**EXHIBIT10.130(u)**

 

**EXECUTIONCOPY**

 

 

 

FIRSTINVESTORS FINANCIAL SERVICES, INC.,

asSeller

 

and

 

FIRSTINVESTORS AUTO FUNDING CORPORATION,

asDepositor

 

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CONTRIBUTIONAGREEMENT

 

Datedas of January 26, 2006

 

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**TABLE OF CONTENTS**

 
| Article I     | Definitions               |                                                              | 1      |
|---------------|---------------------------|-------------------------------------------------------------------|--------|
| Section 1.1.  |                      | Definitional Provisions                                           |   | 1 |
| Article II    | Contribution of Contracts |                                                              | 2      |
| Section 2.1.  |                      | Contribution of Contracts                                         |   | 2 |
| Section 2.2.  |                      | Representations and Warranties of the Seller as to the Contracts. |   | 5 |
| Section 2.3.  |                      | Repurchase by the Seller upon Breach                              |   | 9 |
| Article III   | The Seller                |                                                              | 9      |
| Section 3.1.  |                      | Representations and Warranties of the Seller                      |   | 9 |
| Section 3.2.  |                      | Liability of the Seller; Indemnities                              |   | 11 |
| Section 3.3.  |                      | Limitation on Liability of the Seller and Others                  |   | 11 |
| Article IV    | Miscellaneous             |                                                              | 12     |
| Section 4.1.  |                      | Amendment                                                         |   | 12 |
| Section 4.2.  |                      | Protection of Title of Depositor                                  |   | 13 |
| Section 4.3.  |                      | Governing Law                                                     |   | 13 |
| Section 4.4.  |                      | Notices                                                           |   | 14 |
| Section 4.5.  |                      | Severability of Provisions                                        |   | 14 |
| Section 4.6.  |                      | Assignment                                                        |   | 14 |
| Section 4.7.  |                      | Further Assurances                                                |   | 14 |
| Section 4.8.  |                      | No Waiver; Cumulative Remedies                                    |   | 15 |
| Section 4.9.  |                      | Third-Party Beneficiaries                                         |   | 15 |
| Section 4.10. |                      | Actions by Noteholders                                            |   | 15 |
| Section 4.11. |                      | Counterparts                                                      |   | 15 |
| Section 4.12. |                      | [Reserved]                                                        |   | 15 |
| Section 4.13. |                      | No Bankruptcy                                                     |   | 16 |
| Section 4.14. |                      | Certain Rights of the Insurer                                     |   | 16 |
| Section 4.15. |                      | Non-Confidential                                                  |   | 16 |
|               |                           |                                                                   |        |  |  |

 

i

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Exhibits

 

Exhibit A                Formof Additional Contract Assignment

 

Schedules

 

Schedule 1             Scheduleof Initial Contracts

Schedule 2             PerfectionRepresentations, Warranties and Covenants

 

ii

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CONTRIBUTION AGREEMENT,dated as of January 26, 2006 (as amended, supplemented or otherwise modifiedand in effect from time to time, this “*Agreement*”),between FIRST INVESTORS FINANCIAL SERVICES, INC., a Texas corporation, asseller (the “*Seller*”) andFIRST INVESTORS AUTO FUNDING CORPORATION, a Delaware corporation, as depositor(the “*Depositor*”).

 

WHEREAS, in the regularcourse of its business, the Seller originates, refinances and purchases fromOriginators, certain motor vehicle installment sales contracts secured by newand used automobiles and light duty trucks; and

 

WHEREAS, the Seller and theDepositor wish to set forth the terms pursuant to which the Seller’s right,title and interest in and to the Contracts and related security is to beconveyed, transferred, contributed and assigned by Seller to the Depositor,which Contracts and related security will then be sold by the Depositor,pursuant to the Sale and Allocation Agreement, to the Trust, which Trust willissue the Notes.

 

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:

 

# **ArticleI**

# ** **

# **Definitions**

 

## **Section1.1.**               **Definitional Provisions**.

 

### (a)           Capitalizedterms used herein and not otherwise defined herein have the meanings assignedto them in the Sale and Allocation Agreement (the “*Sale and Allocation Agreement*”), datedas of the date hereof, among the Seller, the Depositor, First InvestorsServicing Corporation, as servicer (the “*Servicer*”),First Investors Auto Owner Trust 2006-A (the *“Trust*”)and Wells Fargo Bank, National Association, as Indenture Trustee (in suchcapacity, the “*Indenture Trustee*”)and Securities Intermediary (in such capacity, the “*Securities Intermediary*”).

 

### (b)           Allterms defined in this Agreement shall have the defined meanings when used inany certificate or other document made or delivered pursuant hereto unlessotherwise defined therein.

 

### (c)           Asused in this Agreement and in any certificate or other document made ordelivered pursuant hereto or thereto, accounting terms not defined in thisAgreement or in any such certificate or other document, and accounting termspartly defined in this Agreement or in any such certificate or other documentto the extent not defined, shall have the respective meanings assigned to themunder generally accepted accounting principles. To the extent that the definitions of accounting terms in this Agreementor in any such certificate or other document are inconsistent with the meaningsof such terms under generally accepted accounting 

 

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principles, the definitionscontained in this Agreement or in any such certificate or other document shallcontrol.

 

### (d)           Thewords “hereof,” “herein,” and “hereunder” and words of similar import when usedin this Agreement shall refer to this Agreement as a whole and not to anyparticular provision of this Agreement. Article, Section, Schedule and Exhibit references contained in thisAgreement are references to Articles, Sections, Schedules and Exhibits in or tothis Agreement unless otherwise specified. The term “including” shall mean “including without limitation.”

 

### (e)           Thedefinitions contained in this Agreement are applicable to the singular as wellas the plural forms of such terms and to the masculine as well as to thefeminine and neuter genders of such terms.

 

### (f)            Anyagreement, instrument or statute defined or referred to herein or in anyinstrument or certificate delivered in connection herewith means suchagreement, instrument or statute as from time to time amended, modified orsupplemented and includes (in the case of agreements or instruments) referencesto all attachments thereto and instruments incorporated therein.  References to a Person are also to itspermitted successors and assigns.

 

# **ArticleII**

# ** **

# **Contributionof Contracts**

 

## **Section2.1.**               **Contribution of Contracts**.

 

### (a)           Onthe Closing Date, the Seller hereby agrees to convey, transfer and absolutelycontribute, without recourse (except as specifically set forth herein), subjectto the obligations herein, to the Depositor, and the Depositor agrees to acceptfrom the Seller, all of the right, title and interest of the Seller, whethernow owned or hereafter acquired, in, to and under the following (collectively,the “*Initial Contributed Property*”):

 

#### (i)            the Initial Contracts;

 

#### (ii)           all amounts received on or in respectof the Contracts after the applicable Cutoff Date (except that interest accruedon the Contracts prior to the applicable Cutoff Date and received after suchCutoff Date will be remitted by the Depositor to the Seller);

 

#### (iii)          the security interests in the FinancedVehicles;

 

#### (iv)          any proceeds from claims on or refundsof premiums with respect to extended warranties or physical damage, theft,credit life and credit disability insurance policies relating to the FinancedVehicles or the related Obligors;

 

#### (v)           any Liquidation Proceeds;

 

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#### (vi)          the Contract Files; and

 

#### (vii)         all present and future claims, demands,causes of action and choses in action in respect of any or all of the foregoingand all payments on or under and all proceeds of every kind and naturewhatsoever in respect of any or all of the foregoing, including all proceeds ofthe conversion thereof, voluntary or involuntary, into cash or other liquidproperty, all cash proceeds, accounts, accounts receivable, notes, drafts,acceptances, chattel paper, checks, deposit accounts, insurance proceeds,condemnation awards, rights to payment of any and every kind and other forms ofobligations and receivables, instruments and other property which at any timeconstitute all or part of or are included in the proceeds of any of theforegoing.

 

### (b)           Oneach Additional Contract Purchase Date, subject to the terms and conditions ofthis Agreement, the Seller will convey, transfer and absolutely contribute,without recourse (except as specifically provided herein), to the Depositor,and  the Depositor agrees to accept fromthe Seller, such Additional Contracts and additional contributed property ofthe type described in clauses (ii) through (vii) of Section 2.1(a)herein (the “*Additional ContributedProperty*” and, together with the Initial Contributed Property,the “*Contributed Property*”)as the Seller may specify by written notice to the Indenture Trustee, the OwnerTrustee, the Trust and the Depositor.

 

### (c)           TheSeller and the Depositor intend that each transfer of Contributed Propertycontemplated by Section 2.1(a) and Section 2.1(b) constitutes acontribution of the Contributed Property, conveying good title to the relatedContributed Property, from the Seller to the Depositor.  Notwithstanding the foregoing, in the eventthat the Contracts are held to be property of the Seller, or if for any reasonthis Agreement is held or deemed to create indebtedness or a security interestin the Contracts and the other Contributed Property, then it is intended that:

 

#### (i)            This Agreement shall be deemed to bea security agreement within the meaning of Articles 8 and 9 of the RelevantUCC;

 

#### (ii)           The transfers provided for in this Section2.1 shall be deemed to be a grant by the Seller, and the Seller herebygrants to the Depositor, a security interest in all of its right (including thepower to convey title thereto), title and interest, whether now owned orhereafter acquired, in and to the Contracts and the other Contributed Property,to secure such indebtedness and the performance of the obligations of theSeller hereunder;

 

#### (iii)          The possession by the Seller of theContract Files and any other property as constitute instruments, money,negotiable documents or chattel paper shall be deemed to be “possession by thesecured party” or possession by the purchaser or a person designated by suchpurchaser, for purposes of perfecting the security interest pursuant to theRelevant UCC; and

 

#### (iv)          Notifications to persons holding suchproperty, and acknowledgments, receipts or confirmations from persons holdingsuch property, shall be deemed to be

 

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#### notifications to, or acknowledgments, receipts orconfirmations from, bailees or agents (as applicable) of, the Depositor for thepurpose of perfecting such security interest under the Relevant UCC.

 

### (d)           Theconveyance, transfer and absolute contribution of the Contributed Property madeunder and pursuant to this Section 2.1 shall not constitute and is notintended to result in an assumption by the Depositor of any obligation of theSeller to the Obligors or any other Person in connection with the Contracts andthe other Contributed Property or any agreement, document or instrument relatedthereto.

 

### (e)           Uponeach of the transfers of the Contributed Property pursuant to this Section2.1, the Seller shall clearly mark its files, documents, books and anyother records (including computer records) in the Seller’s control pertainingto the Contributed Property, in order to indicate that the Contributed Propertyhas been conveyed, transferred and absolutely contributed to the Depositor.

 

### (f)            TheDepositor’s obligation to accept as a contribution the Additional ContributedProperty pursuant to Section 2.1(b) is subject to satisfaction on orbefore the related Additional Contract Purchase Date of the followingconditions precedent:

 

#### (i)            each of the representations andwarranties of the Seller made pursuant to Section 2.2 with respect tothe Contributed Contracts shall be true and correct as of the AdditionalContract Purchase Date;

 

#### (ii)           the Seller shall have executed anddelivered to the Depositor written assignments in the form of Exhibit Ahereto conveying such Additional Contracts and Additional Contributed Propertyto the Depositor;

 

#### (iii)          release letters and related UCC-3termination statements and/or amendment statements (for each appropriatejurisdiction), to release all security interests or similar rights of anyPerson in the Additional Contributed Property, including the security interestsin the Financed Vehicles securing the Contracts and any proceeds of theforegoing;

 

#### (iv)          the Depositor shall have received theprior written consent of the Insurer; and

 

#### (v)           the Depositor and the Insurer shallhave received such other documents as the Depositor or the Insurer mayreasonably request.

 

### (g)           Itis explicitly agreed by the Seller and the Depositor that the Purchase Pricedelivered to the Seller by the Depositor pursuant to this Contribution Agreementshall (i) consist of the net proceeds from the sale of the Initial ContributedProperty and Additional Contributed Property by Depositor to the Trust and (ii)be deemed to constitute a return on capital, and that

 

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### theportion of the Purchase Price not conveyed by the Depositor to the Seller shallbe deemed to constitute a capital contribution by the Seller to the Depositor.

 

## **Section2.2.**               **Representations and Warranties of the Seller as to the Contracts**.

 

The Seller makes thefollowing representations and warranties as to the Contracts on which theDepositor shall be deemed to have relied in accepting the Contracts.  The representations and warranties speak asof the execution and delivery of this Agreement and, with respect to anyAdditional Contracts, as of the related Additional Contract Purchase Date,except to the extent otherwise provided, but shall survive the conveyance,transfer and absolute contribution of the Contracts to the Depositor pursuantto this Agreement,  the sale of theContracts by the Depositor to the Trust, and the pledge of the Contracts to theIndenture Trustee pursuant to the Indenture.

 

### (a)           Characteristicsof Contracts.  Each Contract (i) haseither (A) been purchased in a bona fide sale by the Seller from a dealer,bank, finance company or similar entity in the ordinary course of the Seller’sbusiness and was originated by such Person in connection with an advance madefor the sale or refinancing of a new or used automobile or light-duty truck andhas been fully and properly executed by the parties thereto or (B) has beenoriginated by the Seller through direct marketing to consumers who wish torefinance loans obtained by a different lender and, in the case of each of (A)and (B) above, is validly contributed by the Seller to the Depositor pursuantto, and in accordance with the terms of, this Agreement, (ii) has created avalid, binding and enforceable security interest in favor of the Seller in therelated Financed Vehicle, which security interest has been validly assigned bythe Seller to the Depositor, will be validly assigned by the Depositor to theTrust pursuant to the Sale and Allocation Agreement and will be validlyassigned by the Trust to the Indenture Trustee pursuant to the Indenture, (iii)contains customary and enforceable provisions such that the rights and remediesof the holder thereof are adequate for realization against the collateral ofthe benefits of the security, (iv) provides for level monthly payments thatfully amortize the Amount Financed by maturity (except that the period betweenthe date of such Contract and the date of the first Scheduled Payment may beless than or greater than one month and the amount of the first and lastScheduled Payments may be less than or greater than the level payments, but notby a material amount) and yield interest at the related APR, (v) provides for,in the event that such Contract is prepaid, a prepayment that fully pays thePrincipal Balance of such Contract with interest at the related APR through thedate of payment, (vi) was selected by selection procedures believed by theSeller not to be adverse to the Depositor and with respect to which informationprovided to the Depositor and its assigns pursuant to the Transaction Documentsis true and correct in all material respects, (vii) is secured by a new or usedautomobile or light-duty truck, (viii) relates to an Obligor who has made adown payment under such Contract as of the applicable Cutoff Date, if required,(ix) satisfies in all material respects the requirements under the CreditPolicy, and (x) requires the Obligor thereunder to obtain and maintain physicaldamage insurance covering the related Financed Vehicle in accordance with theSeller’s normal requirements.

 

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### (b)           ContractSchedule.  The information set forthin the Contract Schedule set forth on Schedule 1 hereto was true and correct inall material respects as of the opening of business on the applicable CutoffDate, and no selection procedures believed to be adverse to the Trust or theNoteholders were utilized in selecting the Contracts from those retailinstallment sale contracts or security agreements and promissory notes whichmet the criteria contained herein.  Theinformation set forth in the compact disk or other listing regarding theContracts made available to the Trust and its assigns (which compact disk orother listing is required to be delivered as specified herein) is true andcorrect in all material respects.

 

### (c)           Compliancewith Law.  Each Contract and the saleof the related Financed Vehicle complied, at the time such Contract wasoriginated and complies, as of the related Purchase Date, in all materialrespects with all requirements of applicable federal, state and local laws, andregulations thereunder, including, without limitation, usury laws, theTruth-in-Lending Act, the Equal Credit Opportunity Act, the Fair CreditReporting Act, the Fair Credit Billing Act, the Fair Debt Collection PracticesAct, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, theFederal Reserve Board’s Regulations B and Z, the Servicemembers Civil ReliefAct and state adoptions of the National Consumer Act and the Uniform ConsumerCredit Code.

 

### (d)           BindingObligation.  Each Contract representsthe genuine, legal, valid and binding payment obligation in writing of therelated Obligor, enforceable by the holder thereof in accordance with itsterms, except as enforceability may be limited by bankruptcy, insolvency,reorganization or other similar laws affecting the enforcement of creditors’rights generally and by general principles of equity.

 

### (e)           NoGovernment or Incorporated Obligor. No Contract is due from the United States of America or any state thereofor from any agency, department or instrumentality of the United States ofAmerica or any state thereof or from any incorporated entity.

 

### (f)            SecurityInterest in Financed Vehicles. Immediately prior to the conveyance, transfer and absolute contributionof the Contracts by the Seller to the Depositor, each Contract was secured by avalid, binding and enforceable first priority perfected security interest infavor of the Seller in the related Financed Vehicle and, at such time asenforcement of such security interest is sought, there shall exist a valid,binding and enforceable first priority perfected security interest in suchFinanced Vehicle for the benefit of the Seller which is subject to regulatoryregistration with a clear legal right of repossession in favor of the Seller.

 

### (g)           Contractsin Force.  No Contract has beensatisfied, subordinated or rescinded, nor has any Financed Vehicle beenreleased in whole or in part from the Lien granted by the related Contract.

 

### (h)           NoWaiver.  No provision of a Contracthas been waived in such a manner that such Contract fails to meet all of therepresentations and warranties made by the Seller in this Section 2.2with respect thereto and no provision of any Contract has been waived except asnoted in the Contract Files.

 

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### (i)            NoDefenses.  No Contract is subject toany right of rescission, setoff, counterclaim or defense, including the defenseof usury, and the operation of any of the terms of any Contract, or theexercise of any right thereunder, will not render such Contract unenforceablein whole or in part or subject to any right of rescission, setoff, counterclaimor defense, including the defense of usury, and the Seller has not receivedwritten notice of the assertion of any such right of rescission, setoff,counterclaim or defense asserted with respect thereto.

 

### (j)            NoLiens.  No liens or claims exist orhave been filed for work, labor or materials or unpaid state or federal taxesrelating to any Financed Vehicle that are prior to, or equal or coordinatewith, the security interest in such Financed Vehicle created by the relatedContract.

 

### (k)           NoDefault; Repossession.  No default,breach, violation or event permitting acceleration under the terms of any Contracthas occurred (other than payments that are not more than 30 days past due), nocontinuing condition that with notice or the lapse of time or both wouldconstitute a default, breach, violation or event permitting acceleration underthe terms of any Contract has arisen and no Financed Vehicle has beenrepossessed as of the applicable Cutoff Date.

 

### (l)            Contribution.        The Seller intends that the conveyance,transfer and absolute contribution of the Contracts contemplated by Section2.1 constitute an absolute contribution of the Contracts from the Seller tothe Depositor and that the beneficial interest in, and title to, the Contractsnot be part of the Seller’s estate in the event of the filing of a bankruptcypetition by or against the Seller under any bankruptcy law.  The Seller has not sold, transferred,assigned or pledged any Contract to any Person other than the Depositor andsuch Contract has not been released.

 

### (m)          ValidAssignment.  No Contract has beenoriginated in, or is subject to the laws of, any jurisdiction under which thecontribution sale, transfer, assignment and conveyance of such Contract underthis Agreement or the sale under the Sale and Allocation Agreement or thepledge of such Contract under the Indenture is unlawful, void or voidable.  No Contract is subject to any agreement withany account debtor that prohibits, restricts or conditions the assignment ofthe Contracts.

 

### (n)           [Reserved]

 

### (o)           [Reserved]

 

### (p)           OneOriginal.  There is only one originalexecuted copy of each Contract.

 

### (q)           PrincipalBalance.  Each Contract acquired bythe Trust on the Closing Date had a Principal Balance as of the Initial CutoffDate of not more than $50,000 and each Contract acquired by the Trust duringthe Prefunding Period had a Principal Balance as of the applicable Cutoff Dateof not more than $50,000.

 

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### (r)            NoBankrupt Obligors.  As of theapplicable Cutoff Date, no Contract was due from an Obligor that was thesubject of a proceeding under the Bankruptcy Code of the United States or wasbankrupt.

 

### (s)           Termto Maturity.  Each Contract had anoriginal term to maturity of not more than 72 payments; provided, however,that as of the Prefunding Account Ending Date the weighted average remainingterm of all contracts shall not exceed 65 payments.

 

### (t)            AnnualPercentage Rate.  Each Contract hasan APR of at least 5.0%; provided, however, that as of thePrefunding Account Ending Date, the weighted average APR of all Contracts shallnot be less than 13.60%.

 

### (u)           Locationof Contract Files.  The ContractFiles have been delivered to the Depositor prior to the applicable PurchaseDate; provided, however, that the Seller shall have 180 daysafter the date that the applicable Contract is transferred to the Trust to deliverto the Depositor any certificate of title or other evidence in lieu of acertificate of title contained in such Contract File.

 

### (v)           NoDelinquent Contracts or Defaulted Contracts.  As of the applicable Cutoff Date, no Contractwas a Delinquent Contract or a Defaulted Contract.

 

### (w)          OfferingMemorandum Data.  The tabular andnumerical data contained in the Offering Memorandum relating to thecharacteristics of the Contracts is true and correct in all material respectsas of the Initial Cutoff Date.

 

### (x)            NoDefaults.  No Contract is due from anObligor that has previously defaulted on a retail installment sales contract orpromissory note and security agreement purchased by the Seller.

 

### (y)           FinalScheduled Payment Date.  As of theapplicable Cutoff Date, each Contract had a final scheduled payment on orbefore March 31, 2012.

 

### (z)            OriginatorAgreement.  Each Contract is subjectto an Originator Agreement with the Seller and which if acquired by the Sellerpursuant to a “bulk purchase” from another Originator has been approved by theInsurer.

 

### (aa)         Lockbox.  The Obligor with respect to each contract hasbeen instructed to make payments under the Contract to a Lockbox which is underthe control of the Servicer.

 

### (bb)         UnitedStates Obligor.  Each Contract is duefrom an Obligor which has provided as its most recent billing address anaddress located in the United States of America.

 

### (cc)         U.S.Dollars.  Each Contract is payable inthe lawful money of the United States of America.

 

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### (dd)         NoWaiver or Modification.  No Contracthas been waived or modified as of the applicable Cutoff Date except aspermitted by the Servicing Agreement.

 

### (ee)         PerfectionRepresentations.  The perfectionrepresentations, warranties and covenants made by the Depositor and set forthon Schedule 2 hereto shall be a part of this Agreement for all purposes.

 

### (ff)           DirectProgram Origination.  Not less than65.0% of the total portfolio of Contracts, after giving effect to thePrefunding Period, shall have been originated through the Seller’s directorigination program.

 

## **Section2.3.**               **Repurchase by the Seller upon Breach**.

 

The Depositor shall informthe Seller promptly, in writing, upon the discovery of any breach or failure tobe true of the representations and warranties made by the Seller pursuant to Section2.2 hereof.  If such breach orfailure shall not have been cured by the close of business on the last day ofthe Collection Period which includes the thirtieth (30th) day after the date onwhich the Seller becomes aware of, or receives written notice of such breach orfailure, and such breach or failure materially and adversely affects theinterest of the Trust in a Contract, the Seller shall purchase such Contractfrom the Depositor for such contract’s Purchase Price on the Business Daypreceding the Payment Date immediately following such Collection Period.  The sole remedy of the Depositor with respectto a breach or failure to be true of the representations and warranties made bythe Seller pursuant to Section 2.2 shall be to require the Seller torepurchase Contracts pursuant to this Section 2.3.

 

# **ArticleIII**

# ** **

# **TheSeller**

 

## **Section3.1.**               **Representations and Warranties of the Seller**.

 

The Seller makes thefollowing representations and warranties on which the Depositor shall be deemedto have relied in accepting the Contributed Property.  The representations and warranties speak asof the execution and delivery of this Agreement and as of each AdditionalContract Purchase Date and shall survive the conveyance, transfer and absolutecontribution of the Contributed Property to the Depositor pursuant to thisAgreement, the sale of the Trust Property pursuant to the Sale and AllocationAgreement and the pledge of the Trust Property to the Indenture Trusteepursuant to the Indenture:

 

### (a)           Organizationand Good Standing.  The Seller hasbeen duly organized and is validly existing as a corporation in good standingunder the laws of the State of Texas, has the power, authority and legal rightto own its properties and to conduct its business as such properties arecurrently owned and such business is currently conducted, and has the power,authority and legal right to acquire, own and sell the Contracts.

 

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### (b)           DueQualification.  The Seller is dulyqualified to do business as a foreign corporation in good standing and hasobtained all necessary licenses and approvals in each jurisdiction in which thefailure to so qualify or to obtain such licenses and approvals would, in thereasonable judgment of the Seller, materially and adversely affect theperformance by the Seller of its obligations under, or the validity orenforceability of, this Agreement, any of the other Transaction Documents, theContracts or the Notes.

 

### (c)           Powerand Authority.  The Seller has thepower and authority to execute, deliver and perform its obligations under thisAgreement and the other Transaction Documents to which it is a party.  The Seller has the power and authority tosell, assign, transfer and convey the property to be contributed to anddeposited with the Depositor and has duly authorized such transfer and depositby all necessary corporate action, and the execution, delivery and performanceof this Agreement and the other Transaction Documents to which the Seller is aparty have been duly authorized by the Seller by all necessary corporateaction.

 

### (d)           ValidTransfer; Binding Obligation.  ThisAgreement effects a valid conveyance, transfer and absolute contribution to theDepositor of the Contracts and the other Contributed Property enforceableagainst creditors of and purchasers from the Seller.  This Agreement and the other TransactionDocuments to which the Seller is a party constitute legal, valid and bindingobligations of the Seller, enforceable against the Seller in accordance withtheir terms, subject, as to enforceability, to applicable bankruptcy,insolvency, reorganization, conservatorship, receivership, liquidation andother similar laws and to general equitable principles.

 

### (e)           NoViolation.  The execution, deliveryand performance by the Seller of this Agreement and the other TransactionDocuments to which the Seller is a party, the consummation of the transactionscontemplated hereby and thereby and the fulfillment of the terms hereof andthereof will not conflict with, result in a breach of any of the terms andprovisions of, or constitute (with or without notice or lapse of time or both)a default under the certificate of incorporation or by-laws of the Seller orany material indenture, agreement, mortgage, deed of trust or other instrumentto which the Seller is a party or by which the Seller is bound or to which anyof its properties are subject, or result in the creation or imposition of anylien upon any of its properties pursuant to the terms of any such indenture,agreement, mortgage, deed of trust or other instrument (other than pursuant tothis Agreement), or violate any law, order, rule or regulation applicable tothe Seller or its properties of any federal or state regulatory body, court,administrative agency or other governmental instrumentality having jurisdictionover the Seller or any of its properties.

 

### (f)            NoProceedings.  There are noproceedings or investigations pending, or, to the knowledge of the Seller,threatened against the Seller before any court, regulatory body, administrativeagency or other tribunal or governmental instrumentality having jurisdictionover the Seller or its properties (i) asserting the invalidity of thisAgreement or any of the other Transaction Documents to which the Seller is aparty (ii) seeking to prevent the consummation of any of the transactionscontemplated by this Agreement or any of the other Transaction Documents towhich the Seller is a party, (iii) seeking any determination or ruling that, inthe

 

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reasonable judgment of theSeller, would materially and adversely affect the performance by the Seller ofits obligations under, or the validity or enforceability of, this Agreement,any of the other Transaction Documents to which the Seller is a party, or (iv)that, in the reasonable judgment of the Seller, would adversely affect thefederal or Applicable Tax State income, excise, franchise or similar taxattributes of the Notes or the Trust.

 

## **Section3.2.**               **Liability of the Seller; Indemnities**.

 

### (a)           TheSeller shall be liable in accordance herewith only to the extent of theobligations specifically undertaken by the Seller under this Agreement.

 

### (b)           Notwithstandingany other provision in any Transaction Document, the Seller shall indemnify,defend and hold harmless the Depositor from and against any taxes that may atany time be asserted against any such Person with respect to, and as of thedate of, the transfer of the Contracts and Additional Contracts to theDepositor or the issuance and original sale of the Notes, including any sales,gross receipts, general corporation, tangible personal property, privilege orlicense taxes (but, in the case of the Depositor, not including any taxesasserted with respect to ownership of the Contracts and Additional Contracts orfederal or other Applicable Tax State income taxes arising out of thetransactions contemplated by this Agreement and the other TransactionDocuments), and all costs and expenses in defending against such taxes.

 

### (c)           TheSeller shall pay any and all taxes levied or assessed upon all or any part ofthe Depositor.

 

Indemnification under this Section3.2 shall survive the termination of this Agreement and shall includereasonable fees and expenses of counsel and expenses of litigation.  If the Seller shall have made any indemnitypayments pursuant to this Section 3.2 and the Person to or on behalf ofwhom such payments are made thereafter shall collect any of such amounts fromothers, such Person shall promptly repay such amounts to the Seller, withoutinterest.

 

## **Section3.3.**               **Limitation on Liability of the Seller and Others**.

 

### (a)           Neitherthe Seller nor any of the directors, officers, employees or agents of the Sellershall be under any liability to the Depositor or any other Person for anyaction taken or for refraining from the taking of any action pursuant to thisAgreement or for errors in judgment; provided, however, that thisprovision shall not protect the Seller or any such Person against any liabilitythat would otherwise be imposed by reason of willful misfeasance or bad faithin the performance of duties or by reason of reckless disregard of obligationsand duties under this Agreement, or by reason of negligence in the performanceof duties under this Agreement (except for errors in judgment).  The Seller, and its directors, officers,employees and agents, may rely in good faith on the advice of counsel or on anydocument of any kind primafacie properly executed and submittedby any Person in respect of any matters arising under this Agreement.

 

11

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### (b)           TheSeller shall not be under any obligation to appear in, prosecute or defend anylegal action that shall not be incidental to its obligations under thisAgreement and that in its opinion may involve it in any expense or liability.

 

# **ArticleIV**

# ** **

# **Miscellaneous**

 

## **Section4.1.**               **Amendment**.

 

### (a)           ThisAgreement may be amended from time to time by the Seller and the Depositor,with the consent of the Insurer (provided that no Insurer Default shall haveoccurred and be continuing), but without the consent of any of the Noteholders;provided, however, that any such amendment that materiallyadversely affects the rights of the Noteholders, as evidenced by an Opinion ofCounsel delivered to the Depositor, the Owner Trustee, the Indenture Trusteeand the Insurer, must be consented to by Noteholders evidencing not less than51% of the Class A Note Balance.  Anysuch amendment shall be deemed not to materially and adversely affect theinterests of any Noteholder if the Rating Agency Condition is satisfied or thePerson requesting the amendment obtains an Opinion of Counsel satisfactory tothe Depositor, the Owner Trustee, the Indenture Trustee and the Insurer to thateffect.

 

### (b)           [Reserved]

 

### (c)           Priorto the execution of any amendment or consent pursuant to Section 4.1(a),the Seller and the Depositor shall provide, or shall cause to be provided,written notification of the substance of such amendment or consent to eachRating Agency and the Insurer.

 

### (d)           Promptlyafter the execution of any amendment or consent pursuant to Section 4.1(a),the Depositor shall furnish written notification of the substance of suchamendment or consent to the Indenture Trustee and each of the RatingAgencies.  It shall not be necessary forthe consent of the Noteholders pursuant to Section 4.1(a) to approve theparticular form of any proposed amendment or consent, but it shall besufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents (andany other consents of the Noteholders provided for in this Agreement) and ofevidencing the authorization of the execution thereof by the Noteholders shallbe subject to such reasonable requirements as the Owner Trustee and theIndenture Trustee may prescribe.

 

### (e)           Priorto the execution of any amendment pursuant to this Section 4.1, theOwner Trustee and the Indenture Trustee shall be entitled to receive and relyupon (i) an Opinion of Counsel stating that the execution of such amendment (A)is authorized or permitted by this Agreement, (B) will not materially adverselyaffect the federal or any Applicable Tax State income or franchise taxation ofany Outstanding Note or any Holder thereof and (C) will not cause the Trust tobe taxable as a corporation for federal or any Applicable Tax State income orfranchise tax purposes and (ii) an Officer’s Certificate of the Seller that allconditions precedent provided for in this Agreement to the execution of suchamendment have been complied with.

 

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The Owner Trustee or theIndenture Trustee may, but shall not be obligated to, enter into any suchamendment which affects such Owner Trustee’s or Indenture Trustee’s own rights,duties or immunities under this Agreement or otherwise.

 

## **Section4.2.**               **Protection of Title of Depositor**.

 

### (a)           TheSeller shall authorize and file, or shall cause to be authorized and filed,such financing statements and shall authorize and file, or shall cause to beauthorized and filed, such continuation statements, all in such manner and insuch places as may be required by law fully to preserve, maintain and protectthe interest of the Depositor in the Contracts and the proceeds thereof.  The Seller shall deliver, or shall cause tobe delivered, to the Depositor, the Owner Trustee, the Insurer and theIndenture Trustee file-stamped copies of, or filing receipts for, any documentfiled as provided above as soon as available following such filing.

 

### (b)           TheSeller shall not change (i) its name, identity or corporate structure in anymanner that would make any financing statement or continuation statement filedby the Seller in accordance with Section 4.2(a) seriously misleadingwithin the meaning of Section 9-507 of the Relevant UCC or (ii) itsjurisdiction of organization, unless, in each case it shall have given theOwner Trustee, the Insurer and the Indenture Trustee at least sixty (60) days’prior written notice thereof and shall have promptly filed such amendments topreviously filed financing statements or continuation statements or such newfinancing statements as may be necessary to continue the perfection of theinterest of the Depositor in the Contracts and the proceeds thereof.

 

### (c)           TheSeller shall give the Depositor, Owner Trustee, the Insurer and the IndentureTrustee at least sixty (60) days’ prior written notice of any relocation of itsprincipal executive office or change of its jurisdiction of formation and shallpromptly file any such amendment, continuation statement or any new financingstatement.

 

### (d)           Ifat any time the Seller shall propose to sell, grant a security interest in, orotherwise transfer any interest in any motor vehicle retail installment salecontract or security interest and promissory note to any prospective purchaser,lender or other transferee, the Seller shall give (or shall cause to be given)to such prospective purchaser, lender or other transferee computer tapes,compact disks, records or print-outs (including any restored from back-uparchives) that, if they shall refer in any manner whatsoever to any Contract,shall indicate clearly that such Contract has been Transferred to theDepositor.

 

## **Section4.3.**               **Governing Law**.

 

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.

 

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## **Section4.4.**               **Notices**.

 

All demands, notices andother communications under this Agreement shall be in writing, personallydelivered, sent by telecopier, overnight courier or mailed by certified mail, returnreceipt requested, and shall be deemed to have been duly given upon receipt (a)in the case of the Seller, at the following address: 675 Bering Drive, Suite710, Houston, Texas 77057 Attention: Bennie Duck, (b) in the case of theDepositor, at the following address: 675 Bering Drive, Suite 710, Houston,Texas 77057 Attention: Bennie Duck, (c) in the case of the Owner Trustee, atthe related Corporate Trust Office, with a copy to Wells Fargo Delaware TrustCompany, 919 North Market Street, Suite 700, Wilmington, DE 19801Attention:  Corporate TrustAdministration, (d) in the case of the Indenture Trustee, at the relatedCorporate Trust Office, (e) in the case of Moody’s, at the following address:Moody’s Investors Service, Inc., 99 Church Street, 4th Floor, New York, NewYork 10007, ServicerReports@moodys.com, Attn: Yan Yan, with an additional copyto Moody’s Investors Service, Inc., 99 Church Street, 4th Floor, New York, NewYork 10007, Attn: ABS Monitoring Department, (f) in the case of S&P, if availableelectronically, at Servicer_reports@sandp.com, and if not availableelectronically, at the following address: Standard & Poor’s RatingsServices, a division of The McGraw-Hill Companies, Inc., 55 Water Street, 43rdFloor, New York, New York 10041, Attention: ABS Surveillance Group, and (g) inthe case of the Insurer, at the following address:  MBIA Insurance Corporation, 113 King Street,Armonk, New York 10504, Attention: Insured Portfolio Management, Structured Finance.

 

## **Section4.5.**               **Severability of Provisions**.

 

If any one or more of thecovenants, agreements, provisions or terms of this Agreement shall be for anyreason whatsoever held invalid, then such covenants, agreements, provisions orterms shall be deemed severable from the remaining covenants, agreements,provisions or terms of this Agreement and shall in no way affect the validityor enforceability of the other provisions of this Agreement.

 

## **Section4.6.**               **Assignment**.

 

Notwithstanding anything tothe contrary contained herein to the contrary, this Agreement may not beassigned by the Seller without the prior written consent of the Depositor.

 

## **Section4.7.**               **Further Assurances**.

 

The Seller agrees to do andperform, from time to time, any and all acts and to execute any and all furtherinstruments required or reasonably requested by the Depositor to effect morefully the purposes of this Agreement, including, without limitation, theexecution of any financing statements or continuation statements relating tothe Contracts for filing under the provisions of the Relevant UCC of anyapplicable jurisdiction.

 

14

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## **Section4.8.**               **No Waiver; Cumulative Remedies**.

 

No failure to exercise andno delay in exercising, on the part of any Person, of any right, remedy, poweror privilege hereunder, shall operate as a waiver thereof, nor shall any singleor partial exercise of any right, remedy, power or privilege hereunder precludeany other or further exercise thereof or the exercise of any other right,remedy, power or privilege.  The rights,remedies, powers and privileges provided in this Agreement are cumulative andnot exhaustive of any rights, remedies, powers and privileges provided by law.

 

## **Section4.9.**               **Third-Party Beneficiaries**.

 

This Agreement shall inureto the benefit of and be binding upon the parties hereto, the Noteholders, theOwner Trustee, the Indenture Trustee and their respective successors andpermitted assigns.  Except as otherwiseprovided in Section 3.2 and this Article IV, no other Personshall have any right or obligation hereunder. The parties hereto hereby acknowledge and consent to the pledge of thisAgreement by the Trust to the Indenture Trustee for the benefit of theNoteholders and the Insurer pursuant to the Indenture.  The Insurer is an express third partybeneficiary of this Agreement and is entitled to enforce the provisions hereofas if a party hereto.

 

## **Section4.10.**            **Actionsby Noteholders**.

 

### (a)           Whereverin this Agreement a provision is made that an action may be taken or a notice,demand or instruction given by the Noteholders, such action, notice orinstruction may be taken or given by any Noteholder, as applicable, unless suchprovision requires a specific percentage of the Noteholders.

 

### (b)           Anyrequest, demand, authorization, direction, notice, consent, waiver or other actby a Noteholder shall bind such Noteholder and every subsequent Holder of suchNote issued upon the registration of transfer thereof or in exchange thereforor in lieu thereof in respect of anything done or omitted to be done by theDepositor, Owner Trustee, the Indenture Trustee or the Servicer in reliancethereon, whether or not notation of such action is made upon such Note.

 

## **Section4.11.**            **Counterparts**.

 

For the purpose offacilitating the execution of this Agreement and for other purposes, thisAgreement may be executed simultaneously in any number of counterparts, each ofwhich counterparts shall be deemed to be an original, and all of whichcounterparts shall constitute but one and the same instrument.

 

## **Section4.12.**            **[Reserved]**.

 

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## **Section4.13.**            **NoBankruptcy**.

 

The Trust and the Depositoreach covenants and agrees that, prior to the date which is one year and one dayafter the payment in full of all securities issued by the Trust, whichsecurities were rated by any nationally recognized statistical ratingorganization, it will not institute against, or join any other Person ininstituting against, or knowingly or intentionally cooperate or encourage anyother Person in instituting against, the Trust or the Depositor any bankruptcy,reorganization, arrangement, insolvency or liquidation proceedings or otherproceedings under any federal or state bankruptcy or similar law.  This Section 4.13 shall survive theresignation or removal of the Owner Trustee under the Trust Agreement and theIndenture Trustee under the Indenture and shall survive the termination of theTrust Agreement and the Indenture.

 

## **Section4.14.**            **CertainRights of the Insurer**.

 

So long as no Insurer Defaultshall have occurred and be continuing, the Insurer shall have the right toexercise all rights, including voting rights, which the Class A Noteholders areentitled to exercise pursuant to this Contribution Agreement, without anyconsent of such Class A Noteholders; provided, however, that theforegoing shall not apply to the rights of the Class A Noteholders set forth inthe proviso to paragraph (a) of Section 4.1 of this Agreement.

 

## **Section4.15.**            **Non-Confidential**.

 

Notwithstanding anythingherein or in any express or implied agreement or understanding to the contrary,any party to this Agreement (and any employee, representative or other agent ofany party to this Agreement) may disclose to any and all persons, withoutlimitation of any kind, the tax treatment and tax structure of the transactionscontemplated by this Agreement and all materials of any kind (includingopinions or other tax analyses) that are provided to it relating to such taxtreatment and tax structure; provided, however, that such disclosuremay not be made to the extent required to be kept confidential to comply withany applicable federal or state securities laws; and providedfurtherthat (to the extent not inconsistent with the foregoing) such disclosure shallbe made without disclosing the names or other identifying information of anyparty.

 

[REMAINDEROF PAGE INTENTIONALLY LEFT BLANK]

 

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

 

 
|   | FIRST INVESTORS FINANCIAL  SERVICES,  INC., as Seller    |
|--------|----------------------------------------------------------|
|   |                                                     |
|   |                                                     |
|   | By:                                                      |   |
|   | Name:                                                    |   |
|   | Title:                                                   |   |
|   |                                                     |
|   |                                                     |
|   | FIRST INVESTORS AUTO  FUNDING  CORPORATION, as Depositor |
|   |                                                     |
|   |                                                     |
|   | By:                                                      |   |
|   | Name:                                                    |   |
|   | Title:                                                   |   |

 

17

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**Schedule 1**

 

**Contract Schedule**

 

Schedule1

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**Schedule 2**

 

**Perfection Representations, Warranties and Covenants**

 

In addition to therepresentations, warranties and covenants contained in this Agreement, theSeller hereby represents, warrants, and covenants to the Depositor as followson the Closing Date and on each Additional Contract Purchase Date on which theDepositor purchases Contracts, in each case only with respect to theContributed Property conveyed, transferred and absolutely contributed to theDepositor on the Closing Date or the relevant Additional Contract PurchaseDate:

 

**General**

 

1.             TheAgreement creates a valid and continuing security interest (as defined in theRelevant UCC Section 9-102) in the Contributed Property in favor of theDepositor, which security interest is prior to all other Liens, except as setforth below and is enforceable as such against creditors of and purchasers fromand assignees of the Depositor.

 

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

 

3.             TheSeller has taken or will take all steps necessary actions with respect to theContracts to perfect the security interest of the Depositor in the Contracts .

 

**Creation**

 

1.             TheSeller owns and has good and marketable title to the Contributed Property, freeand clear of any Lien, claim or encumbrance of any Person, excepting only taxliens, some mechanics’ liens and other liens that arise by the operation oflaw, in each case on any of the Financed Vehicles and arising solely as aresult of an action or omission of the related Obligor.

 

**Perfection**

 

1.             TheSeller has caused the filing of all appropriate financing statements in theproper filing office in the appropriate jurisdictions under applicable law inorder to perfect the security interest in the Contributed Property absolutelycontributed to the Depositor under this Agreement.

 

2.             Withrespect to Contributed Property that constitutes tangible chattel paper, suchtangible chattel paper is in the possession of the Depositor (it beingunderstood that the Depositor will deliver such tangible chattel paper to theCustodian and that the Depositor will receive a written acknowledgment from theCustodian that it is holding such tangible chattel paper solely on its behalfand for the benefit of the Depositor). All financing statements filed or to be filed against the Seller infavor of the Depositor in connection with this Agreement describing theContributed Property contain a statement to the following effect: “A purchaseof or security interest in any collateral described in this financing statementwill violate the rights of the Secured Party.”

 

Schedule 2-1

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**Priority**

 

1.             Otherthan the security interest granted to the Depositor pursuant to this Agreement,the Seller has not pledged, assigned, sold, granted a security interest in, orotherwise conveyed any of the Contributed Property.  The Seller has not authorized the filing of,or is not aware of any financing statements against the Seller that includes adescription of the Contributed Property and proceeds related thereto other thanany financing statement (i) relating to the transfer of the Contracts by theSeller to the Depositor under this Agreement; or (ii) that has been terminatedor amended to reflect a release of the Contributed Property.

 

2.             TheSeller is not aware of any judgment, ERISA or tax lien filings against theSeller.

 

3.             Noneof the tangible chattel paper that constitutes or evidences the Contracts hasany marks or notations indicating that it has been pledged, assigned orotherwise conveyed to any Person other than the Depositor.

 

**Survival of Perfection Representations**

 

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

 

**No Waiver**

 

1.             Theparties hereto: (i) shall not, without obtaining a confirmation of thethen-current ratings of each Class of the Class A Notes (without giving effectto the Policy), waive any of the Perfection Representations, Warranties orCovenants; (ii) shall provide the Rating Agencies with prompt written notice ofany breach of the Perfection Representations, Warranties or Covenants, andshall not, without obtaining a confirmation of the then-current ratings of eachClass of the Class A Notes (without giving effect to the Policy) (as determinedafter any adjustment or withdrawal of the ratings following notice of suchbreach) waive a breach of any of the Perfection Representations, Warranties orCovenants.

 

Schedule2-2

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ExhibitA

 

FormOf Subsequent Contribution Agreement

 

For value received, inaccordance with the Contribution Agreement (the “*Contribution Agreement*”), dated as of January 26, 2006,by and between First Investors Financial Services, Inc. and First InvestorsAuto Funding Corporation, the undersigned does hereby convey, transfer andabsolutely contribute unto the Depositor, without recourse (subject to theobligations in the Contribution Agreement) all right, title and interest of theSeller in and to (i) the Additional Contracts listed on Schedule 1hereto, (ii) all amounts received on or in respect of such Additional Contractsafter the Additional Cutoff Date related thereto; (iii) the security interestsin the Financed Vehicles related thereto; (iv) any proceeds from claims on orrefunds of premiums with respect to extended warranties or physical damage,theft, credit life and credit disability insurance policies relating to theFinanced Vehicles or the related Obligors with respect to such AdditionalContracts; (v) any Liquidation Proceeds with respect to such AdditionalContracts; (vi) the Contract Files with respect to such  Additional Contracts; and (vii) and allpresent and future claims, demands, causes of action and choses in action inrespect of any or all of the foregoing and all payments on or under and allproceeds of every kind and nature whatsoever in respect of any or all of theforegoing, including all proceeds of the conversion thereof, voluntary orinvoluntary, into cash or other liquid property, all cash proceeds, accounts,accounts receivable, notes, drafts, acceptances, chattel paper, checks, depositaccounts, insurance proceeds, condemnation awards, rights to payment of any andevery kind and other forms of obligations and receivables, instruments andother property which at any time constitute all or part of or are included inthe proceeds of any of the foregoing.

 

All provisions of theContribution Agreement are incorporated herein by reference.  All capitalized terms not defined hereinshall have the meanings set forth in the Contribution Agreement.

 

It is explicitly agreed bythe Seller and the Depositor that the Purchase Price delivered to the Seller bythe Depositor pursuant to this Subsequent Contribution Agreement shall consistof the proceeds from the sale of the Additional Conveyed Property by theDepositor to the Trust and that the remaining portion of the Purchase Priceshall be deemed to constitute a capital contribution by the Seller to the Depositor(it being understood that the Seller has a 100% ownership interest in theDepositor).

 

The Seller does hereby makeeach of the representations and warranties referred to in Section 2.2 ofthe Contribution Agreement with respect to this Subsequent ContributionAgreement with full force and effect as if fully set forth herein.  The Seller does hereby certify that each ofthe conditions precedent set forth in Section 2.1(f) of the ContributionAgreement has been satisfied.

 

Exhibit A-1

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This Subsequent ContributionAgreement shall be governed by, and construed in accordance with, the laws ofthe State of New York, without giving effect to the conflicts of lawsprinciples thereof.

 

IN WITNESS WHEREOF, the undersignedhas caused this Subsequent Contribution Agreement to be executed by its officerthereunto duly authorized, as of              ,200[    ].

 
|   | FIRST INVESTORS FINANCIAL  SERVICES, INC. |
|--------|-------------------------------------------|
|   |                                      |
|   | By:                                       |   |
|   | Name:                                     |   |
|   | Title:                                    |   |

 

Exhibit A-2

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Schedule1

to

AdditionalContract Assignment

Dated

        ,2006

 

Listof Additional Contracts

 

Schedule-1

----