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 AGREEMENT

Dated as of May 5, 2005


 




 





 





















 


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

  	
   

  



 





















 


ADMINISTRATION AGREEMENT, dated as of May 5, 2005 (as
the same may be amended, supplemented or otherwise modified and in effect from
time to time, this “Agreement”),
by and among FIRST INVESTORS AUTO OWNER TRUST 2005-A, a Delaware statutory
trust (the “Issuer” or the “Trust”), FIRST INVESTORS FINANCIAL
SERVICES, INC., a Texas corporation, as administrator (in such capacity, the “Administrator”), and WELLS FARGO
BANK, NATIONAL ASSOCIATION, a national banking association, not in its
individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”).


 


WHEREAS, the Issuer is issuing 3.57% Asset-Backed
Class A-1 Notes (the “Class A-1 Notes”)
and 4.23% Asset-Backed Class A-2 Notes (the “Class A-2
Notes” 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 or
otherwise modified and in effect from time to time, the “Indenture”),
among the Issuer, the Indenture Trustee and Wells Fargo Bank, National
Association, as custodian (in such capacity, the “Custodian”);


 


WHEREAS, the Issuer has entered into certain
agreements in connection with the issuance of the Notes and the issuance of
certain beneficial interests in the Issuer, including (i) a Sale and Allocation
Agreement, dated as of May 5, 2005 (as amended, supplemented or otherwise
modified and in effect from time to time, the “Sale and
Allocation Agreement”), among the Issuer, the Indenture Trustee,
Wells Fargo Bank, National Association, as securities intermediary (in such
capacity, the “Securities Intermediary”),
First Investors Auto Funding Corporation, as depositor (the “Depositor”) and First Investors
Servicing 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”), among
the 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 the
Issuer, First Investors Financial Services, Inc., as seller (in such capacity,
the “Seller”) and Wachovia Capital
Markets, LLC, (iv) the Insurance Agreement, dated as of May 5, 2005 (as
amended, supplemented or otherwise modified and in effect from time to time,
the “Insurance Agreement”), by and among
the Seller, the Administrator, the Servicer, Wells Fargo Bank, National
Association, as back-up servicer (in such capacity, the “Back-up
Servicer”), the Issuer, the Depositor, Wells Fargo Delaware
Trust Company, as owner trustee (in such capacity, the “Owner
Trustee”), the Indenture Trustee and MBIA Insurance Corporation,
as insurer (the “Insurer”),
(v) the Servicing Agreement, dated as of May 5, 2005 (as amended, supplemented
or otherwise modified and in effect from time to time, the “Servicing Agreement”), by and among
the Issuer, the Indenture Trustee, the Back-up Servicer, the Custodian and the
Servicer, (vi) the Guaranty dated as of May 5, 2005 (as amended, supplemented
or otherwise modified and in effect from time to time, the “Guaranty”), by and among First
Investors Financial Services, Inc., as guarantor (in such capacity, the “Guarantor”), the Servicer, the
Back-up Servicer and the Indenture Trustee and (vii) the Indenture
(collectively with the Sale and Allocation Agreement, the Trust Agreement, the
Purchase Agreement, the Insurance Agreement, the Servicing Agreement, the
Guaranty and the Note Depository Agreement, the “Related
Agreements”);


 





















 


WHEREAS, pursuant to the Related Agreements, the
Issuer, the Owner Trustee and the Indenture Trustee are required to perform
certain duties in connection with (i) the Notes and the collateral pledged to
secure 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 the
Indenture Trustee desire to have the Administrator perform certain of the
duties of the Issuer and the Indenture Trustee referred to in the preceding
clause and to provide such additional services consistent with the terms of
this Agreement and the Related Agreements as the Issuer, the Owner Trustee and
the Indenture Trustee may from time to time request; and


 


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


 


NOW, THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


Section 1.                                            Definitions.  All capitalized terms used but not defined in
this Agreement shall have the respective meanings set forth in, or incorporated
into, the Indenture.


 


Section 2.                                            Duties
of the Administrator.


 


(a)                                  Duties
with Respect to the Related Agreements.


 


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


 


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


 


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


 





















 


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


 


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


 


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


 


(vii)                           the
duty to cause newly appointed Paying Agents, if any, to deliver to the
Indenture Trustee the instrument specified in the Indenture regarding funds
held in trust (Section 3.3);


 


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


 


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


 


(x)                                   the
preparation of all supplements and amendments to the Indenture and all
financing statements, continuation statements, instruments of further assurance
and other instruments and the taking of such other action as is necessary or
advisable to protect the Trust Estate (Section 3.5);


 


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


 


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


 


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


 


(xiv)                         the duty
to cause the Servicer to comply with the Sale and Allocation Agreement and the
Servicing Agreement (Section 3.13);


 


(xv)                            the
preparation and delivery of written notice to the Indenture Trustee, the
Insurer and the Rating Agencies of each Event of Default under the Indenture
and each


 





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xxiii)                     the
preparation and delivery of Issuer Orders and the obtaining of an Opinion of
Counsel with respect to the execution of supplemental indentures and the
mailing to the Noteholders of notices with respect to such supplemental
indentures (Sections 9.1, 9.2 and 9.3);


 


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


 


(xxv)                       the duty to
notify Noteholders of redemption of the Notes or to cause the Indenture Trustee
to provide such notification (Section 10.2);


 





















 


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


 


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


 


(xxviii)              the preparation and
delivery of written notice to the Indenture Trustee, the Issuer, the Insurer
and the Rating Agencies, upon the failure of the Indenture Trustee to give such
notification, of the information required pursuant to the Related Agreements (Section 11.4);


 


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


 


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


 


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


 


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


 


(b)                                 The
Administrator shall, from its own funds and not from the funds of the Trust
Estate:


 


(i)                                     comply
with its obligations pursuant to Section 6.7(a) of the Indenture and
indemnify the Indenture Trustee, the Custodian and their respective agents for,
and hold them harmless against, any loss, liability or expense incurred without
negligence or bad faith on their part arising out of or in connection with the
acceptance or administration of the transactions contemplated by the Indenture,
including the reasonable costs and expenses of defending themselves against any
claim or liability in connection with the exercise or performance of any of
their powers or duties under the Indenture; and


 


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


 





















 


(c)                                  Additional
Duties.


 


(i)                                     In
addition to the duties of the Administrator set forth above, the Administrator
shall perform such calculations and shall prepare or shall cause the
preparation by other appropriate persons of, and shall execute on behalf of the
Issuer or the Owner Trustee, all such documents, reports, filings, instruments,
certificates and opinions that the Issuer or the Owner Trustee is obligated to
prepare pursuant to the Related Agreements and at the request of the Owner
Trustee shall take all appropriate action that the Issuer or the Owner Trustee
is obligated to take pursuant to the Related Agreements.  In furtherance of the foregoing, the Owner
Trustee shall, on behalf of itself and the Issuer, execute and deliver to the
Administrator and to each successor Administrator appointed pursuant to the
terms hereof, one or more powers of attorney substantially in the form of Exhibit
A hereto, appointing the Administrator the attorney-in-fact of the Owner
Trustee and the Issuer for the purpose of executing on behalf of the Owner
Trustee and the Issuer all such documents, reports, filings, instruments,
certificates and opinions.  Subject to Section 6
of this Agreement, and in accordance with the directions of the Owner Trustee,
the Administrator shall administer, perform or supervise the performance of
such other activities in connection with the Collateral (including the Related
Agreements) as are not covered by any of the foregoing provisions and as are
expressly requested by the Owner Trustee and are reasonably within the
capability of the Administrator.


 


(ii)                                  Notwithstanding
anything in this Agreement or the Related Agreements to the contrary, the
Administrator shall be responsible for promptly notifying the Owner Trustee, in
writing, in the event that any withholding tax is imposed on any payment (or
allocation 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 actual
knowledge thereof.  Any such notice shall
specify the amount of any withholding tax required to be withheld pursuant to
such provision.


 


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


 


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


 


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


 





















 


(d)                                 Non-Ministerial
Matters.


 


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


 


(A)                              the
amendment of or any supplement to the Indenture;


 


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


 


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


 


(D)                               the
appointment of successor Note Registrars, successor Paying Agents or successor
Indenture Trustees pursuant to the Indenture, the appointment of successor
Administrators or Successor Servicers or the consent to the assignment by the
Note Registrar, the Paying Agent or the Indenture Trustee of its obligations
under the Indenture; and


 


(E)                                 the
removal of the Indenture Trustee.


 


(e)                                  Except
as set forth in Section 2(b) of this Agreement and Section 6.7 of the
Indenture, the Administrator shall not (i) be obligated to or (A) make any
payments 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 Related
Agreement or the Notes, or (ii) take any other action that the Issuer directs
the Administrator not to take on its behalf, or which would result in a
violation or breach of the Issuer’s covenants, agreements or obligations under
any Related Agreement.


 


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


 


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


 





















 


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


 


Section 6.                                            Independence
of the Administrator.  For all
purposes of this Agreement, the Administrator shall be an independent
contractor and shall not be subject to the supervision of the Issuer, Indenture
Trustee or the Owner Trustee with respect to the manner in which it
accomplishes 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 otherwise
be deemed an agent of the Issuer, the Indenture Trustee or the Owner Trustee.


 


Section 7.                                            No Joint
Venture.  Nothing contained in this
Agreement (a) shall constitute the Administrator and either the Issuer, Owner
Trustee 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) shall
be deemed to confer on any of them any express, implied or apparent authority
to incur any obligation or liability on behalf of the others.


 


Section 8.                                            Other
Activities of Administrator.  Nothing
contained in this Agreement shall prevent the Administrator or its affiliates
from engaging in other businesses or, in its sole discretion, from acting in a
similar capacity as an administrator for any other person or entity even though
such person or entity may engage in business activities similar to those of the
Issuer, the Owner Trustee or the Indenture Trustee.


 


Section 9.                                            Term of
Agreement; Resignation and Removal of Administrator.


 


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


 


(b)                                 For
so long as any Notes are outstanding, the Issuer shall not remove the
Administrator without cause unless the Rating Agency Condition shall have been
satisfied in connection therewith and the Insurer shall have consented in
writing thereto.


 


(c)                                  Subject
to 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 the
Insurer with at least sixty (60) days’ prior written notice.


 


(d)                                 Subject
to Sections 9(e) and 9(f), the Issuer may remove the Administrator without
cause with prior written consent of the Insurer by providing the Administrator
with at least sixty (60) days’ prior written notice.


 


(e)                                  Subject
to Section 9(f), at the sole option of the Issuer, with prior written
consent of the Insurer, the Issuer may and shall at the direction of the
Insurer, remove the Administrator immediately upon written notice of
termination from the Issuer to the Administrator if any of the following events
shall occur and be continuing:


 





















 


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


 


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


 


(iii)                               the
Administrator shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, shall consent to
the 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 any
substantial part of its property, shall consent to the taking of possession by
any such official of any substantial part of its property, shall make any
general assignment for the benefit of creditors or shall fail generally to pay
its debts as they become due.


 


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


 


(f)                                    No
resignation or removal of the Administrator shall be effective until (i) a
successor Administrator acceptable to the Insurer shall have been appointed by
the Issuer and (ii) such successor Administrator shall have agreed in writing
to be bound by the terms of this Agreement in the same manner as the
Administrator is bound hereunder.


 


(g)                                 The
appointment of any successor Administrator shall be effective only after
satisfaction of the Rating Agency Condition with respect to the proposed
appointment.


 


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


 





















 


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


 


Section 12.                                      Amendments.  This Agreement may be amended from time to
time by the Issuer, the Administrator and the Indenture Trustee, with the prior
written consent of the Insurer and the Owner Trustee but without the consent of
the Noteholders and the Depositor, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this
Agreement or of modifying in any manner the rights of the Noteholders; provided,
however, that such amendment shall not, as set forth in an Opinion of
Counsel satisfactory to the Indenture Trustee and the Owner Trustee, materially
and adversely affect the interest of any Noteholder.  This Agreement may also be amended from time
to time by the Issuer, the Administrator and the Indenture Trustee, with the
prior written consent of the Owner Trustee, the Insurer and the Holders of
Notes evidencing at least 51% of the Class A Note Balance, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Noteholders; provided, however, that no such amendment may (i)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on Contracts or distributions that are
required to be made for the benefit of the Noteholders or (ii) reduce the
aforesaid percentage of the Holders of Notes which are required to prior
written consent to any such amendment, without the consent of the Insurer and
the Holders of all the outstanding Notes. 
Notwithstanding the foregoing, the Administrator may not amend this
Agreement without the consent of the Seller, which consent shall not be
unreasonably withheld.


 


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


 





















 


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


 


Section 14.                                      GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


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


 


Section 16.                                      Severability.  If any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality, and enforceability
of the remaining provisions of this Agreement shall not in any way be affected
or impaired thereby.


 


Section 17.                                      Not Applicable
to First Investors Financial Services, Inc. in Other Capacities.  Nothing in this Agreement shall affect any
obligation First Investors Financial Services, Inc. has in any other capacity.


 


Section 18.                                      Limitation of
Liability of Owner Trustee and Indenture Trustee.


 


(a)                                  Notwithstanding
anything contained herein to the contrary, this Agreement has been signed by
the Owner Trustee not in its individual capacity but solely in its capacity as
Owner Trustee of the Issuer, and in no event shall the Owner Trustee in its
individual capacity have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in any of
the certificates, notices or agreements delivered pursuant hereto or
contemplated hereby, as to all of which recourse shall be had solely to the
assets of the Issuer.  For all purposes
of 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)                                 Notwithstanding
anything contained herein to the contrary, this Agreement has been
countersigned by the Indenture Trustee not in its individual capacity but
solely as Indenture Trustee, and in no event shall the Indenture Trustee in its
individual capacity have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in any of
the certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.


 


Section 19.                                      Third-Party
Beneficiary.  The Owner Trustee, in
its individual capacity, and the Insurer are each a third-party beneficiary of
this Agreement and each is entitled to the rights and benefits hereunder and
may enforce the provisions hereof as if it were a party hereto.


 


Section 20.                                      Successor
Servicer and Administrator.  The
Administrator shall undertake, as promptly as possible after the giving of
notice of termination to the Servicer of the Servicer’s rights and powers
pursuant to Section 5.02 of the Servicing Agreement, to enforce the
provisions of such Section 5.02 with respect to the appointment of a
successor Servicer.  Such successor
Servicer shall, upon compliance with Section 5.02 of the Servicing
Agreement, become the


 





















 


successor Administrator hereunder; provided, however,
that if the Indenture Trustee shall become such successor Administrator, the
Indenture Trustee shall not be required to perform any obligations or duties or
conduct any activities as successor Administrator that would be prohibited by
law and not within the banking and trust powers of the Indenture Trustee.  In such event, the Indenture Trustee may
appoint a sub-administrator acceptable to the Insurer to perform such
obligations and duties.


 


Section 21.                                      Nonpetition
Covenants.


 


(a)                                  Notwithstanding
any prior termination of this Agreement, the Seller, the Administrator, the
Owner Trustee and the Indenture Trustee shall not, acquiesce, petition or
otherwise invoke knowingly or intentionally cause or encourage the Issuer or
the Depositor or any other Person to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Issuer or the Depositor under any federal or state bankruptcy, insolvency
or similar law or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Issuer or the
Depositor or any substantial part of its property, or ordering the winding up
or liquidation of the affairs of the Issuer or the Depositor.


 


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


 





















 


IN WITNESS WHEREOF, the parties hereto have caused
this 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


 





















 


EXHIBIT A


 


FORM OF POWER OF ATTORNEY


 


SPECIAL AND LIMITED POWER OF ATTORNEY


 


May 5, 2005


 


Reference
is made to (i) the Contribution Agreement, dated as of May 5, 2005 by and
between First Investors Financial Services, Inc. (“FIFS”) and First Investors
Auto Funding Corporation (the “Depositor”), (ii) the Sale and Allocation
Agreement, dated as of May 5, 2005, by and among First Investors Servicing
Corporation, the Depositor, Wells Fargo Bank, National Association (the “Indenture
Trustee”) and First Investors Auto Owner Trust 2005-A (the “Issuer”), (iii) the
Indenture, dated as of May 5, 2005, by and between the Indenture Trustee and
the Issuer and (iv) the Administration Agreement (the “Administration Agreement”),
dated as of May 5, 2005, by and among the Issuer, FIFS, as Administrator and
the Indenture Trustee.  All capitalized
terms used herein but not defined herein shall have the meanings given such
terms in the Administration Agreement.


 


Wells
Fargo Delaware Trust Company, a Delaware limited purpose trust company, not in
its individual capacity but solely as owner trustee of the Issuer (the “Owner
Trustee”) hereby makes, constitutes and appoints FIFS, as Administrator under
the Administration Agreement, acting through one or more of its duly authorized
officers, the true and lawful attorney in fact for the Owner Trustee, and FIFS
is hereby authorized and empowered in the name, place and stead of the Owner
Trustee to take any and all steps required to be performed by the Owner Trustee
pursuant to Section 2(c)(i) of the Administration Agreement, including
execution of certificates of title or any other documents in the name and stead
of the Owner Trustee.  The foregoing
power 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 the
Administration Agreement is in full force and effect.


 


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


 


For
value received, the receipt and sufficiency of which is hereby acknowledged,
the undersigned for and on behalf of the Owner Trustee does hereby intend that
this power of attorney be coupled with an interest, and declares this power of
attorney to be irrevocable by the Owner Trustee or otherwise, renouncing call
right to revoke this power or to appoint any other person to perform any of the
acts enumerated herein.


 


[Signature page follows]


 





















 


IN
WITNESS WHEREOF, this Special and Limited Power of Attorney has been executed
as 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 me
personally appeared and came                                     ,
to me known to be the person who executed the foregoing instrument and who,
being duly sworn by me, did depose and day that he has an office at 919 North
Market Street, Suite 700, Wilmington, DE 19801; that he is the                                     
of Wells Fargo Delaware Trust Company, the limited purpose trust company which
executed the foregoing instrument; that (s)he signed his/her name thereto by
authority of said limited purpose trust company.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
  My commission
  expires: