TO THE SAME
EXTENT AS IF IT WERE A PARTY HERETO. NOTWITHSTANDING THE FOREGOING, THE
NOTEHOLDERS 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 2006-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:
Wells Fargo Bank, National Association,