period beginning on the date hereof
and ending on July 31, 2007,
and (b) 7.0% measured as of the end of each fiscal
quarter of FIFSG for each fiscal quarter occurring during the period beginning
on August 1, 2007 and ending on the Termination Date; and".
(H)
THE LAST PROVISO OF SECTION 7.8(A) OF THE
SECURITY AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE
FOLLOWING PROVISO:
"and provided, further, that the failure to so deliver the original certificate
of title or other document evidencing the Seller's (or if such Receivable was
originated by an Approved Third Party Originator, such Approved Third Party
Originator's) status as lienholder shall be considered a breach of the
representation and warranty set forth in Section 3.1(a) as of such 120th day (or
150th day with respect to any certificate of title or other evidence of lien
relating to any Financed Vehicle relating to any Receivables originated pursuant
to the Seller's refinancing program) and the Debtor shall make the payments in
respect of the related Receivable as required by the last paragraph of Section
3.1."
SECTION 2.
APPROVAL OF APPROVED THIRD PARTY ORIGINATOR.
THE ADMINISTRATIVE
AGENT HEREBY APPROVES INTERACTIVE FINANCIAL ACCEPTANCE AS AN APPROVED THIRD
PARTY ORIGINATOR; PROVIDED THAT INTERACTIVE FINANCIAL ACCEPTANCE ENTERS INTO AN
APPROVED THIRD PARTY ORIGINATOR AGREEMENT WITH AN APPROVED SUBSIDIARY AS
REQUIRED UNDER THE SECURITY AGREEMENT.
SECTION 3.
EFFECTIVE DATE.
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.
2
SECTION 4.
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.
(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