**Exhibit 10.119**

 

**EXECUTION COPY**

 

 

 

 

FIRST INVESTORS AUTO OWNER TRUST 2005-A,as Issuer,

 

 

FIRST INVESTORS FINANCIAL SERVICES, INC.,as Administrator,

 

 

and

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,as Indenture Trustee

 

 

ADMINISTRATION AGREEMENTDated as of May 5, 2005

 

 

 

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TABLE OF CONTENTS

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

 

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ADMINISTRATION AGREEMENT, dated as of May 5, 2005 (asthe same may be amended, supplemented or otherwise modified and in effect fromtime to time, this “*Agreement*”),by and among FIRST INVESTORS AUTO OWNER TRUST 2005-A, a Delaware statutorytrust (the “*Issuer*” or the “*Trust*”), FIRST INVESTORS FINANCIALSERVICES, INC., a Texas corporation, as administrator (in such capacity, the “*Administrator*”), and WELLS FARGOBANK, NATIONAL ASSOCIATION, a national banking association, not in itsindividual capacity but solely as indenture trustee (in such capacity, the “*Indenture Trustee*”).

 

WHEREAS, the Issuer is issuing 3.57% Asset-BackedClass A-1 Notes (the “*Class A-1 Notes*”)and 4.23% Asset-Backed Class A-2 Notes (the “*Class A-2Notes*” and, together with the Class A-1 Notes, the “*Class A Notes**”***)and the Class B Notes (the “*Class B Notes*”,and together with the Class A Notes, the “*Notes*”)pursuant to the Indenture, dated as of May 5, 2005 (as amended, supplemented orotherwise modified and in effect from time to time, the “*Indenture*”),among the Issuer, the Indenture Trustee and Wells Fargo Bank, NationalAssociation, as custodian (in such capacity, the “*Custodian*”);

 

WHEREAS, the Issuer has entered into certainagreements in connection with the issuance of the Notes and the issuance ofcertain beneficial interests in the Issuer, including (i) a Sale and AllocationAgreement, dated as of May 5, 2005 (as amended, supplemented or otherwisemodified and in effect from time to time, the “*Sale andAllocation Agreement*”), among the Issuer, the Indenture Trustee,Wells Fargo Bank, National Association, as securities intermediary (in suchcapacity, the “*Securities Intermediary*”),First Investors Auto Funding Corporation, as depositor (the “*Depositor*”) and First InvestorsServicing Corporation, as servicer (in such capacity, the “*Servicer*”),(ii) a Letter of Representations, dated as of May 4, 2005 (as amended,supplemented or otherwise modified and in effect from time to time, the “*Note Depository Agreement*”), amongthe Issuer and The Depository Trust Company relating to the Class A Notes,(iii) the Purchase Agreement, dated April 27, 2005 (as amended,supplemented or otherwise modified and in effect from time to time, the “*Purchase Agreement*”) among theIssuer, First Investors Financial Services, Inc., as seller (in such capacity,the “*Seller*”) and Wachovia CapitalMarkets, LLC, (iv) the Insurance Agreement, dated as of May 5, 2005 (asamended, 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-upServicer*”), the Issuer, the Depositor, Wells Fargo DelawareTrust Company, as owner trustee (in such capacity, the “*OwnerTrustee*”), the Indenture Trustee and MBIA Insurance Corporation,as insurer (the “*Insurer*”),(v) the Servicing Agreement, dated as of May 5, 2005 (as amended, supplementedor otherwise modified and in effect from time to time, the “*Servicing Agreement*”), by and amongthe Issuer, the Indenture Trustee, the Back-up Servicer, the Custodian and theServicer, (vi) the Guaranty dated as of May 5, 2005 (as amended, supplementedor otherwise 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, theBack-up Servicer and the Indenture Trustee and (vii) the Indenture(collectively with the Sale and Allocation Agreement, the Trust Agreement, thePurchase Agreement, the Insurance Agreement, the Servicing Agreement, theGuaranty and the Note Depository Agreement, the “*RelatedAgreements*”);

 

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WHEREAS, pursuant to the Related Agreements, theIssuer, the Owner Trustee and the Indenture Trustee are required to performcertain duties in connection with (i) the Notes and the collateral pledged tosecure the Notes pursuant to the Indenture (the “*Collateral*”),(ii) the Related Agreements and (iii) the beneficial interests in the Issuer;

 

WHEREAS, the Issuer, the Owner Trustee and theIndenture Trustee desire to have the Administrator perform certain of theduties of the Issuer and the Indenture Trustee referred to in the precedingclause and to provide such additional services consistent with the terms ofthis Agreement and the Related Agreements as the Issuer, the Owner Trustee andthe Indenture Trustee may from time to time request; and

 

WHEREAS, the Administrator has the capacity to providethe services required hereby and is willing to perform such services for theIssuer and the Indenture Trustee on the terms set forth herein;

 

NOW, THEREFORE, in consideration of the mutualcovenants contained herein and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretoagree 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.

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# Section 2.                                            Dutiesof the Administrator.

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

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### (i)                                     TheAdministrator shall consult with the Owner Trustee regarding the duties of theIssuer or the Owner Trustee under the Related Agreements.  The Administrator shall monitor theperformance of the Issuer and shall advise the Owner Trustee when action isnecessary to comply with the Issuer’s or the Owner Trustee’s duties under theRelated Agreements.  The Administratorshall prepare for execution by the Issuer or the Owner Trustee, or shall causethe preparation by other appropriate persons of, all such documents, reports,filings, instruments, certificates and opinions that it shall be the duty ofthe Issuer or the Owner Trustee to prepare, file or deliver pursuant to theRelated Agreements.  In furtherance ofthe foregoing, the Administrator shall take all appropriate action that theIssuer, the Indenture Trustee or the Owner Trustee is obligated to takepursuant to the Indenture, including, without limitation, such of the foregoingas are required with respect to the following matters under the Indenture(references are to sections of the Indenture):

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### (ii)                                  theduty to cause the Note Register to be kept and to give the Indenture Trusteenotice of any appointment of a new Note Registrar and the location, or changein location, of the Note Register (Section 2.5);

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

 

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### (iv)                              thepreparation or obtaining of the documents and instruments required forauthentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2);

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### (v)                                 thepreparation, obtaining or filing of the instruments, opinions, certificates andother documents required for the release of collateral (Section 2.10);

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### (vi)                              themaintenance of an office or agency in Minneapolis, Minnesota where the Notesmay be surrendered for registration of transfer or exchange by the IndentureTrustee (Section 3.2) unless the Paying Agent is the Indenture Trustee;

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### (vii)                           theduty to cause newly appointed Paying Agents, if any, to deliver to theIndenture Trustee the instrument specified in the Indenture regarding fundsheld in trust (Section 3.3);

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### (viii)                        thedirection to the Paying Agent to deposit monies with the Indenture Trusteeunless the Paying Agent is the Indenture Trustee (Section 3.3);

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### (ix)                                theobtaining and preservation of the Issuer’s qualification to do business in eachjurisdiction in which such qualification is or shall be necessary to protectthe validity and enforceability of the Indenture, the Notes, the Collateral andeach other instrument or agreement included in the Trust Estate (Section 3.4);

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### (x)                                   thepreparation of all supplements and amendments to the Indenture and allfinancing statements, continuation statements, instruments of further assuranceand other instruments and the taking of such other action as is necessary oradvisable to protect the Trust Estate (Section 3.5);

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### (xi)                                thedelivery of the Opinion of Counsel on the Closing Date and the annual deliveryof Opinions of Counsel as to the Trust Estate, and the annual delivery of theOfficer’s Certificate and certain other statements as to compliance with theIndenture (Sections 3.6 and 3.9);

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### (xii)                             theidentification to the Indenture Trustee in an Officer’s Certificate of aPerson, if any, with whom the Issuer has contracted to perform its duties underthe Indenture (Section 3.7(b));

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### (xiii)                          thenotification of the Indenture Trustee and the Rating Agencies of an Event ofServicing Termination under the Servicing Agreement and, if such Event ofServicing Termination arises from the failure of the Servicer to perform any ofits duties or obligations under the Servicing Agreement with respect to theContracts, the taking of all reasonable steps available to remedy such failure(Section 3.7(d));

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### (xiv)                         the dutyto cause the Servicer to comply with the Sale and Allocation Agreement and theServicing Agreement (Section 3.13);

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### (xv)                            thepreparation and delivery of written notice to the Indenture Trustee, theInsurer and the Rating Agencies of each Event of Default under the Indentureand each

 

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### Event of Default by theServicer or the Seller under the Sale and Allocation Agreement (Section 3.17);

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### (xvi)                         themonitoring of the Issuer’s obligations as to the satisfaction and discharge ofthe Indenture and the preparation of an Officer’s Certificate and the obtainingof the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);

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### (xvii)                      thecompliance with any written directive of the Indenture Trustee with respect tothe sale of the Trust Estate at one or more public or private sales called andconducted in any manner permitted by law if an Event of Default shall haveoccurred and be continuing under the Indenture (Section 5.4);

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### (xviii)                   the preparationand delivery of written notice to the Noteholders of the removal of theIndenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);

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### (xix)                           thepreparation of any written instruments required to confirm more fully theauthority of any co-trustee or separate trustee and any written instrumentsnecessary in connection with the resignation or removal of any co-trustee orseparate trustee (Sections 6.8 and 6.10);

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### (xx)                              thefurnishing to the Indenture Trustee of the names and addresses of Noteholdersduring any period when the Indenture Trustee is not the Note Registrar (Section 7.1);

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### (xxi)                           theopening of one or more accounts in the Indenture Trustee’s name, thepreparation and delivery of Opinions of Counsel and all other actions necessarywith respect to the investment and reinvestment of funds in the Trust Accounts(Sections 8.2 and 8.3);

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### (xxii)                        thepreparation and delivery of an Issuer Request and Officer’s Certificate and theobtaining of an Opinion of Counsel for the release of the Trust Estate(Sections 8.4 and 8.5);

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### (xxiii)                     thepreparation and delivery of Issuer Orders and the obtaining of an Opinion ofCounsel with respect to the execution of supplemental indentures and themailing to the Noteholders of notices with respect to such supplementalindentures (Sections 9.1, 9.2 and 9.3);

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### (xxiv)                    the executionand delivery of new Notes conforming to any supplemental indenture (Section 9.5);

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### (xxv)                       the duty tonotify Noteholders of redemption of the Notes or to cause the Indenture Trusteeto provide such notification (Section 10.2);

 

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### (xxvi)                    thepreparation and delivery of Officer’s Certificates and the obtaining of anOpinion of Counsel and with respect to any requests by the Issuer to theIndenture Trustee to take any action under the Indenture (Section 11.1(a));

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### (xxvii)                 the preparationand delivery of Officer’s Certificates and the obtaining of Opinions of Counseland Independent Certificates for the release of property from the lien of theIndenture (Section 11.1(b) and Section 11.1(c));

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### (xxviii)              the preparation anddelivery of written notice to the Indenture Trustee, the Issuer, the Insurerand the Rating Agencies, upon the failure of the Indenture Trustee to give suchnotification, of the information required pursuant to the Related Agreements (Section 11.4);

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### (xxix)                      the preparationand delivery to the Noteholders and the Indenture Trustee of any agreementswith respect to alternate payment and notice provisions (Section 11.6);

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### (xxx)                         therecording of the Indenture, if applicable (Section 11.14);

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### (xxxi)                      thepreparation of Definitive Notes in accordance with the instructions of theClearing Agency (Section 2.13); and

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### (xxxii)                   the monitoringof the Issuer’s obligations to furnish Rule 144A information (Section 3.20).

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

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(i)                                     complywith its obligations pursuant to Section 6.7(a) of the Indenture andindemnify the Indenture Trustee, the Custodian and their respective agents for,and hold them harmless against, any loss, liability or expense incurred withoutnegligence or bad faith on their part arising out of or in connection with theacceptance or administration of the transactions contemplated by the Indenture,including the reasonable costs and expenses of defending themselves against anyclaim or liability in connection with the exercise or performance of any oftheir powers or duties under the Indenture; and

 

(ii)                                  tothe extent not promptly paid by the Issuer or the Depositor in accordance withthe Sale and Allocation Agreement or the Trust Agreement as the case may be(including, without limitation, any obligation of the Issuer or Depositor, inthe event either does not have funds sufficient to make payment on suchobligation), indemnify the Owner Trustee, in its individual capacity and eachof its agents for, and defend and hold them harmless against, any loss,liability or expense incurred without gross negligence or bad faith on theirpart arising out of or in connection with the acceptance or administration ofthe transactions contemplated by the Trust Agreement, including, withoutlimitation, the reasonable costs and expenses of defending themselves againstany claim or liability in connection with the exercise or performance of any oftheir powers or duties under the Trust Agreement (the duties of theAdministrator under this paragraph shall survive the resignation or removal ofthe Owner Trustee and the Administrator and the termination of this Agreementand the Trust Agreement).

 

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## (c)                                  AdditionalDuties.

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### (i)                                     Inaddition to the duties of the Administrator set forth above, the Administratorshall perform such calculations and shall prepare or shall cause thepreparation by other appropriate persons of, and shall execute on behalf of theIssuer or the Owner Trustee, all such documents, reports, filings, instruments,certificates and opinions that the Issuer or the Owner Trustee is obligated toprepare pursuant to the Related Agreements and at the request of the OwnerTrustee shall take all appropriate action that the Issuer or the Owner Trusteeis obligated to take pursuant to the Related Agreements.  In furtherance of the foregoing, the OwnerTrustee shall, on behalf of itself and the Issuer, execute and deliver to theAdministrator and to each successor Administrator appointed pursuant to theterms hereof, one or more powers of attorney substantially in the form of ExhibitA 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 to Section 6of this Agreement, and in accordance with the directions of the Owner Trustee,the Administrator shall administer, perform or supervise the performance ofsuch other activities in connection with the Collateral (including the RelatedAgreements) as are not covered by any of the foregoing provisions and as areexpressly requested by the Owner Trustee and are reasonably within thecapability of the Administrator.

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(ii)                                  Notwithstandinganything in this Agreement or the Related Agreements to the contrary, theAdministrator shall be responsible for promptly notifying the Owner Trustee, inwriting, in the event that any withholding tax is imposed on any payment (orallocation of income) by the Issuer to the Depositor as contemplated in Section 5.2(b)of the Trust Agreement, to the extent that the Administrator has actualknowledge thereof.  Any such notice shallspecify the amount of any withholding tax required to be withheld pursuant tosuch provision.

 

(iii)                               The Administrator shallperform the duties of the Administrator specified in Section 10.2 of theTrust Agreement required to be performed in connection with the resignation orremoval of the Owner Trustee, and any other duties expressly required to beperformed by the Administrator under the Trust Agreement or any other RelatedAgreement.

 

(iv)                              TheAdministrator shall perform the duties specified in Section 2.10 of theTrust Agreement required to be performed by the Administrator or the OwnerTrustee in connection with the characterization of the Trust for tax purposes.

 

(v)                                 Incarrying out the foregoing duties or any of its other obligations under thisAgreement, the Administrator may enter into transactions or otherwise deal withany of its affiliates; provided, however, that the terms of anysuch transactions or dealings shall be in accordance with any directionsreceived from the Issuer and shall be, in the Administrator’s opinion, no lessfavorable to the Issuer than would be available from unaffiliated parties.

 

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## (d)                                 Non-MinisterialMatters.

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(i)                                     TheAdministrator shall not take any action with respect to matters that, in thereasonable judgment of the Administrator, are non-ministerial unless the Insurershall have consented in writing thereto (unless an Insurer Default has thenoccurred and is continuing) and within a reasonable time before the taking ofsuch action the Administrator shall have notified the Owner Trustee of theproposed action and the Owner Trustee shall not have withheld consent, whichconsent shall not be unreasonably withheld or delayed, or provided analternative direction.  For the purposeof the preceding sentence, “non-ministerial” matters shall include, withoutlimitation:

 

##### (A)                              theamendment of or any supplement to the Indenture;

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##### (B)                                theinitiation of any claim or lawsuit by the Issuer or the compromise of anyaction, claim or lawsuit brought by or against the Issuer (other than inconnection with the collection of the Contracts or Eligible Investments);

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##### (C)                                theamendment, change or modification of the Related Agreements;

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##### (D)                               theappointment of successor Note Registrars, successor Paying Agents or successorIndenture Trustees pursuant to the Indenture, the appointment of successorAdministrators or Successor Servicers or the consent to the assignment by theNote Registrar, the Paying Agent or the Indenture Trustee of its obligationsunder the Indenture; and

#####  

##### (E)                                 theremoval 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 or (A) make anypayments to the Noteholders under the Related Agreements or the Notes; or (B)make any other payment required to be made by the Issuer under any RelatedAgreement or the Notes, or (ii) take any other action that the Issuer directsthe Administrator not to take on its behalf, or which would result in aviolation or breach of the Issuer’s covenants, agreements or obligations underany Related Agreement.

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# 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.

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# 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.

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# Section 6.                                            Independenceof the Administrator.  For allpurposes of this Agreement, the Administrator shall be an independentcontractor and shall not be subject to the supervision of the Issuer, IndentureTrustee or the Owner Trustee with respect to the manner in which itaccomplishes the performance of its obligations hereunder.  Unless expressly authorized by the Issuer,the Administrator shall have no authority to act for or represent the Issuer,the Indenture Trustee or the Owner Trustee in any way and shall not otherwisebe deemed an agent of the Issuer, the Indenture Trustee or the Owner Trustee.

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# Section 7.                                            No JointVenture.  Nothing contained in thisAgreement (a) shall constitute the Administrator and either the Issuer, OwnerTrustee or the Indenture Trustee as members of any partnership, joint venture,association, syndicate, unincorporated business or other separate entity, (b)shall be construed to impose any liability as such on any of them or (c) shallbe deemed to confer on any of them any express, implied or apparent authorityto incur any obligation or liability on behalf of the others.

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# 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.

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# Section 9.                                            Term ofAgreement; 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.

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## (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.

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## (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.

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## (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.

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## (e)                                  Subjectto Section 9(f), at the sole option of the Issuer, with prior writtenconsent of the Insurer, the Issuer may and shall at the direction of theInsurer, remove the Administrator immediately upon written notice oftermination from the Issuer to the Administrator if any of the following eventsshall occur and be continuing:

 

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### (i)                                     theAdministrator shall default in the performance of any of its duties under thisAgreement and, after notice of such default, shall not cure such default withinten (10) days (or, if such default cannot be cured in such time, shall not givewithin ten (10) days such assurance of cure as shall be reasonably satisfactoryto the Issuer and the Insurer);

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### (ii)                                  acourt having jurisdiction in the premises shall enter a decree or order forrelief, and such decree or order shall not have been vacated within sixty (60)days, in respect of the Administrator in any involuntary case under anyapplicable bankruptcy, insolvency or other similar law now or hereafter ineffect or appoint a receiver, liquidator, assignee, trustee, custodian,sequestrator or other similar official for the Administrator or any substantialpart of its property or order the winding-up or liquidation of its affairs; or

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### (iii)                               theAdministrator shall commence a voluntary case under any applicable bankruptcy,insolvency or other similar law now or hereafter in effect, shall consent tothe entry of an order for relief in an involuntary case under any such law,shall consent to the appointment of a receiver, liquidator, assignee, trustee,custodian, sequestrator or other similar official for the Administrator or anysubstantial part of its property, shall consent to the taking of possession byany such official of any substantial part of its property, shall make anygeneral assignment for the benefit of creditors or shall fail generally to payits debts as they become due.

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If any of the events specified in clauses (ii) or(iii) of this Section 9(e) shall occur, the Administrator shall givewritten notice thereof to the Issuer, the Insurer and the Indenture Trusteewithin 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 writingto be bound by the terms of this Agreement in the same manner as theAdministrator is bound hereunder.

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

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# Section 10.                                      Action uponTermination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuantto Section 9(a), the resignation of the Administrator pursuant to Section 9(c)or the removal of the Administrator pursuant to Section 9(d) or (e), theAdministrator shall be entitled to be paid from the Seller all fees andreimbursable expenses accruing to it to the date of such termination,resignation or removal pursuant to Section 4.  The Administrator shall forthwith upon suchtermination pursuant to Section 9(a) deliver to the Issuer all propertyand documents of or relating to the Collateral then in the custody of theAdministrator.  In the event of theresignation of the Administrator pursuant to Section 9(c) or the removalof the Administrator pursuant to Section 9(d) or (e), the Administratorshall cooperate with the Issuer and take all reasonable steps requested by theIssuer to assist the Issuer in making an orderly transfer of the duties of theAdministrator.

 

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# Section 11.                                      Notices.All demands, notices and other communications under this Agreement shall be inwriting, personally delivered, sent by telecopier, overnight courier or mailedby certified mail, return receipt requested, and shall be deemed to have beenduly given upon receipt (i) in the case of the Issuer, to the First InvestorsAuto Owner Trust 2005-A c/o the Owner Trustee at the following address:  Wells Fargo Delaware Trust Company, 919 NorthMarket Street, Suite 700, Wilmington, Delaware 19801, Attention: CorporateTrust Administration, (ii) in the case of the Administrator, at the followingaddress: 675 Bering Drive, Suite 710, Houston, Texas 77057 Attention: Bennie H.Duck, Treasury Department, (iii) in the case of the Indenture Trustee, at thefollowing address: Sixth Street and Marquette Avenue MAC N9311-161,Minneapolis, Minnesota 55479, Attention: Corporate Trust Services -Asset-Backed Administration, Corporate Trust and Agency Group - StructuredFinance, and (iv) in the case of the Insurer, at the following address: 113King Street, Armonk, New York 10504, Attention: Insured Portfolio Management,Structured Finance, or, in each case, to such other address as any party shallhave provided to the other parties in writing.

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# 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 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.

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# Section 13.                                      Successors andAssigns.  This Agreement may not beassigned by the Administrator unless such assignment is previously consented toin writing by the Issuer, the Owner Trustee, the Indenture Trustee and theInsurer (if an Insurer Default has not occurred and is continuing) and theRating Agency Condition has been satisfied with respect to suchassignment.  An assignment with suchconsent and satisfaction, if accepted by the assignee, shall bind the assigneehereunder in the 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 the Administrator is boundhereunder.  Subject to the foregoing,this Agreement shall bind any successors or assigns of the parties hereto.

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# Section 14.                                      GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITSCONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIESUNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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# 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.

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# 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.                                      Not Applicableto 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 ofLiability of Owner Trustee 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-party beneficiary ofthis Agreement and each is entitled to the rights and benefits hereunder andmay 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 theprovisions of such Section 5.02 with respect to the appointment of asuccessor Servicer.  Such successorServicer shall, upon compliance with Section 5.02 of the ServicingAgreement, become the

 

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# successor Administrator hereunder; provided, however,that if the Indenture Trustee shall become such successor Administrator, theIndenture Trustee shall not be required to perform any obligations or duties orconduct any activities as successor Administrator that would be prohibited bylaw and not within the banking 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.                                      NonpetitionCovenants.

 

## (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, theOwner Trustee and the Indenture Trustee shall not, acquiesce, petition orotherwise invoke knowingly or intentionally cause or encourage the Seller toinvoke the process of any court or government authority for the purpose ofcommencing or sustaining a case against the Seller under any federal or statebankruptcy, insolvency or similar law or appointing a receiver, liquidator,assignee, trustee, custodian, sequestrator or other similar official of theSeller or any substantial part of its property, or ordering the winding up orliquidation of the affairs of the Seller.

 

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IN WITNESS WHEREOF, the parties hereto have causedthis Administration Agreement to be duly executed by their respective officers,thereunto duly authorized, all as of the day and year first above written.

 

 
|   | FIRST INVESTORS  AUTO OWNER TRUST 2005-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:                                    |   |   |
|        |                                           |  |  |  |  |

 

 

Administration Agreement Signature Page

 

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**EXHIBIT A**

 

**FORM OF POWER OF ATTORNEY**

 

**SPECIAL AND LIMITED POWER OF ATTORNEY**

 

May 5, 2005

 

Referenceis made to (i) the Contribution Agreement, dated as of May 5, 2005 by andbetween First Investors Financial Services, Inc. (“FIFS”) and First InvestorsAuto Funding Corporation (the “Depositor”), (ii) the Sale and AllocationAgreement, dated as of May 5, 2005, by and among First Investors ServicingCorporation, the Depositor, Wells Fargo Bank, National Association (the “IndentureTrustee”) and First Investors Auto Owner Trust 2005-A (the “Issuer”), (iii) theIndenture, dated as of May 5, 2005, by and between the Indenture Trustee andthe Issuer and (iv) the Administration Agreement (the “Administration Agreement”),dated as of May 5, 2005, by and among the Issuer, FIFS, as Administrator andthe Indenture Trustee.  All capitalizedterms used herein but not defined herein shall have the meanings given suchterms in the Administration Agreement.

 

WellsFargo Delaware Trust Company, a Delaware limited purpose trust company, not inits individual capacity but solely as owner trustee of the Issuer (the “OwnerTrustee”) hereby makes, constitutes and appoints FIFS, as Administrator underthe Administration Agreement, acting through one or more of its duly authorizedofficers, the true and lawful attorney in fact for the Owner Trustee, and FIFSis hereby authorized and empowered in the name, place and stead of the OwnerTrustee to take any and all steps required to be performed by the Owner Trusteepursuant to Section 2(c)(i) of the Administration Agreement, includingexecution of certificates of title or any other documents in the name and steadof the Owner Trustee.  The foregoingpower of attorney is for the limited purpose of enabling FIFS to comply with Section 2(c)(i)of the Administration Agreement and shall be effective only so long as theAdministration Agreement is in full force and effect.

 

FIFSis authorized to delegate said power of attorney to any person or persons itdeems appropriate, but only for the limited purposes set forth herein and inaccordance with the Administration Agreement.

 

Forvalue received, the receipt and sufficiency of which is hereby acknowledged,the undersigned for and on behalf of the Owner Trustee does hereby intend thatthis power of attorney be coupled with an interest, and declares this power ofattorney to be irrevocable by the Owner Trustee or otherwise, renouncing callright to revoke this power or to appoint any other person to perform any of theacts enumerated herein.

 

[Signature page follows]

 

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INWITNESS WHEREOF, this Special and Limited Power of Attorney has been executedas of the date and year first 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 May, 2005, before mepersonally 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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