ON AND
ENFORCE SUCH COVENANTS TO THE SAME EXTENT AS IF IT WERE A PARTY HERETO.
NOTWITHSTANDING THE FOREGOING, THE NOTEHOLDER SHALL HAVE NO RIGHTS TO ENFORCE
THE PROVISIONS OF THIS SERVICING AGREEMENT SO LONG AS THERE IS NO INSURER
DEFAULT THAT HAS OCCURRED AND IS CONTINUING.
7.17.
OTHER AGREEMENTS.
THE SERVICER AND THE BACK-UP
SERVICER WILL NOT BE OBLIGATED OR BOUND BY ANY PROVISION OR TERM OF ANY OTHER
AGREEMENT, INCLUDING THE INDENTURE AND THE SALE AND ALLOCATION AGREEMENT, EXCEPT
TO THE EXTENT, AND ONLY TO THE EXTENT, EXPRESSLY STATED HEREIN OR THEREIN.
7.18.
PURCHASE AND SUBSEQUENT PLEDGE.
THE SERVICER
HEREBY ACKNOWLEDGES THAT THE ISSUER WILL ACQUIRE THE CONTRACTS AND THE OTHER
ITEMS INCLUDED IN THE COLLATERAL PURSUANT TO THE SALE AND ALLOCATION AGREEMENT
AND WILL PLEDGE THE CONTRACTS AND THE OTHER ITEMS INCLUDED IN THE COLLATERAL
ALONG WITH THE ISSUER'S RIGHTS UNDER THIS SERVICING AGREEMENT, THE CONTRIBUTION
AGREEMENT AND THE SALE AND ALLOCATION AGREEMENT TO THE INDENTURE TRUSTEE FOR THE
BENEFIT OF THE NOTEHOLDERS AND THE INSURER PURSUANT TO THE TERMS OF THE
INDENTURE, AND THAT THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE
CONTRIBUTION AGREEMENT, SALE AND ALLOCATION AGREEMENT, THIS SERVICING AGREEMENT
AND THE INDENTURE AND THE RIGHTS OF THE ISSUER UNDER THE INDENTURE, THIS
SERVICING AGREEMENT, THE CONTRIBUTION AGREEMENT AND THE SALE AND ALLOCATION
AGREEMENT ARE INTENDED TO BENEFIT THE NOTEHOLDERS AND THE INSURER.
7.19.
EXERCISE OF RIGHTS BY INSURER.
ALL RIGHTS GRANTED
TO THE INSURER PURSUANT TO THIS SERVICING AGREEMENT SHALL TERMINATE DURING THE
PENDENCY OF AN INSURER DEFAULT AND DURING SUCH TIME THE INSURER'S RIGHTS MAY BE
EXERCISED BY NOTEHOLDERS EVIDENCING NOT LESS THAN 51% OF THE CLASS A NOTE
BALANCE; PROVIDED, HOWEVER, THE INSURER'S RIGHTS SHALL BE REINSTATED IN FULL,
IMMEDIATELY UPON THE CURE OF SUCH INSURER DEFAULT.
7.20.
LIMITATION OF LIABILITY.
NOTWITHSTANDING ANY OTHER
PROVISION HEREIN OR ELSEWHERE, THIS SERVICING AGREEMENT HAS BEEN EXECUTED AND
DELIVERED BY WELLS FARGO DELAWARE TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY,
BUT SOLELY IN ITS CAPACITY AS OWNER TRUSTEE OF THE ISSUER, IN NO EVENT SHALL
WELLS FARGO DELAWARE TRUST COMPANY OR THE OWNER TRUSTEE HAVE ANY LIABILITY IN
RESPECT OF THE REPRESENTATIONS, WARRANTIES, OR OBLIGATIONS OF THE ISSUER
HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT AND FOR ALL PURPOSES OF THIS
AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT THE OWNER TRUSTEE AND WELLS FARGO
DELAWARE TRUST COMPANY SHALL BE ENTITLED TO THE BENEFITS OF THE TRUST AGREEMENT.
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39
IN WITNESS WHEREOF, the Issuer, the Back-up Servicer, the Servicer, the
Custodian and the Indenture Trustee have caused this Servicing Agreement to be
duly executed by their respective authorized officers as of the date and year
first above written.
First Investors Auto Owner Trust 2005-A, as Issuer
By:
Wells Fargo Delaware Trust Company, not
in its individual capacity but solely as Owner
Trustee on behalf of the Trust
By:
Name:
Title:
Wells Fargo Bank, National Association, not in its
individual capacity but solely as Back-up Servicer
By:
Name:
Title: