additional Certificates shall not have an aggregate principalamount that exceeds the total Scheduled Payments added by such amendment o the ServiceContract, and the maturity dates and amounts maturing on such dates of such AdditionalCertificates shall correspond to the Scheduled Payments added by such amendment nd theirrespective ScheduledPaymentDates.(c) Such Series of Additional Certificates shall provide for Service Chargesdetermined in accordance with the Funding Methodology rovided in such amendment.

Article III m The CertificatesSection 301. Interest Evidencedby Certificates.

TheCertificates evidence he entire beneficial interest in the Trust Estate.Section 302. Limitation on Amount.

The otal of the denominations f the Certificates that maybe authenticated and deliveredunder the Trust Agreement s limited to the total specified in the Trust Agreementplus thedenominations of any Certificates authenticated and delivered pursuant to Section 311 orSection 307.Section 303. General Title.

The general title of the Certificates shall be Detroit Retirement Systems FundingTrust[designation of particular Funding Trust] Certificates of Participation Series [Seriesdesignation],and the specific title of Certificates shall include such other designationsas maybeprovided in the Trust Agreement.Section 304. Required Statement

EachCertificate shall state on its face that it doesnot create any indebtednessof the Citywithin the meaningof any limitation contained in the constitution and non-tax statutes of theState of Michigan r in the City of Detroit Charter.Section 305. Issuable in SeriesThe Certificates shall be issued in one or moreSeries as provided n the Trust Agreement.Section 306. Form, Numbers, Denominations and Dating

(a) The Certificates shall be issued as fully registered securities in the formprescribed by the Trust Agreement.Certificates authenticated and delivered in definitive form



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shall be printed, lithographed or typewritten on plain or safety paper with or without printed orsteel engravedborders.(b) Unlessotherwise provided in the Trust Agreement,he Certificates shall be:

(1) numberedconsecutively from R-I within each Series; provided that adistinctive designation shall be in addition to such number o, or notation madeon, anyCertificate authenticated and delivered in substitution for any lost, mutilated or destroyedCertificate;

(2) issued in the denominationof $5,000 and any multiple thereof; and(3) dated the date of initial issuance.

Section 307. Authentication.NoCertificate shall be valid for any purposeor be entitled to any security or benefit underthe Trust Agreementnless and until a certificate of anthentieationon such Certificate, substantiallyin the form prescribed by the Trust Agreement,has been manually executed by the Trustee. Such

executedcertificate of the Trustee upona Certificate shall be the only and conclusiveevidence hatsuch Certificate has been anthentieated and delivered under the Trust Agreement.Section 308. Capital Appreciation COPs

The Principal Amount f any Capital Appreciation COPs hall aeerete in accordance withthe Accreted Value provided for in the Trust Agreement.Section 309. Payments n US Dollars

All paymentson Certificates shall be madeby negotiable instruments payable in fundsrepresenting legal tender in the UnitedStates or by means f transferring such funds.Section 310. Payment f Interest; Interest Rights Preserved.(a) Interest payable on any Certificate and paid on an Interest PaymentDate shall bepaid to the Person in whosename hat Certificate (or one or more Predecessor Certificates)registered at the close of business on the RegularRecordDate for such Series.

(b) Interest payable on any Certificate and not paid on an Interest PaymentDatewhendue shall be not paid to the registered Holder on the relevant Regular Record Date byvirtue of being such Holder and shall be payable as a Deficit Interest Related Payment o thePerson in whose ame uch Certificate (or a PredecessorCertificate) is registered at the closebusiness on a Special RecordDate for the payment f such Deficit Interest Related Payment.(c) If an amount s payable as all or any part of a Deficit Interest Related Payment

received by the Trustee, the Trustee shall establish a day for the payment f such amount ot lessthan 10 days after the receipt of such amountand shall establish a Special Record Date whichshall be not more han 15 nor fewer than 10 days before the date set for payment f such amount.The Trustee shall mail notice of a Special RecordDate to the Certificateholders at least 10 daysbefore such Special RecordDate.(d) Subject to the foregoing provisions of this Section, each Certificate deliveredunder the Trust Agreement pon ransfer of or in exchange or or in lieu of any other Certificate



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shall carry all the rights to Interest accrued and unpaid, and to accrue, which were canied bysuchother Certificate.Section 311. Registration, Exchanges nd Transfers.

(a) There shall be kept by the Trustee at the designated corporate trust office of theTrustee a register (the Registry) for the registration of Certificates and for the registration oftransfers of Certificates as herein providedsubject to such reasonable regulations as the Trusteemayprescribe.(b) Upon urrender of any Certificate for transfer of the registration thereof, theTrustee shall authenticate and register in the name f the designated ransferee or transferees oneor rnore newCertificates of the same tenor in any authorized denomination n like aggregatePrincipal Amount.(c) At the option of the Holder, Certificates maybe exchangedor other Certificatesof the same tenor in any authorized denomination, of like aggregate principal amount, uponsurrender of the Certificates to be exchangedat the designated corporate trust office of the

Trustee. Wheneverny Certificates are surrendered for exchange, the Trustee shall authenticateand deliver the Certificates that the Certifieateholder makinghe exchanges entitled to receive.(d) All Certificates issued upon any transfer of registration or exchange ofCertificates shall constitute valid evidencesof beneficial interests in the Trust Estate evidencingthe samebeneficial interests and entitled to the samebenefits under the Trust Agreement s theCertificates surrendered n such transfer or exchange.(e) No service charge maybe made or any transfer of registration or exchangeofCertificates, but the Trustee maymake chargesufficient to reimburse t for any tax, fee or othergovernmentalcharge required to be paid with respect such transfer or exchange. The Trusteemaymake he paymentof such tax, fee or other governmentalcharge and the cost of preparing

each newCertificate delivered in such transfer or exchangea condition precedent to making nytransfer of registration or exchange f any Certificate, to be paid by the Person requesting suchtransfer or exchangeunless otherwise provided in the Trust Agreement.(f) The Trustee shall not be required (i)to transfer or exchange any Certificateduring a period beginning at the openingof business 15 days before the day of the mailing of anotice of redemptionof such Certificate and ending at the close of business on the day of suchmailing, or (ii)to transfer or exchangeany Certificate selected for redemption n whole orpart, during a period beginning at the opening of business on any Regular RecordDate for suchCertificates and endingat the close of business on the relevant Interest Payment ate therefor.

Section 312. Persons DeemedOwners.The Trustee may reat the Person in whose nameany Certificate is registered in theRegistry as the ownerof such Certificate, whetherpaymentswith respect to such Certificate shallbe overdueor not, for the purposeof receiving payment f the principal thereof, premium,f any,and (subject to Section 310) Interest thereon and for all other purposeswhatsoever.



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Section 313. Mutilated, Destroyed,Stolen or Lost Certificates.(a) To the extent not otherwise provided by law,/f (i) any mutilated Certificatesurrendered o the Trustee, or the Trustee receives evidence o its satisfaction of the destruction,loss or theft of any Certificate, and (ii)there is delivered to the Trustee such securityindemnityas maybe required by the Trustee to save the Trustee harmless, then, in the absenceofnotice to the Trustee that such Certificate has been acquired by a protected purchaser, the Trusteeshall authenticate and deliver, in exchange or or in lieu of any such mutilated, destroyed, lost orstolen Certificate, a newCertificate of the samematurity and of like tenor and principal amount,bearing a numbernot contemporaneously utstanding.(b) In case any such mutilated, destroyed, lost or stolen Certificate has become r isabout to become ue and payable at Maturity, the Trustee in its discretion may, nstead of issuinga newCertificate, pay such Certificate.(c) Upon he issuance of any newCertificate under this Section, the Trustee mayrequire the paymentof a sum ufficient to cover any tax or other governmental harge that maybe imposed n relation thereto and any other expensesconnected herewith.(d) Every newCertificate issued pursuant to this Section in lieu of any destroyed,lost or stolen Certificate, shall constitute an original additional beneficial interest in the FundingTrust, whetheror not the destroyed, lost or stolen Certificate shall be at any time enforceablebyanyone, and shall be entitled to all the security and benefits of the Trust Agreement qually andratably with all other Certificates issued thereunder(e) The provisions of this Section are exclusive and shall preclude (to the extentlawful) all other rights and remedies with respect to the replacement or paymentof mutilated,destroyed, ost or stolen Certificates.

Section 314. Cancellation and Destructionof Certificates.(a) All Certificates surrendered for payment,redemption, transfer or exchange hallbe promptly ancelled by the Trustee upon ts receipt thereof if not already cancelled.(b) NoCertificate shall be authenticated in lieu of or in exchange or any Certificatecancelled as provided n this Section, except as expressly provided by the Trust Agreement.(c) All cancelled Certificates held by the Trustee shall be destroyed and disposed ofby the Trustee in accordancewith applicable record retention requirements.

Section 315. Book-EntryCertificates; Securities Depository.(a) As used herein:Beneficial Ownermeans any Person who indirectly ownsCertificates pursuant toPart 5 of Article 8 of the UniformCommercial ode n effect in the State of Michigan.Pam cipantmeansany Person whose wnershipof Certificates and other securities is shownon booksof the Securities Depository.



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(b) WheneverCertificates of less than all of a maturity are to be redeemed, theTrustee shall select the particular Certificates to be redeemed rom the OutstandingCertificatesof such maturity and Series that have not previously been called for redemption n such manneras results in pro-rata redemption among ll Holders of Certificates of the maturity beingredeemed.(1) All Certificates of the same Series and having the same maturity shallconstitute a class for purposesof pro-rata redemption.(2) The Trustee shall select Certificates for redemption pro-rata within eachclass.

(c) In the case of any maturity of Certificates for whichSinking Fund Installmentshave been established, any optional redemptionof such Certificates shall be credited among uchSinking Fund nstallments pro rata in accordancewith the unpaid amounts hereof.Section 402. Notice of Redemption.

(a) When ny Certificates are to be redeemed,notice of any such redemption shallbe given by the Trustee by first class mail, no fewer than 30 days and no more than 45 daysbefore the Redemption ate to each Holder of Certificates to be redeemed t his/her last addressin the Registry.(b) All notices of redemption hall be dated and shall state:

(1) the RedemptionDate;(2) the Redemption rice;(3) if less than all Outstanding Certificates are to be redeemed, theidentification number, maturity dates and, in the ease of a partial redemption ofCertificates, the respective principal amounts f the Certificates to be redeemed;(4) that on the Redemption Date the Redemption Price will become due andpayable upon each such Certificate or portion thereof called for redemption, and thatinterest thereon shall cease to accrue fromand after said date;(5) the place where the Certificates to be redeemedare to be surrendered forpayment of the Redemption Price, which place of payment shall be the designatedcorporate trust office of the Trustee or other PayingAgent; and(6) the proposed redemption (except in the case of a redemption from SinkingFund Installments (a Sinking Fund Redemption) is conditioned on the Trustee havingreceived a RedemptionRelated Paymenton the PrepaymentReceipt Day sufficient to paythe full Redemptionrice of the Certificates to be redeemed.

(c) The failure of the Holder of any Certificate to receive notice of redemptiongiven as providedabove, or any defect therein, shall not affect the sufficiency of the proceedingsfor the redemption f any Certificates as to whichno failure or deficiency occurred.(d) Concurrently with giving any notice of redemption, the Trustee shall provideadditional notices in accordancewith this subsectiono the extent applicable:



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(1) An additional notice that provides material compliance with SecuritiesExchange Act Release No. 34-23856 (Dec. 3, 1986) as the same may be modified,amendedor supplemented from time to time by formal action of the Securities andExehangeCommissionr by generally accepted practice of corporate trustees. No ailureto give such additional notice or defect therein or in the manner n which given shallaffect the sufficiency of the proceedings or the redemption f any Certificates.(2) Except in the case of a Sinking Fund Redemption, n additional notice thatidentifies the Certificates to be redeemedand the principal amounts nd CUSIP umbersthereof shall be provided o each Insurer.

(3) No ailure to give any additional notice provided for in this subsectiondefect therein or in the manner n which given shall affect the sufficiency of theproceedings or the redemption f any Certificates.Section 403. Certificates Payable on Redemption ate.

(a) Notice of redemption having been given as aforesaid, the Holders of theCertificates so to be redeemedshall be entitled, on the RedemptionDate, to paymentof anamount qual to the Redemption rice therein specified and from and after such date (unless thefull amountof the Redemption rice is not distributed) the Holders of such Certificates shallcease to be entitled to any further payment n respect of Interest. Upon urrender of any suchCertificate for redemption n accordancewith said notice, the Holderof such Certificate shall bepaid by the Trustee an amount qual to the Redemption rice. Installments of Interest with a duedate on or prior to the Redemption ate shall be payable to the Holdersof the Certificates as ofthe relevant RecordDates.

(b) If any Certificate called for redemption shall not be so paid upon surrenderthereof for redemption, he principal (and premium,f any) shall, until paid, bear Interest fromthe Redemption ate at the rate prescribed in the Certificate.Section 404. Certificates Redeemedn Part.AnyCertificate which s to be redeemed nly in part may,at the option of the Holder hereof:

(1) be presented for notation thereon by the Trustee of the paymentas of theRedemption ate of the redeemed ortion of the principal thereof; or(2) be surrendered at the place of payment herefor (with, if the Trusteerequires, due endorsement y, or a written instrument of transfer in form satisfactory tothe Trustee duly executed by, the Holder thereof or his attorney or legal representativeduly authorized in writing), and the Trustee shall authenticate and deliver to such Holder,without service charge, a newCertificate or Certificates of the samematurity and Series

of any authorized denomination or denominations as requested by such Holder inaggregate principal amountequal to and in exchangefor the unredeemed ortion of theprincipal of the Certificate so surrendered.



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Article V -- Paymentsto CertificateholdersSection 501. Deficiency Payments

(a) On the day that the Trustee receives a Deficit Interest Related Paymentrom theContract Administrator, the Trustee shall establish a Special RecordDate pursuant to Section310 and pay the same o the Certificate Holdersentitled thereto in accordancewith their relativePercentage nterests.

(b) On he day that the Trustee receives a Deficiency Payment,other than a DeficitInterest Payment, from the Administrator the Trustee shall pay the same to the CertificateHoldersentitled thereto in accordancewith their relative Percentage nterests.Section 502. Other Payments

(a) On each Interest PaymentDate for which the Trustee has received an InterestRelated Payment rom the Contract Administrator, the Trustee shall pay the same o the Holdersof OutstandingCertificates entitled to such Interest by the terms of their Certificates as of theRegularRecordDate in accordancewith their relative Percentage nterests.(b) On each Principal PaymentDate for which the Trustee has received a PrincipalRelated Payment rom the Contract Administrator, the Trustee shall pay the same to the Holdersof Certificates entitled to such Principal Related Payment y the terms of their Certificates inaccordancewith their relative Percentage nterests.(c) On each Sinking Fund Installment Date for which the Trustee has received aSinking Fund Related Payment rom the Contract Administrator, the Trustee shall pay the sameto Holders of Outstanding Certificates entitled to such Sinking FundRelated Payment y reasonof the redemptionof their Certificates in accordancewith their relative Percentage nterests ofCertificates being redeemed.(d) On each RedemptionDate that is also an Interest PaymentDate for which theTrustee has received a Redemption Related Paymentfrom the Contract Administrator, theTrustee shall pay the same to Holders of Outstanding Certificates entitled to such RedemptionRelated Paymentby reason of the redemption of their Certificates in accordance with theirrelative Percentage nterests of Certificates being redeemed.(e) On each RedemptionDate that is not also an Interest PaymentDate for whichthe Trustee has received a RedemptionRelated Payment that includes associated AccruedService Chargesfrom the Contract Administrator, the Trustee shall pay the same to the Holdersof Outstanding Certificates entitled to such RedemptionRelated Paymentand AccruedServiceCharges by reason of the redemption of their Certificates in accordance with their relativePercentage nterests of Certificates being redeemed.

Section 503. Payments MadeFrom Credit InsuranceIn determining if any paymentunder the Certificates has been made, no effect shall begiven to any paymentmadewith funds provided under any Credit Insurance.



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Article VI -- The TrusteeSection 601. Certain Duties and Responsibilities.

(a) The Trustee undertakes to perform such duties and only such duties as arespecifically set forth in the Trust Agreement, nd no implied covenants or obligations shall beread into the Trust Agreementgainst the Trustee.(b) In the absenceof bad faith on its part, the Trustee may onclusively rely, as tothe truth of the statements and the correctness of the opinions expressed therein, uponcertificates, documents, ther instrurnents or opinions furnished to the Trustee and conformingothe requirements of the Trust Agreement r the Service Contract; but in the case of any suchcertificates, documents,other instruments or opinions whichby any provision hereof or thereofare specifically required to be furnished to the Trustee, the Trustee is undera duty to examinehesame o determinewhether or not they conform o the requirements of the Trust Agreement.

(c) No provision of the Trust Agreement r the Service Contract shall be construedto relieve the Trustee fi:om liability for its own egligent action, its own egligent failure to act,or its ownwillful misconduct, xcept that(1) the Trustee shall not be liable for any error ofjudgmentmade n good faithby an authorized officer of the Trustee, unless it is proved hat the Trustee wasnegligentin ascertaining he pertinent facts;

(2) the Trustee shall not be liable with respect to any action taken or omittedto be taken by it in good faith in accordance with the direction of the Holders of amajority in principal amount f the OutstandingCertificates relating to the time, methodand place of conducting any proceeding for any remedy available to the Trustee, orexercising any trust or powerconferred upon the Trustee, under the Trust Agreement rthe Service Contract; and(3) no provision of the Trust Agreement hall require the Trustee to expend orrisk its own unds or otherwise incur any financial liability in the performance f any ofits duties hereunderor thereunder, or in the exercise of any of its fights or powers, f itshall have reasonable grounds for believing that repayment of such funds or adequateindemnity gainst such risk or liability is not reasonably ssured o it.

(d) Whether or not therein expressly so provided, every provision of the TrustAgreementelating to the conduct or affecting the liability of or affording protection to theTrustee s subject to the provisionsof this Article.Section 602. Certain Rights of Trustee.

(a) The Trustee may ely and shall be protected in acting or refraining from actinguponany resolution, certificate, statement, nstrtmaent, opinion, report, notice, request, direction,consent, order, bond, debenture, or other paper or document elieved by it to be genuine and tohave been signed or presented by the proper party or parties;Any request, direction or consent of a Corporation mentioned in the TrustAgreement hall be sufficiently evidenced respectively by a Corporation Request, CorporationOrder or Corporation Consent.



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(c) Whenevern the administration of the Trust Agreementhe Trustee shall deemdesirable that a matter be provedor established prior to taking, suffering or omitting any actionhereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in theabsenceof bad faith on its part, rely upona certificate of the ContractAdministrator.(d) The Trustee may onsult with counsel, and the written advice of such counsel isfull and completeauthorization and protection in respect of any action taken, suffered or omittedby the Trustee hereunder n good aith and in reliance thereon.(e) The Trustee is under no obligation to exercise any of the rights or powersvestedin it by the Trust Agreementt the request or direction of any of the Certificateholders pursuantto the Trust Agreement, unless such Certificateholders shall have offered to the Trusteereasonable security or indemnity against the costs, expenses and liabilities which might beincunedby it in compliancewith such request or direction.

(0 The Trustee shall not be bound to makeany investigation into the facts ormatters stated in any resolution, certificate, statement, instrument, opinion, report, notice,request, direction, consent, order, bond, debenture, or other paper or document,but the Trustee,in its discretion, maymake uch further inquiry or investigation into such facts or matters as itmay ee fit.

(g) The Trustee mayexecute any of the trusts or powers hereunder or perform anyduties hereundereither directly or by or throughagents or attorneys and the Trustee shall not beresponsible for any misconductor negligence on the part of any agent or attorney appointed withdue care by it hereunder.(h) The Trustee shall have no duty to see to the recording, filing or registration ofany instrument or document including financing or continuation statements or filing under taxor security laws) or any rereeording,refiling or re-registration.(i) The Trustee shall not have any responsibility to examine or review and shall

have no liability for the contents of any documents submitted to or delivered to anyCertificateholder or any other Person in the nature of an official statement or offering circular,preliminaryor final.Section 603. Not Responsible or Recitals or Issuance of Certificates.

The Trustee assumesno responsibility for the correctness of the recitals contained in theTrust Agreement, in a Service Contract or in the Certificates except the certificate ofauthentication on the Certificates. The Trustee makesno representations as to the value orcondition of the Trust Estate or any part thereof, or as to the title thereto or as to the securityafforded thereby or hereby, or as to the validity or sufficiency of the Trust Agreement r of theCertificates.Section 604. MayHold Certificates.

The Trustee, in its individual or any other capacity, maybecomehe owneror pledgee ofCertificates with the same ights it would ave if it werenot Trustee.



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Section 609. Replacement f Trustee.(a) No Vacancy.No resignation or removal of the Trustee and no appointment of a successor Trusteepursuant to this Article shall be effective until the successor Trustee accepts its appointment s

provided n this Section.(b) Resignation.The Trustee may esign at any time, but such resignation shall become ffective only inaccordance with subsection (a), above. Notice of any such resignation shall be given to theCorporations, the Holders of all Outstanding Certificates and any Insurer not then in defaultunder ts Credit Insurance.(c) Removal y Certificateholders.

(1) The Holders of a majority in principal amountof Outstanding Certificatesmay emove he Trustee by so notifying the Trustee and any Insurer.(2) If the Trustee becomes neligible under Section 608, any Certificateholdermaypetition a court of competent urisdiction for the appointment f a successor.

(d) Appointment of Successor.(1) The retiring Trustee or the Corporations may appoint a successor at anytime prior to the date on which successorTrustee takes office.(2) If a successor Trustee does not take office within 45 days after the retiringTrustee resigns or is removed,any Certificateholder maypetition a court of competentjurisdiction for the appointment f a successorTrustee.(3) Withinone year after a successor Trustee appointed by the Corporationsa court of competent urisdiction takes office, the Holders of a majority in principal

amountof Outstanding Certificates may appoint a successor Trustee to replace suchsuccessor Trustee.(e) Acceptance of Appointment.

(1) A successor Trustee shall deliver written acceptance of its appointmentthe retiring Trustee and to each Corporation. Thereuponhe resignation or removalof theretiring Trustee shall be effective, and the successor Trustee shall have all the rights,powers nd duties of the Trustee under the Trust Agreement.(2) The successor Trustee shall mail a notice of its succession to theCertificateholders.(3) Upon the appointment of a successor Trustee becoming effectiveprovided n this Section, the retiring Trustee shall promptly ransfer all property held byit as Trustee o the successorTrustee.

Section 610. Merger, Consolidation and Succession to Business.If the Trusteeconsolidates, merges r converts nto, or transfers all or substantially all itscorporate trust business to, another corporation, the successorcorporation without any further act



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such SupplementalTrust Agreement hall, without the consent of the Holder of each OutstandingCertificate affected thereby; or(1) change any Principal Payment Date, or Interest Payment Date of anyCertificate, or reduce the principal amount hereof or Sinking Fund Installment or theInterest thereon or any premiumpayable upon the redemption thereof, or change anyplace of paymentwhere, or the coin or currency in which, any Certificate, or the interestthereon is payable, or impair the right to institute suit for the enforcementof any suchpayment n or after the stated maturity thereof (or, in the case of redemption,on or afterthe RedemptionDate); or(2) reduce the percentage in principal amountof the Outstanding Certificates,the consent of whoseHolders is required for any such SupplementalTrust Agreement,orthe consent of whose Holders is required for any waiver provided for in the TrustAgreementof compliance with certain provisions of the Trust Agreementor certaindefaults hereunder and their consequences;or(3) modify any of the provisions of Sections 202 and 203;(4) modify any of the provisions of this Section, or Section 701 except toincrease any percentage provided thereby or to provide that certain other provisions ofthe Trust Agreementcannot be modified or waived without the consent of each Holderaffected thereby.

(b) It is not necessary that the required percentage in principal amount ofCertificateholders under this Section approve the particular form of any proposed SupplementalTrust Agreement.t is sufficient if the Certifieateholders approve he substance hereof.Section 703. Execution of SupplementalTrust Agreements.

(a) Prior to executing, or accepting the additional trusts created by, any SupplementalTrust Agreement ermitted by this Article or the modification hereby of the trusts created by theTrust Agreement,he Trustee shall be entitled to receive and shall be fully protected in relyingupon, an opinion of counsel addressed and delivered to the Trustee stating to the effect that theexecution of such Supplemental Trust Agreement is authorized or permitted by the TrustAgreement nd that the SupplementalTrust Agreementwill be a valid and binding agreementofeach Corporation, upon he execution and delivery thereof.

(b) The Trustee is not obligated to enter into any SupplementalTrust Agreementhataffects the Trustees own ights, duties or immunitiesunder the Trust Agreement.Section 704. Preconditions o Effectiveness

(a) If the Trustee received a Qualifying Opinion n connection with the formationthe Trust, then no SupplementalTrust Agreement hall becomeeffective unless and until theTrustee receives an opinion in form and substance reasonably satisfactory to the Trustee ofcounsel reasonablyacceptable to the Trustee to the effect that such supplementwill not cause theTrust to fail to be treated as sucha grantor trust.(b) Each SupplementalTrust Agreement s subject to the prior written consent ofany Insurer not then in default under ts Credit Insurance.

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(c) Any Rating Agency shall receive notice of each Supplemental the TrustAgreementnd a copy hereof at least 15 days in advanceof its execution.Section 705. Effect of SupplementalTrust Agreements.

Upon he execution of any SupplementalTrust Agreementunder this Article, the TrustAgreement hall be modified in accordance therewith and such Supplemental Trust Agreementshall form a part of the Trust Agreement or all purposes; and every Holder of Certificatestheretofore or thereafter authenticated and delivered hereundershall be bound hereby.Section 706. Copies to Insurer

Any nsurer shall be provided with a full transcript of all proceedings relating to theexecution of any SupplementalTrust Agreement.Section 707. Reference in Certificates to SupplementalTrust Agreements.

(a) Certificates authenticated and delivered after the execution of any SupplementalTrust Agreementpursuant to this Article may, and if required by the Trustee shall, bear anotation in form approved by the Trustee as to any matter provided for in such SupplementalTrust Agreement.

(b) If a Corporation shall so determine, newCertificates so modified as to conform,in the opinion of the Trustee and such Corporation, to any such SupplementalTrust Agreementmay be prepared and executed by such Corporation and authenticated and delivered by theTrustee in exchange or OutstandingCertificates.Article VIII m Miscellaneous ProvisionsSection 801. Notices to Certificateholders; Waiver.

(a) Where the Trust Agreement provides for the publication of notice toCertificateholders, such notice shall be sufficiently given (unless otherwiseexpressly provided nthe Trust Agreement) if in writing and mailed, first-class postage prepaid, to eachCertificateholder at his address as it last appears in the Registry, no later than the latest date andno earlier than the earliest date provide or the first publicationof suchnotice.(b) Where he Trust Agreementprovides for notice in any manner, such notice maybe waivedby the Person entitled to receive such notice, either before or after the event, and suchwaiver shall be the equivalent of such notice. Waiversof notice shall be filed with the Trustee,but such filing shall not be a condition precedent o the validity of any action taken in reliance onthe waiver.

Section 802. Insurer Treated as CertificateholderNotwithstanding any other provision hereof, any Insurer not then in default under itsCredit Insuranceshall be treated as the Holderof the Certificates insured by it for the purposesofactions to be taken by Certificateholders under the Trust Agreementand for the purpose ofgiving all other consents, directions and waivers hat Certificateholders may ive.



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Section 803. SeverabilityThe invalidity or unenforceability of any provision of the Trust Agreement hall notaffect the remainingprovisions hereof.

Section 804. PaymentsDue on Saturdays, Sundays and HolidaysIn any case where he date fixed for paymentof the Certificates shall not be a BusinessDay, then such paymentneed not be madeon such date but may be madeon the next succeedingBusiness Daywith the same orce and effect as if madeon the date fixed for such payment.

[End of General Terms]

1-4 Detroit Pension Lawsuit Exhibit D

Documents

Transcript of 1-4 Detroit Pension Lawsuit Exhibit D