**Exhibit 10.129(u)**

 

**EXECUTION COPY**

 

 

 

FIRSTINVESTORS AUTO OWNER TRUST 2006-A,as Issuer,

 

 

FIRSTINVESTORS FINANCIAL SERVICES, INC.,as Administrator,

 

 

and

 

 

WELLSFARGO BANK, NATIONAL ASSOCIATION,as Indenture Trustee

 

 

ADMINISTRATIONAGREEMENTDated as of January 26, 2006

 

 

 

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TABLE OF CONTENTS

 
| ** **  | ** **                                                                      | **Page** |
|-------------|---------------------------------------------------------------------------------|----------|
|        |                                                                            |     |
| Section 1.  | Definitions                                                                     | 2        |
| Section 2.  | Duties of the Administrator                                                     | 2        |
| Section 3.  | Records                                                                         | 7        |
| Section 4.  | Compensation                                                                    | 7        |
| Section 5.  | Additional Information To Be Furnished to the Issuer                            | 8        |
| Section 6.  | Independence of the Administrator                                               | 8        |
| Section 7.  | No Joint Venture                                                                | 8        |
| Section 8.  | Other Activities of Administrator                                               | 8        |
| Section 9.  | Term of Agreement; Resignation and Removal of Administrator                     | 8        |
| Section 10. | Action upon Termination, Resignation or Removal                                 | 9        |
| Section 11. | Notices                                                                         | 10       |
| Section 12. | Amendments                                                                      | 10       |
| Section 13. | Successors and Assigns                                                          | 10       |
| Section 14. | GOVERNING LAW                                                                   | 11       |
| Section 15. | Counterparts                                                                    | 11       |
| Section 16. | Severability                                                                    | 11       |
| Section 17. | Not Applicable to First Investors Financial Services, Inc. in Other  Capacities | 11       |
| Section 18. | Limitation of Liability of Owner Trustee and Indenture Trustee                  | 11       |
| Section 19. | Third-Party Beneficiary                                                         | 11       |
| Section 20. | Successor Servicer and Administrator                                            | 11       |
| Section 21. | Nonpetition Covenants                                                           | 12       |

 

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ADMINISTRATION AGREEMENT,dated as of January 26, 2006 (as the same may be amended, supplemented orotherwise modified and in effect from time to time, this “*Agreement*”), by and among FIRSTINVESTORS AUTO OWNER TRUST 2006-A, a Delaware statutory trust (the “*Issuer*” or the “*Trust*”), FIRST INVESTORS FINANCIALSERVICES, INC., a Texas corporation, as administrator (in such capacity, the “*Administrator*”), and WELLS FARGO BANK,NATIONAL ASSOCIATION, a national banking association, not in its individualcapacity but solely as indenture trustee (in such capacity, the “*Indenture Trustee*”).

 

WHEREAS, the Issuer isissuing 4.5685% Asset-Backed Class A-1 Notes (the “*Class A-1 Notes*”), 4.87% Asset-BackedClass A-2 Notes (the “*Class A-2 Notes*”),4.93% Asset-Backed Class A-3 Notes (the *“ClassA-3 Notes”*) and 5.00% Asset-Backed Class A-4 Notes (the *“Class A-4 Notes”* and, togetherwith the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, the “*Class A Notes**”***) and the Class B Notes (the “*Class B Notes*”, and together with theClass A Notes, the “*Notes*”)pursuant to the Indenture, dated as of January 26, 2006 (as amended,supplemented or otherwise modified and in effect from time to time, the “*Indenture*”), among the Issuer, theIndenture Trustee and Wells Fargo Bank, National Association, as custodian (insuch capacity, the “*Custodian*”);

 

WHEREAS, the Issuer hasentered into certain agreements in connection with the issuance of the Notesand the issuance of certain beneficial interests in the Issuer, including (i) aSale and Allocation Agreement, dated as of January 26, 2006 (as amended,supplemented or otherwise modified and in effect from time to time, the “*Sale and Allocation Agreement*”), amongthe Issuer, the Indenture Trustee, Wells Fargo Bank, National Association, assecurities intermediary (in such capacity, the “*Securities Intermediary*”), First Investors Auto FundingCorporation, as depositor (the “*Depositor*”)and First Investors Servicing Corporation, as servicer (in such capacity, the “*Servicer*”), (ii) a Letter ofRepresentations, dated as of January 25, 2006 (as amended, supplemented orotherwise modified and in effect from time to time, the “*Note Depository Agreement*”), among theIssuer and The Depository Trust Company relating to the Class A Notes, (iii)the Purchase Agreement, dated January 10, 2006 (as amended, supplemented orotherwise modified and in effect from time to time, the “*Purchase Agreement*”) among the Issuer,First Investors Financial Services, Inc., as seller (in such capacity, the “*Seller*”) and Wachovia Capital Markets,LLC, (iv) the Insurance Agreement, dated as of January 26, 2006 (as amended,supplemented or otherwise modified and in effect from time to time, the “*Insurance Agreement*”), by and amongthe Seller, the Administrator, the Servicer, Wells Fargo Bank, NationalAssociation, as back-up servicer (in such capacity, the “*Back-up Servicer*”), the Issuer, theDepositor, Wells Fargo Delaware Trust Company, as owner trustee (in suchcapacity, the “*Owner Trustee*”),the Indenture Trustee and MBIA Insurance Corporation, as insurer (the “*Insurer*”), (v) the ServicingAgreement, dated as of January 26, 2006 (as amended, supplemented or otherwisemodified and in effect from time to time, the “*Servicing Agreement*”), by and among the Issuer, theIndenture Trustee, the Back-up Servicer, the Custodian and the Servicer, (vi)the Guaranty dated as of January 26, 2006 (as amended, supplemented orotherwise modified and in effect from time to time, the “*Guaranty*”), by and among FirstInvestors Financial Services, Inc., as guarantor (in such capacity, the “*Guarantor*”), the Servicer, the Back-upServicer and the Indenture Trustee and (vii) the Indenture (collectively withthe Sale and Allocation Agreement, the Trust Agreement, the Purchase Agreement,the Insurance Agreement,

 

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the Servicing Agreement, theGuaranty and the Note Depository Agreement, the “*Related Agreements*”);

 

WHEREAS, pursuant to theRelated Agreements, the Issuer, the Owner Trustee and the Indenture Trustee arerequired to perform certain duties in connection with (i) the Notes and thecollateral pledged to secure the Notes pursuant to the Indenture (the “*Collateral*”), (ii) the RelatedAgreements and (iii) the beneficial interests in the Issuer;

 

WHEREAS, the Issuer, theOwner Trustee and the Indenture Trustee desire to have the Administratorperform certain of the duties of the Issuer and the Indenture Trustee referredto in the preceding clause and to provide such additional services consistentwith the terms of this Agreement and the Related Agreements as the Issuer, theOwner Trustee and the Indenture Trustee may from time to time request; and

 

WHEREAS, the Administratorhas the capacity to provide the services required hereby and is willing toperform such services for the Issuer and the Indenture Trustee on the terms setforth herein;

 

NOW, THEREFORE, inconsideration of the mutual covenants contained herein and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:

 

# Section 1.               Definitions.  All capitalized terms used but not defined inthis Agreement shall have the respective meanings set forth in, or incorporatedinto, the Indenture.

 

# Section 2.               Duties of the Administrator.

 

## (a)           Dutieswith Respect to the Related Agreements.

 

### (i)            The Administrator shall consult withthe Owner Trustee regarding the duties of the Issuer or the Owner Trustee underthe Related Agreements.  TheAdministrator shall monitor the performance of the Issuer and shall advise theOwner Trustee when action is necessary to comply with the Issuer’s or the OwnerTrustee’s duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the OwnerTrustee, or shall cause the preparation by other appropriate persons of, allsuch documents, reports, filings, instruments, certificates and opinions thatit shall be the duty of the Issuer or the Owner Trustee to prepare, file ordeliver pursuant to the Related Agreements. In furtherance of the foregoing, the Administrator shall take allappropriate action that the Issuer, the Indenture Trustee or the Owner Trusteeis obligated to take pursuant to the Indenture, including, without limitation,such of the foregoing as are required with respect to the following mattersunder the Indenture (references are to sections of the Indenture):

 

### (ii)           the duty to cause the Note Registerto be kept and to give the Indenture Trustee notice of any appointment of a newNote Registrar and the location, or change in location, of the Note Register(Section 2.5);

 

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### (iii)          the notification to Noteholders of thefinal principal payment on their Notes (Section 2.8(e));

 

### (iv)          the preparation or obtaining of thedocuments and instruments required for authentication of the Notes and deliveryof the same to the Indenture Trustee (Section 2.2);

 

### (v)           the preparation, obtaining or filingof the instruments, opinions, certificates and other documents required for therelease of collateral (Section 2.10);

 

### (vi)          the maintenance of an office or agencyin Minneapolis, Minnesota where the Notes may be surrendered for registrationof transfer or exchange by the Indenture Trustee (Section 3.2) unless thePaying Agent is the Indenture Trustee;

 

### (vii)         the duty to cause newly appointedPaying Agents, if any, to deliver to the Indenture Trustee the instrumentspecified in the Indenture regarding funds held in trust (Section 3.3);

 

### (viii)        the direction to the Paying Agent todeposit monies with the Indenture Trustee unless the Paying Agent is theIndenture Trustee (Section 3.3);

 

### (ix)           the obtaining and preservation of theIssuer’s qualification to do business in each jurisdiction in which suchqualification is or shall be necessary to protect the validity andenforceability of the Indenture, the Notes, the Collateral and each otherinstrument or agreement included in the Trust Estate (Section 3.4);

 

### (x)            the preparation of all supplementsand amendments to the Indenture and all financing statements, continuationstatements, instruments of further assurance and other instruments and thetaking of such other action as is necessary or advisable to protect the TrustEstate (Section 3.5);

 

### (xi)           the delivery of the Opinion ofCounsel on the Closing Date and the annual delivery of Opinions of Counsel asto the Trust Estate, and the annual delivery of the Officer’s Certificate andcertain other statements as to compliance with the Indenture (Sections 3.6 and3.9);

 

### (xii)          the identification to the IndentureTrustee in an Officer’s Certificate of a Person, if any, with whom the Issuerhas contracted to perform its duties under the Indenture (Section 3.7(b));

 

### (xiii)         the notification of the IndentureTrustee and the Rating Agencies of an Event of Servicing Termination under theServicing Agreement and, if such Event of Servicing Termination arises from thefailure of the Servicer to perform any of its duties or obligations under theServicing Agreement with respect to the Contracts, the taking of all reasonablesteps available to remedy such failure (Section 3.7(d));

 

### (xiv)        the duty to cause the Servicer to complywith the Sale and Allocation Agreement and the Servicing Agreement (Section3.13);

 

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### (xv)         the preparation and delivery of writtennotice to the Indenture Trustee, the Insurer and the Rating Agencies of eachEvent of Default under the Indenture and each Event of Default by the Serviceror the Seller under the Sale and Allocation Agreement (Section 3.17);

 

### (xvi)        the monitoring of the Issuer’sobligations as to the satisfaction and discharge of the Indenture and thepreparation of an Officer’s Certificate and the obtaining of the Opinion ofCounsel and the Independent Certificate relating thereto (Section 4.1);

 

### (xvii)       the compliance with any written directiveof the Indenture Trustee with respect to the sale of the Trust Estate at one ormore public or private sales called and conducted in any manner permitted bylaw if an Event of Default shall have occurred and be continuing under theIndenture (Section 5.4);

 

### (xviii)      the preparation and delivery of writtennotice to the Noteholders of the removal of the Indenture Trustee and theappointment of a successor Indenture Trustee (Section 6.8);

 

### (xix)         the preparation of any writteninstruments required to confirm more fully the authority of any co-trusteeor separate trustee and any written instruments necessary in connection withthe resignation or removal of any co-trustee or separate trustee(Sections 6.8 and 6.10);

 

### (xx)          the furnishing to the IndentureTrustee of the names and addresses of Noteholders during any period when theIndenture Trustee is not the Note Registrar (Section 7.1);

 

### (xxi)         the opening of one or more accounts inthe Indenture Trustee’s name, the preparation and delivery of Opinions ofCounsel and all other actions necessary with respect to the investment andreinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3);

 

### (xxii)        the preparation and delivery of anIssuer Request and Officer’s Certificate and the obtaining of an Opinion ofCounsel for the release of the Trust Estate (Sections 8.4 and 8.5);

 

### (xxiii)       the preparation and delivery of IssuerOrders and the obtaining of an Opinion of Counsel with respect to the executionof supplemental indentures and the mailing to the Noteholders of notices withrespect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);

 

### (xxiv)       the execution and delivery of new Notesconforming to any supplemental indenture (Section 9.5);

 

### (xxv)        the duty to notify Noteholders ofredemption of the Notes or to cause the Indenture Trustee to provide suchnotification (Section 10.2);

 

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### (xxvi)       the preparation and delivery of Officer’sCertificates and the obtaining of an Opinion of Counsel and with respect to anyrequests by the Issuer to the Indenture Trustee to take any action under theIndenture (Section 11.1(a));

 

### (xxvii)      the preparation and delivery of Officer’sCertificates and the obtaining of Opinions of Counsel and IndependentCertificates for the release of property from the lien of the Indenture(Section 11.1(b) and Section 11.1(c));

 

### (xxviii)      the preparation and delivery of writtennotice to the Indenture Trustee, the Issuer, the Insurer and the RatingAgencies, upon the failure of the Indenture Trustee to give such notification,of the information required pursuant to the Related Agreements (Section 11.4);

 

### (xxix)       the preparation and delivery to theNoteholders and the Indenture Trustee of any agreements with respect toalternate payment and notice provisions (Section 11.6);

 

### (xxx)        the recording of the Indenture, ifapplicable (Section 11.14);

 

### (xxxi)       the preparation of Definitive Notes inaccordance with the instructions of the Clearing Agency (Section 2.13); and

 

### (xxxii)      the monitoring of the Issuer’s obligationsto furnish Rule 144A information (Section 3.20).

 

## (b)           TheAdministrator shall, from its own funds and not from the funds of the TrustEstate:

 

(i)            comply with its obligations pursuantto Section 6.7(a) of the Indenture and indemnify the Indenture Trustee, theCustodian and their respective agents for, and hold them harmless against, anyloss, liability or expense incurred without negligence or bad faith on theirpart arising out of or in connection with the acceptance or administration ofthe transactions contemplated by the Indenture, including the reasonable costsand expenses of defending themselves against any claim or liability inconnection with the exercise or performance of any of their powers or dutiesunder the Indenture; and

 

(ii)           to the extent not promptly paid bythe Issuer or the Depositor in accordance with the Sale and AllocationAgreement or the Trust Agreement as the case may be (including, withoutlimitation, any obligation of the Issuer or Depositor, in the event either doesnot have funds sufficient to make payment on such obligation), indemnify theOwner Trustee, in its individual capacity and each of its agents for, anddefend and hold them harmless against, any loss, liability or expense incurredwithout gross negligence or bad faith on their part arising out of or inconnection with the acceptance or administration of the transactionscontemplated by the Trust Agreement, including, without limitation, thereasonable costs and expenses of defending themselves against any claim orliability in connection with the exercise or performance of any of their powersor duties under the Trust Agreement (the duties of the Administrator under thisparagraph shall survive the resignation or removal of the Owner Trustee and theAdministrator and the termination of this Agreement and the Trust Agreement).

 

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## (c)           AdditionalDuties.

 

### (i)            In addition to the duties of theAdministrator set forth above, the Administrator shall perform suchcalculations and shall prepare or shall cause the preparation by otherappropriate persons of, and shall execute on behalf of the Issuer or the OwnerTrustee, all such documents, reports, filings, instruments, certificates andopinions that the Issuer or the Owner Trustee is obligated to prepare pursuantto the Related Agreements and at the request of the Owner Trustee shall takeall appropriate action that the Issuer or the Owner Trustee is obligated totake pursuant to the Related Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf ofitself and the Issuer, execute and deliver to the Administrator and to eachsuccessor Administrator appointed pursuant to the terms hereof, one or morepowers of attorney substantially in the form of Exhibit A hereto,appointing the Administrator the attorney-in-fact of the OwnerTrustee and the Issuer for the purpose of executing on behalf of the OwnerTrustee and the Issuer all such documents, reports, filings, instruments,certificates and opinions.  Subject toSection 6 of this Agreement, and in accordance with the directions of the OwnerTrustee, the Administrator shall administer, perform or supervise the performanceof such other activities in connection with the Collateral (including theRelated Agreements) as are not covered by any of the foregoing provisions andas are expressly requested by the Owner Trustee and are reasonably within thecapability of the Administrator.

 

(ii)           Notwithstanding anything in thisAgreement or the Related Agreements to the contrary, the Administrator shall beresponsible for promptly notifying the Owner Trustee, in writing, in the eventthat any withholding tax is imposed on any payment (or allocation of income) bythe Issuer to the Depositor as contemplated in Section 5.2(b) of the TrustAgreement, to the extent that the Administrator has actual knowledgethereof.  Any such notice shall specifythe amount of any withholding tax required to be withheld pursuant to suchprovision.

 

(iii)          The Administrator shall perform theduties of the Administrator specified in Section 10.2 of the Trust Agreementrequired to be performed in connection with the resignation or removal of theOwner Trustee, and any other duties expressly required to be performed by theAdministrator under the Trust Agreement or any other Related Agreement.

 

(iv)          The Administrator shall perform theduties specified in Section 2.10 of the Trust Agreement required to be performedby the Administrator or the Owner Trustee in connection with thecharacterization of the Trust for tax purposes.

 

(v)           In carrying out the foregoing dutiesor any of its other obligations under this Agreement, the Administrator mayenter into transactions or otherwise deal with any of its affiliates; provided,however, that the terms of any such transactions or dealings shall be inaccordance with any directions received from the Issuer and shall be, in theAdministrator’s opinion, no less favorable to the Issuer than would beavailable from unaffiliated parties.

 

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## (d)           Non-MinisterialMatters.

 

(i)            The Administrator shall not take anyaction with respect to matters that, in the reasonable judgment of theAdministrator, are non-ministerial unless the Insurer shall haveconsented in writing thereto (unless an Insurer Default has then occurred andis continuing) and within a reasonable time before the taking of such actionthe Administrator shall have notified the Owner Trustee of the proposed actionand the Owner Trustee shall not have withheld consent, which consent shall notbe unreasonably withheld or delayed, or provided an alternative direction.  For the purpose of the preceding sentence,“non-ministerial” matters shall include, without limitation:

 

##### (A)          the amendment of or any supplement tothe Indenture;

 

##### (B)           the initiation of any claim orlawsuit by the Issuer or the compromise of any action, claim or lawsuit broughtby or against the Issuer (other than in connection with the collection of theContracts or Eligible Investments);

 

##### (C)           the amendment, change or modificationof the Related Agreements;

 

##### (D)          the appointment of successor NoteRegistrars, successor Paying Agents or successor Indenture Trustees pursuant tothe Indenture, the appointment of successor Administrators or SuccessorServicers or the consent to the assignment by the Note Registrar, the PayingAgent or the Indenture Trustee of its obligations under the Indenture; and

 

##### (E)           the removal of the Indenture Trustee.

 

## (e)           Exceptas set forth in Section 2(b) of this Agreement and Section 6.7 of theIndenture, the Administrator shall not (i) be obligated to (A) make anypayments to the Noteholders under the Related Agreements or the Notes; or (B) makeany other payment required to be made by the Issuer under any Related Agreementor the Notes, or (ii) take any other action that the Issuer directs theAdministrator not to take on its behalf, or which would result in a violationor breach of the Issuer’s covenants, agreements or obligations under anyRelated Agreement.

 

# Section 3.               Records.  The Administrator shall maintain appropriatebooks of account and records relating to services performed hereunder, whichbooks of account and records shall be accessible for inspection by the Issuer,the Insurer and the Depositor at any time during normal business hours.

 

# Section 4.               Compensation.  As compensation for the performance of theAdministrator’s obligations under this Agreement, and as reimbursement for itsexpenses related thereto, the Administrator shall be entitled to $500 permonth, which compensation shall be solely an obligation of the Seller.

 

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# Section 5.               AdditionalInformation To Be Furnished to the Issuer. The Administrator shall furnish to the Issuer or the Insurer from timeto time such additional information regarding the Collateral as the Issuer orthe Insurer may reasonably request.

 

# Section 6.               Independenceof the Administrator.  For all purposesof this Agreement, the Administrator shall be an independent contractor andshall not be subject to the supervision of the Issuer, Indenture Trustee or theOwner Trustee with respect to the manner in which it accomplishes theperformance of its obligations hereunder. Unless expressly authorized by the Issuer, the Administrator shall haveno authority to act for or represent the Issuer, the Indenture Trustee or theOwner Trustee in any way and shall not otherwise be deemed an agent of theIssuer, the Indenture Trustee or the Owner Trustee.

 

# Section 7.               NoJoint Venture.  Nothing contained inthis Agreement (a) shall constitute the Administrator and either the Issuer,Owner Trustee or the Indenture Trustee as members of any partnership, jointventure, association, syndicate, unincorporated business or other separateentity, (b) shall be construed to impose any liability as such on any of themor (c) shall be deemed to confer on any of them any express, implied orapparent authority to incur any obligation or liability on behalf of theothers.

 

# Section 8.               OtherActivities of Administrator.  Nothingcontained in this Agreement shall prevent the Administrator or its affiliatesfrom engaging in other businesses or, in its sole discretion, from acting in asimilar capacity as an administrator for any other person or entity even thoughsuch person or entity may engage in business activities similar to those of theIssuer, the Owner Trustee or the Indenture Trustee.

 

# Section 9.               Termof Agreement; Resignation and Removal of Administrator.

 

## (a)           ThisAgreement shall continue in full force and effect until the termination of theIssuer, upon which event this Agreement shall automatically terminate.

 

## (b)           Forso long as any Notes are outstanding, the Issuer shall not remove theAdministrator without cause unless the Rating Agency Condition shall have beensatisfied in connection therewith and the Insurer shall have consented inwriting thereto.

 

## (c)           Subjectto Sections 9(e) and 9(f), the Administrator may resign its duties hereunder,with the prior written consent of the Insurer, by providing the Issuer and theInsurer with at least sixty (60) days’ prior written notice.

 

## (d)           Subjectto Sections 9(e) and 9(f), the Issuer may remove the Administrator withoutcause with prior written consent of the Insurer by providing the Administratorwith at least sixty (60) days’ prior written notice.

 

## (e)           Subjectto Section 9(f), at the sole option of the Issuer, with prior written consentof the Insurer, the Issuer may and shall at the direction of the Insurer,remove the Administrator immediately upon written notice of termination fromthe Issuer to the Administrator if any of the following events shall occur andbe continuing:

 

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### (i)            the Administrator shall default inthe performance of any of its duties under this Agreement and, after notice ofsuch default, shall not cure such default within ten (10) days (or, if suchdefault cannot be cured in such time, shall not give within ten (10) days suchassurance of cure as shall be reasonably satisfactory to the Issuer and theInsurer);

 

### (ii)           a court having jurisdiction in thepremises shall enter a decree or order for relief, and such decree or ordershall not have been vacated within sixty (60) days, in respect of theAdministrator in any involuntary case under any applicable bankruptcy,insolvency or other similar law now or hereafter in effect or appoint areceiver, liquidator, assignee, trustee, custodian, sequestrator or othersimilar official for the Administrator or any substantial part of its propertyor order the winding-up or liquidation of its affairs; or

 

### (iii)          the Administrator shall commence avoluntary case under any applicable bankruptcy, insolvency or other similar lawnow or hereafter in effect, shall consent to the entry of an order for reliefin an involuntary case under any such law, shall consent to the appointment ofa receiver, liquidator, assignee, trustee, custodian, sequestrator or othersimilar official for the Administrator or any substantial part of its property,shall consent to the taking of possession by any such official of anysubstantial part of its property, shall make any general assignment for thebenefit of creditors or shall fail generally to pay its debts as they becomedue.

 

If any of the eventsspecified in clauses (ii) or (iii) of this Section 9(e) shall occur, theAdministrator shall give written notice thereof to the Issuer, the Insurer andthe Indenture Trustee within seven (7) days after the occurrence of such event.

 

## (f)            Noresignation or removal of the Administrator shall be effective until (i) asuccessor Administrator acceptable to the Insurer shall have been appointed bythe Issuer and (ii) such successor Administrator shall have agreed in writing tobe bound by the terms of this Agreement in the same manner as the Administratoris bound hereunder.

 

## (g)           Theappointment of any successor Administrator shall be effective only aftersatisfaction of the Rating Agency Condition with respect to the proposedappointment.

 

# Section 10.             Actionupon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreementpursuant to Section 9(a), the resignation of the Administrator pursuant toSection 9(c) or the removal of the Administrator pursuant to Section 9(d) or(e), the Administrator shall be entitled to be paid from the Seller all feesand reimbursable expenses accruing to it to the date of such termination,resignation or removal pursuant to Section 4. The Administrator shall forthwith upon such termination pursuant toSection 9(a) deliver to the Issuer all property and documents of or relating tothe Collateral then in the custody of the Administrator.  In the event of the resignation of theAdministrator pursuant to Section 9(c) or the removal of the Administratorpursuant to Section 9(d) or (e), the Administrator shall cooperate with theIssuer and take all reasonable steps requested by the Issuer to assist theIssuer in making an orderly transfer of the duties of the Administrator.

 

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# Section 11.             Notices.  All demands, notices and other communicationsunder this Agreement shall be in writing, personally delivered, sent bytelecopier, overnight courier or mailed by certified mail, return receiptrequested, and shall be deemed to have been duly given upon receipt (i) in thecase of the Issuer, to the First Investors Auto Owner Trust 2006-A c/o theOwner Trustee at the following address: Wells Fargo Delaware Trust Company, 919 North Market Street, Suite 700,Wilmington, Delaware 19801, Attention: Corporate Trust Administration, (ii) inthe case of the Administrator, at the following address: 675 Bering Drive,Suite 710, Houston, Texas 77057 Attention: Bennie H. Duck, Treasury Department,(iii) in the case of the Indenture Trustee, at the following address: SixthStreet and Marquette Avenue MAC N9311-161, Minneapolis, Minnesota 55479,Attention: Corporate Trust Services - Asset-Backed Administration, CorporateTrust and Agency Group - Structured Finance, and (iv) in the case of theInsurer, at the following address: 113 King Street, Armonk, New York 10504,Attention: Insured Portfolio Management, Structured Finance, or, in each case,to such other address as any party shall have provided to the other parties inwriting.

 

# Section 12.             Amendments.  This Agreement may be amended from time totime by the Issuer, the Administrator and the Indenture Trustee, with the priorwritten consent of the Insurer and the Owner Trustee but without the consent ofthe Noteholders and the Depositor, for the purpose of adding any provisions toor changing in any manner or eliminating any of the provisions of thisAgreement or of modifying in any manner the rights of the Noteholders; provided,however, that such amendment shall not, as set forth in an Opinion ofCounsel satisfactory to the Indenture Trustee and the Owner Trustee, materiallyand adversely affect the interest of any Noteholder.  This Agreement may also be amended from timeto time by the Issuer, the Administrator and the Indenture Trustee, with theprior written consent of the Owner Trustee, the Insurer and the Holders ofNotes evidencing at least 51% of the Class A Note Balance, for the purpose ofadding any provisions to or changing in any manner or eliminating any of theprovisions of this Agreement or of modifying in any manner the rights of theNoteholders; provided, however, that no such amendment may (i)increase or reduce in any manner the amount of, or accelerate or delay thetiming of, collections of payments on Contracts or distributions that arerequired to be made for the benefit of the Noteholders or (ii) reduce theaforesaid percentage of the Holders of Notes which are required to give priorwritten consent to any such amendment, without the consent of the Insurer andthe Holders of all the outstanding Notes. Notwithstanding the foregoing, the Administrator may not amend thisAgreement without the consent of the Seller, which consent shall not beunreasonably withheld.

 

# Section 13.             Successors and Assigns.  This Agreement may not be assigned by theAdministrator unless such assignment is previously consented to in writing bythe Issuer, the Owner Trustee, the Indenture Trustee and the Insurer (if anInsurer Default has not occurred and is not continuing) and the Rating AgencyCondition has been satisfied with respect to such assignment.  An assignment with such consent andsatisfaction, if accepted by the assignee, shall bind the assignee hereunder inthe same manner as the Administrator is bound hereunder.  Notwithstanding the foregoing, this Agreementmay be assigned by the Administrator without the consent of the Issuer, theIndenture Trustee or the Owner Trustee to a corporation or other organizationthat is a successor (by merger, consolidation or purchase of assets) to theAdministrator; provided, however, that such successororganization executes and delivers to the Issuer, the Insurer, the OwnerTrustee and the Indenture Trustee an agreement in which such corporation orother organization agrees to be bound hereunder by the terms of such assignment

 

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in the same manner as theAdministrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors orassigns of the parties hereto.

 

# Section 14.             GOVERNINGLAW.  THIS AGREEMENT SHALL BECONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUTREFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS ANDREMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCEWITH SUCH LAWS.

 

# Section 15.             Counterparts.  This Agreement may be executed in two or morecounterparts and by different parties on separate counterparts, each of whichshall be an original, but all of which together shall constitute but one andthe same instrument.

 

# Section 16.             Severability.  If any provision of this Agreement shall beinvalid, illegal or unenforceable, the validity, legality, and enforceabilityof the remaining provisions of this Agreement shall not in any way be affectedor impaired thereby.

 

# Section 17.             NotApplicable to First Investors Financial Services, Inc. in Other Capacities.  Nothing in this Agreement shall affect anyobligation First Investors Financial Services, Inc. has in any other capacity.

 

# Section 18.             Limitation of Liability of OwnerTrustee and Indenture Trustee.

 

## (a)           Notwithstandinganything contained herein to the contrary, this Agreement has been signed bythe Owner Trustee not in its individual capacity but solely in its capacity asOwner Trustee of the Issuer, and in no event shall the Owner Trustee in itsindividual capacity have any liability for the representations, warranties,covenants, agreements or other obligations of the Issuer hereunder or in any ofthe certificates, notices or agreements delivered pursuant hereto orcontemplated hereby, as to all of which recourse shall be had solely to theassets of the Issuer.  For all purposesof this Agreement, the Owner Trustee (as such and in its individual capacity)shall be subject to, and entitled to the benefits of, the Trust Agreement.

 

## (b)           Notwithstandinganything contained herein to the contrary, this Agreement has beencountersigned by the Indenture Trustee not in its individual capacity butsolely as Indenture Trustee, and in no event shall the Indenture Trustee in itsindividual capacity have any liability for the representations, warranties,covenants, agreements or other obligations of the Issuer hereunder or in any ofthe certificates, notices or agreements delivered pursuant hereto, as to all ofwhich recourse shall be had solely to the assets of the Issuer.

 

# Section 19.             Third-PartyBeneficiary.  The Owner Trustee, inits individual capacity, and the Insurer are each a third-partybeneficiary of this Agreement and each is entitled to the rights and benefitshereunder and may enforce the provisions hereof as if it were a party hereto.

 

# Section 20.             SuccessorServicer and Administrator.  TheAdministrator shall undertake, as promptly as possible after the giving ofnotice of termination to the Servicer of the Servicer’s rights and powerspursuant to Section 5.02 of the Servicing Agreement, to enforce the provisionsof such Section 5.02 with respect to the appointment of a successor Servicer.  Such successor Servicer shall, uponcompliance with Section 5.02 of the Servicing Agreement, become the

 

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successor Administratorhereunder; provided, however, that if the Indenture Trustee shallbecome such successor Administrator, the Indenture Trustee shall not berequired to perform any obligations or duties or conduct any activities assuccessor Administrator that would be prohibited by law and not within thebanking and trust powers of the Indenture Trustee.  In such event, the Indenture Trustee mayappoint a sub-administrator acceptable to the Insurer to perform suchobligations and duties.

 

# Section 21.             Nonpetition Covenants.

 

## (a)           Notwithstandingany prior termination of this Agreement, the Seller, the Administrator, theOwner Trustee and the Indenture Trustee shall not, acquiesce, petition orotherwise invoke knowingly or intentionally cause or encourage the Issuer orthe Depositor or any other Person to invoke the process of any court orgovernment authority for the purpose of commencing or sustaining a case againstthe Issuer or the Depositor under any federal or state bankruptcy, insolvencyor similar law or appointing a receiver, liquidator, assignee, trustee,custodian, sequestrator or other similar official of the Issuer or theDepositor or any substantial part of its property, or ordering the winding upor liquidation of the affairs of the Issuer or the Depositor.

 

## (b)           Notwithstandingany prior termination of this Agreement, the Issuer, the Administrator, the OwnerTrustee and the Indenture Trustee shall not, acquiesce, petition or otherwiseinvoke knowingly or intentionally cause or encourage the Seller to invoke theprocess of any court or government authority for the purpose of commencing orsustaining a case against the Seller under any federal or state bankruptcy,insolvency or similar law or appointing a receiver, liquidator, assignee,trustee, custodian, sequestrator or other similar official of the Seller or anysubstantial part of its property, or ordering the winding up or liquidation ofthe affairs of the Seller.

 

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IN WITNESS WHEREOF, theparties hereto have caused this Administration Agreement to be duly executed bytheir respective officers, thereunto duly authorized, all as of the day andyear first above written.

 

 
|   | FIRST INVESTORS AUTO OWNER  TRUST 2006-A  |
|--------|-------------------------------------------|
|   |                                      |
|   | By:                                       | WELLS FARGO DELAWARE TRUST  COMPANY not in its individual capacity but solely  as Owner Trustee |
|   |                                      |   |
|   | By:                                       |   |
|   | Name:                                     |   |
|   | Title:                                    |   |
|   |                                      |
|   |                                      |
|   | By:                                       | WELLS FARGO BANK, NATIONAL  ASSOCIATION not in its individual capacity but  solely as Indenture Trustee |
|   |                                      |   |
|   | By:                                       |   |
|   | Name:                                     |   |
|   | Title:                                    |   |
|   |                                      |   |
|   |                                      |   |
|   | FIRST INVESTORS FINANCIAL  SERVICES, INC. |
|   | as Administrator                          |
|   |                                      |
|   | By:                                       |   |
|   | Name:                                     |   |
|   | Title:                                    |   |
|        |                                           |  |  |  |  |  |

 

AdministrationAgreement Signature Page

 

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**EXHIBITA**

 

**FORM OF POWER OF ATTORNEY**

 

**SPECIAL AND LIMITED POWER OF ATTORNEY**

 

January26, 2006

 

Reference is made to (i) theContribution Agreement, dated as of January 26, 2006 by and between FirstInvestors Financial Services, Inc. (“FIFS”) and First Investors Auto FundingCorporation (the “Depositor”), (ii) the Sale and Allocation Agreement, dated asof January 26, 2006, by and among First Investors Servicing Corporation, theDepositor, Wells Fargo Bank, National Association (the “Indenture Trustee”) andFirst Investors Auto Owner Trust 2006-A (the “Issuer”), (iii) the Indenture,dated as of January 26, 2006, by and between the Indenture Trustee and theIssuer and (iv) the Administration Agreement (the “Administration Agreement”),dated as of January 26, 2006, by and among the Issuer, FIFS, as Administratorand the Indenture Trustee.  Allcapitalized terms used herein but not defined herein shall have the meaningsgiven such terms in the Administration Agreement.

 

Wells Fargo Delaware TrustCompany, a Delaware limited purpose trust company, not in its individualcapacity but solely as owner trustee of the Issuer (the “Owner Trustee”) herebymakes, constitutes and appoints FIFS, as Administrator under the AdministrationAgreement, acting through one or more of its duly authorized officers, the trueand lawful attorney in fact for the Owner Trustee, and FIFS is herebyauthorized and empowered in the name, place and stead of the Owner Trustee totake any and all steps required to be performed by the Owner Trustee pursuantto Section 2(c)(i) of the Administration Agreement, including execution ofcertificates of title or any other documents in the name and stead of the OwnerTrustee.  The foregoing power of attorneyis for the limited purpose of enabling FIFS to comply with Section 2(c)(i) ofthe Administration Agreement and shall be effective only so long as theAdministration Agreement is in full force and effect.

 

FIFS is authorized todelegate said power of attorney to any person or persons it deems appropriate,but only for the limited purposes set forth herein and in accordance with theAdministration Agreement.

 

For value received, thereceipt and sufficiency of which is hereby acknowledged, the undersigned forand on behalf of the Owner Trustee does hereby intend that this power ofattorney be coupled with an interest, and declares this power of attorney to beirrevocable by the Owner Trustee or otherwise, renouncing all right to revokethis power or to appoint any other person to perform any of the acts enumeratedherein.

 

[Signaturepage follows]

 

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IN WITNESS WHEREOF, thisSpecial and Limited Power of Attorney has been executed as of the date and yearfirst above written.

 

 
|   | WELLS FARGO DELAWARE TRUST  COMPANY, not in its individual capacity  but solely as Owner Trustee of the Issuer |
|--------|----------------------------------------------------------------------------------------------------------------|
|   |                                                                                                           |
|   | By:                                                                                                            |   |   |
|   | Name:                                                                                                          |
|   | Title:                                                                                                         |

 
| STATE OF  |   |   |
|-----------|--------|--------|
| COUNTY OF |   |   |
|           |        |        |  |

 

On the      day of January, 2006, before me personally appeared and came               ,to me known to be the person who executed the foregoing instrument and who,being duly sworn by me, did depose and day that he has an office at 919 NorthMarket Street, Suite 700, Wilmington, DE 19801; that he is the                  of Wells Fargo Delaware Trust Company, the limited purpose trust company whichexecuted the foregoing instrument; that (s)he signed his/her name thereto byauthority of said limited purpose trust company.

 

 
|   |                   |   |
|--------|------------------------|--------|
|   | Notary Public          |
|   |                   |
|   | My commission expires: |

 

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