THIS AMENDMENT SHALL BECOME EFFECTIVE AS
OF THE DATE (THE "EFFECTIVE DATE") ON WHICH THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED COUNTERPARTS OF THIS AMENDMENT EXECUTED BY A DULY AUTHORIZED OFFICER OF
EACH PARTY HERETO AND THE DEBTOR SHALL HAVE TAKEN SUCH OTHER ACTION, INCLUDING
DELIVERY OF APPROVALS, CONSENTS, OPINIONS, DOCUMENTS, FEES AND INSTRUMENTS, AS
THE COMPANY AND THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
SECTION 3.
MISCELLANEOUS.
(A)
REFERENCES IN THE SECURITY AGREEMENT.
UPON THE EFFECTIVENESS OF
THIS AMENDMENT, EACH REFERENCE IN THE SECURITY AGREEMENT TO "THIS AGREEMENT",
"HEREUNDER", "HEREOF", "HEREIN", OR WORDS OF LIKE IMPORT SHALL MEAN AND BE A
REFERENCE TO THE SECURITY AGREEMENT AS AMENDED HEREBY, AND EACH REFERENCE TO THE
SECURITY AGREEMENT IN ANY OTHER TRANSACTION DOCUMENT OR ANY OTHER DOCUMENT,
INSTRUMENT OR AGREEMENT, EXECUTED AND/OR DELIVERED IN CONNECTION WITH ANY
TRANSACTION DOCUMENT SHALL MEAN AND BE A REFERENCE TO THE SECURITY AGREEMENT AS
AMENDED HEREBY.
(B)
EFFECT ON THE SECURITY AGREEMENT.
EXCEPT AS SPECIFICALLY AMENDED
HEREBY, THE SECURITY AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
THIS
AMENDMENT SHALL NOT CONSTITUTE A NOVATION OF THE SECURITY AGREEMENT, BUT SHALL
CONSTITUTE AN AMENDMENT THEREOF.
(C)
SUCCESSORS AND ASSIGNS.
THIS AMENDMENT SHALL BE BINDING UPON AND
SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS.
2
(D)
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, AND BY THE DIFFERENT PARTIES HERETO ON THE SAME OR SEPARATE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL INSTRUMENT BUT ALL
OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
DELIVERY OF AN
EXECUTED COUNTERPART OF A SIGNATURE PAGE BY FACSIMILE SHALL BE EFFECTIVE AS
DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AMENDMENT.
(E)
HEADINGS.
THE DESCRIPTIVE HEADINGS OF THE VARIOUS SECTIONS OF
THIS AMENDMENT ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE
DEEMED TO AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE PROVISIONS HEREOF.
(F)
AMENDMENTS.
THIS AMENDMENT MAY NOT BE AMENDED OR OTHERWISE
MODIFIED EXCEPT AS PROVIDED IN THE SECURITY AGREEMENT.
(G)
GOVERNING LAW.
THIS AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE
VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH,THE LAWS OF THE STATE OF NEW YORK, OTHER THAN THE CONFLICT OF
LAW RULES THEREOF.
[Remainder of page left intentionally blank]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their respective officers thereunto duty authorized, as of the date first above
written.
FIRST INVESTORS AUTO RECEIVABLES
CORPORATION.
By:
Name:
Bennie H. Duck
Title:
Vice President - Treasurer
FIRST INVESTORS FINANCIAL SERVICES, INC.
By:
Name:
Bennie H. Duck
Title:
Vice President - Treasurer
FIRST INVESTORS SERVICING CORPORATION
By:
Name:
Bennie H. Duck
Title:
Vice President - Treasurer
[Signatures continued on next page]
[Signature page to Amendment Number 1 to the Second Amended and Restated
Security Agreement for FIARC]
WACHOVIA CAPITAL MARKETS, LLC
By:
Name:
Title:
VARIABLE FUNDING CAPITAL COMPANY LLC
By Wachovia Capital Markets, LLC
as attorney-in-fact
By:
Name: