EXHIBIT 10.93
AMENDMENT NUMBER 3 TO SECURITY AGREEMENT
AMENDMENT NUMBER 3 TO SECURITY AGREEMENT (this "AMENDMENT"), dated
as of November 29, 2000 among FIRST INVESTORS AUTO RECEIVABLES CORPORATION, a
Delaware corporation, as debtor (in such capacity, the "DEBTOR"), FIRST
INVESTORS FINANCIAL SERVICES, INC., a Texas corporation, as seller (the
"SELLER"), ENTERPRISE FUNDING CORPORATION, a Delaware corporation (the
"COMPANY"), MBIA INSURANCE CORPORATION, a New York stock insurance company (the
"SURETY BOND PROVIDER"), BANK OF AMERICA, N.A., a national banking association,
individually and as Reserve Account Agent (together with its successors and
assigns in such capacity, the "Reserve Account Agent"), and WELLS FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION, a national banking association ("WELLS FARGO"),
as collateral agent (together with its successors and assigns in such capacity,
the "COLLATERAL AGENT"), as Back-up Servicer and as Custodian, amending that
certain Security Agreement dated as of October 22, 1996, as amended prior to the
date hereof (the "SECURITY AGREEMENT").
WHEREAS, the Debtor has requested amendments to certain of the
provisions under the Security Agreement;
WHEREAS, the parties hereto have agreed to make certain amendments
to the Security Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. DEFINED TERMS. As used in this Amendment, capitalized
terms shall have the same meanings assigned thereto in the Security
Agreement.
SECTION 2. ADDITIONAL DEFINED TERMS. The following terms are
hereby added to Section 1.1 of the Security Agreement in appropriate
alphabetical order:
"FISC" shall mean First Investors Servicing Corporation.
"MONTHLY EXTENSION RATE" shall mean the number of extensions granted
during any Collection Period divided by the aggregate number of retail
installment sales contracts owned or serviced by the Seller at the beginning of
the Collection Period.
SECTION 3. AMENDMENT TO DEFINED TERMS.
(a) The definition of "ALAC" is hereby deleted.
(b) The definition of "Addition Closing Date" is hereby deleted and
replaced with the following:
"Addition Closing Date" shall mean the closing date on which
Additional Receivables are funded pursuant to the terms and conditions set forth
in Section 2.2 hereof."
(c) Subclause (iii) of the definition of "Defaulted Receivable" is
hereby amended to read as follows (solely for convenience, changed text is
italicized):
"(iii) any payment or part thereof is over 120 days contractually
delinquent (or if the related obligor is insolvent or has sought
protection under the United States Bankruptcy Code and such
receivable is more than 180 days delinquent). A Receivable may only
be determined to be a Reinstated Receivable once."
(d) The definition of "Delinquent Receivable" is hereby amended to
read as follows (solely for convenience, changed text is italicized):
"DELINQUENT RECEIVABLE" shall mean each Receivable (i) as to which
MORE THAN TEN DOLLARS OF any payment remains unpaid for more than 30 days from
the original due date for such payment and (ii) is not a Defaulted Receivable."
(e) Subsection (q) of the definition of "Eligible Receivable" is
hereby amended to read as follows (solely for convenience, changed text is
italicized):
"(q) which has AN ORIGINAL MATURITY OF 66 months or LESS; (PROVIDED,
HOWEVER, THAT NO MORE THAN 10% OF THE PRINCIPAL BALANCE OF ANY
RECEIVABLES PLEDGED MAY HAVE AN ORIGINAL MATURITY OF 60 TO 66
MONTHS)"
(f) Subsection (ac) of the definition of "Eligible Receivable" is
hereby amended to delete the word "and" following the subsection.
(g) Subsection (ad) of the definition of "Eligible Receivable" is
hereby amended to delete the period following the subsection and by replacing it
with a semi-colon followed by the word "and".
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(h) The definition of "Eligible Receivable" is hereby amended to
add the following subsection (ae):
"(ae) which when combined with all the Receivables will not cause
the aggregate Principal Balance of those Receivables that meet the criteria of
Tier 4 or Tier 5 as set forth in the Credit Guidelines for such designation, to
exceed 15% of the aggregate Principal Balance of all Receivables."
(i) The definition of "Facility Limit" is hereby deleted and
replaced with the following:
"FACILITY LIMIT" shall mean $150,000,000."
(j) The definition of "Noteholder's Percentage" is hereby amended to
read as follows (solely for convenience, changed text is italicized):
"NOTEHOLDER'S PERCENTAGE" shall mean 94%."
(k) The definition of "Re-Liening Trigger" is hereby deleted and
replaced with the following:
"RE-LIENING TRIGGER" shall mean the occurrence and continuance of
any Servicer Event of Default or Termination Event."
(l) The definition of "Servicer" is hereby amended to read as
follows (solely for convenience, changed text is italicized):
"SERVICER" shall mean FISC as servicer under the Servicing Agreement
or any successor Servicer acceptable to the Surety Bond Provider."
(m) The definition of "Supplemental Conveyance" is hereby
deleted.
(n) The definition of "Termination Date" is hereby amended by
deleting subsection (i) thereof and replacing it with the following:
"(i) November 28, 2001 unless such date shall be extended by the
parties hereto pursuant to a written document,"
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SECTION 4. AMENDMENT TO SECTION 2.1. The following sentences are
hereby added to the end of the final paragraph of Section 2.1 of the Security
Agreement:
"The Debtor shall, on or before November 29, 2000, deliver or cause
to be delivered to the Collateral Agent and the Secured Parties an opinion of
counsel of Buck, Keenan & Owens, L.L.P., addressing perfection of the first
priority security interest of the Collateral Agent in the Collateral now
existing and hereafter created under this Agreement. In addition, the Collateral
Agent or the Secured Parties shall have the right to request the Debtor to
deliver or caused to be delivered to such parties a new perfection opinion with
respect to the Collateral in the event of a change in the law addressed pursuant
to such opinion."
SECTION 5. AMENDMENT TO SECTION 2.2.
(a) Subsection (a) of Section 2.2 of the Security Agreement is
hereby amended by deleting the following clause from the first sentence thereof:
"but no more than once in any consecutive three month period (unless
more frequent additions are approved by the Collateral Agent acting upon written
instructions of each of the Secured Parties)".
(b) Subsection (a) subclause (ii) of Section 2.2 of the Security
Agreement is hereby amended to read as follows (solely for convenience, changed
text is italicized):
"(ii) the Debtor shall have entered into an Interest Rate Cap, AN
EXECUTED COPY OF WHICH SHALL BE DELIVERED TO THE SURETY BOND PROVIDER PROMPTLY
FOLLOWING EXECUTION THEREOF,".
(c) Subsection (b) of Section 2.2 of the Security Agreement is
hereby deleted and replaced with the following:
"(b) Any addition of Receivables as part of the Collateral made
under subsection (a) shall satisfy the following conditions:
(i) On or before the tenth Business Day (the "Notice Date")
prior to the Addition Date, the Debtor shall give the Administrative
Agent, the Surety Bond Provider and the Collateral Agent written notice
that such Additional Receivables will be included as Collateral as of the
Addition Date and specifying the estimated Principal Balance of such
Additional Receivables as of the Addition Cut-Off Date;
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(ii) On or prior to the Addition Closing Date, (x) the
Servicer shall have caused its computer tapes and computer records to be
marked clearly and unambiguously to show that the Seller has sold the
Additional Receivables to the Debtor and (y) the Debtor shall have clearly
and unambiguously marked (or caused to be marked) its general ledger and
any computer tapes or other records to show that an undivided interest in
the Additional Receivables has been pledged to the Collateral Agent;
(iii) (x) None of a Termination Event, a Potential Termination
Event or the Termination Date shall have occurred and be continuing or
would result from such increase, and (y) no Amortization Period is
occurring or would result from such increase;
(iv) After giving effect to such increase, the sum of the Net
Investment and the Interest Component of Related Commercial Paper shall
not exceed the Facility Limit;
(v) The Surety Bond Provider, Bank of America and the
Collateral Agent shall have received an executed certification by an
authorized officer of the Servicer substantially in the form of Exhibit N,
showing, among other things, the calculations necessary to support the
calculation required pursuant to clause (iv) above and the items set forth
in Section 2.2(a)(iii), (iv) and (vi) above;
(vi) (x) Each representation and warranty of the Debtor
herein, in the Note Purchase Agreement and in any other Transaction
Document shall be true and correct with respect to the Debtor, (y) each
Receivable included in the Borrowing Base is an Eligible Receivable as of
the date of such Funding and (z) no selection procedures adverse to the
interests of the Secured Parties shall have been utilized in selecting the
Additional Receivables;
(vii) The Debtor shall have deposited in the Reserve Account,
or shall have given irrevocable instructions to the Company to withhold
from the proceeds of such Funding and to deposit in the Reserve Account,
an amount equal to the amount necessary to cause the amount on deposit in
the Reserve Account to at least equal to Required Reserve Account Balance
(calculated as if such increase shall have occurred);
(viii) The Surety Bond shall be in full force and effect;
(ix) The Debtor shall have delivered on or prior to the
related Addition Cut-Off Date to the Collateral Agent the sole original,
executed Contracts evidencing the Receivables;
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(x) The Debtor shall have delivered or caused to be delivered
to the Collateral Agent on or prior to the related Addition Cut-Off Date
the documents described in Section 2.13 of the Servicing Agreement;
(xi) On or prior to the Addition Closing Date, the Debtor
shall have directed the Servicer, on behalf of the Debtor, to deliver to
the Collateral Agent and Secured Parties (x) a computer file or microfiche
list containing a true and complete list of all Additional Receivables
identified by account number and by Principal Balance of such Additional
Receivables as of the Addition Cut-Off Date, or (y) a true and complete
list of all Receivables, including the Additional Receivables, identified
by account number and by Principal Balance as of the Addition Cut-Off
Date, which computer file or microfiche list shall be as of the Date of
such Addition incorporated into and made part of this Agreement;
(xii) On or prior to the Addition Closing Date, the Debtor
shall have delivered or caused to be delivered to the Collateral Agent an
Interest Rate Cap relating to such Additional Receivables (with a copy to
the Secured Parties);
(xiii) The Debtor shall have delivered to the Collateral
Agent, Bank of America and the Surety Bond Provider (x) either (A) a
certificate in the form attached hereto as Exhibit L to the effect that
the UCC filing described in Section 2.1 with respect to the Additional
Receivables have been made or (B) evidence of such UCC filings, and (y) an
executed certification by an authorized officer of the Debtor
substantially in the form of Exhibit O;
(xiv) The conditions to Funding as set forth in Section 2.1(c)
of the Note Purchase Agreement shall have been satisfied."
SECTION 6. AMENDMENTS TO SECTION 2.3.
(a) Section 2.3 of the Security Agreement is hereby amended by
deleting the second paragraph thereof and replacing it with the following:
"In addition, no later than December 29, 2000 and at any other time
at which a state concentration level exceeds 10% of the aggregate
Principal Balance of Receivables, the Seller shall be required to
deliver a legal opinion satisfactory to the Surety Bond Provider and
to S&P as to the status of the security interest of the Collateral
Agent, on behalf of the Secured Parties, in the related Financed
Vehicles or cause the certificate of title or other evidence of
ownership of the related
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Financed Vehicle to be revised to name the Collateral Agent on
behalf of the Secured Parties as lienholder."
(b) The third paragraph of Section 2.3 of the Security Agreement is
hereby deleted in its entirety.
SECTION 7. AMENDMENT TO SECTION 2.5. Section 2.5 of the Security
Agreement is hereby amended by deleting subsection (ii) thereof and replacing it
with "(ii) the Debtor shall have entered into an Interest Rate Cap;".
SECTION 8. AMENDMENT TO SECTION 3.2. Subsection (n) of Section 3.2
of the Security Agreement is hereby deleted and replaced with the following:
"(n) The Debtor shall have at all times in effect an interest rate
cap agreement or agreements with respect to the Receivables with a
financial institution or institutions ("Cap Counterparties") and
consisting of the following requirements (each interest rate cap
agreement meeting the following requirements, an "Interest Rate Cap"
and collectively, the "Interest Rate Caps"): (i) any such Cap
Counterparty (with the exception of Bank of America, N.A. and First
Union Capital Markets, Inc., provided that none of such entities has
been downgraded by S&P or Moody's below its Required Rating (as
defined in the Insurance Agreement)) shall be approved by the Surety
Bond Provider, Moody's & S&P, (ii) each Interest Rate Cap shall be
documented in substantially in the form set forth hereto as Exhibit
M; (iii) the strike rate of any Interest Rate Cap shall not be more
than 7.5%; (iv) all amounts payable by the Cap Counterparty
thereunder shall be required to be paid by such counterparty
directly to the Collection Account; (v) the notional amount
thereunder shall amortize according to the scheduled amortization of
the Receivables funded on such Addition Closing Date assuming zero
prepayments and zero defaults with respect to such Receivables; (vi)
the Interest Rate Cap shall cover at least 100% of the Net
Investment and must be in effect for at least as long as the latest
maturing Receivable securing the Net Investment; and (vii) the
effective date shall be no later than the Addition Closing Date."
SECTION 9. AMENDMENT TO SECTION 6.1(D).
(a) Subclause (i) of Section 6.1(d) of the Security Agreement is
hereby amended to read as follows (solely for convenience, changed text is
italicized):
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"(i) the Net Investment exceeds the sum of (x) 93.0% of the
Borrowing Base and (y) the amount on deposit in the Reserve Account
for 30 consecutive days;".
(b) Subclause (ii) of Section 6.1(m) of the Security Agreement is
hereby amended by adding "or any of its affiliates" following "the Seller" in
such subclause;
(c) Subsection (o) of Section 6.1 of the Security Agreement is
hereby amended by replacing "45 months" with "60 months";
(d) Subsection (v) of Section 6.1 of the Security Agreement is
hereby amended to delete the word "and" following the subsection.
(e) Subsection (w) of Section 6.1 of the Security Agreement is
hereby amended to delete the period following the subsection and by replacing it
with a semi-colon.
(f) Subsection (z) of Section 6.1 of the Security Agreement is
hereby amended to delete the period following the subsection.
(g) Section 6.1 of the Security Agreement is hereby amended to add
the following Subsections (aa) and (ab):
"(aa) the Monthly Extension Rate for the Seller's total managed
portfolio averaged over any three consecutive Collection Periods
shall exceed 2.25%; and"
"(ab) a Servicer Event of Default shall have occurred and be
continuing."
SECTION 10. AMENDMENT TO SECTION 6.3.
(a) Subsection (a) of Section 6.3 of the Security Agreement is
hereby amended to read as follows (solely for convenience, changed text is
italicized):
"(a) at any time the Net Investment exceeds the sum of (i) 93.0% of
the Borrowing Base and (ii) the amount on deposit in the Reserve
Account and such condition continues uncured;".
SECTION 11. AMENDMENT TO SECTION 7.8. Section 7.8(a) of the Security
Agreement is hereby amended to read as follows (solely for convenience, new text
is italicized):
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(a) The Collateral Agent, effective upon the Servicing Transfer, is
hereby irrevocably appointed as agent of the Secured Parties to hold and
maintain physical possession of the Custodian Files in accordance with this
Agreement and the Servicing Agreement and the Collateral Agent hereby accepts
such appointment. The Custodian Files are to be delivered to the Collateral
Agent by or on behalf of the Debtor within two (2) Business Days preceding the
Servicing Transfer or date of a Subsequent Funding, as the case may be, with
respect to each Receivable on the date of the Servicing Transfer or the date of
a Subsequent Funding, PROVIDED, HOWEVER, THAT IF APPLICATION HAS BEEN MADE FOR
THE ISSUANCE OF THE ORIGINAL CERTIFICATE OF TITLE OR OTHER EVIDENCE OF LIEN AND
SUCH ORIGINAL CERTIFICATE OF TITLE OR OTHER EVIDENCE OF LIEN HAS NOT YET BEEN
ISSUED AT THE TIME THE CUSTODIAN FILES ARE DELIVERED TO THE COLLATERAL AGENT,
THERE SHALL BE DELIVERED AS PART OF THE CUSTODIAN FILES COPIES OF ALL
CORRESPONDENCE WITH THE APPROPRIATE STATE TITLE REGISTRATION AGENCY, AND ALL
ENCLOSURES THERETO FOR THE ISSUANCE OF THE ORIGINAL CERTIFICATE OF TITLE OR
OTHER EVIDENCE OF LIEN FOR THE RELATED FINANCED VEHICLE, AND THE ORIGINAL
CERTIFICATE OF TITLE OR OTHER EVIDENCE OF LIEN SHALL BE DELIVERED TO THE
COLLATERAL AGENT PROMPTLY UPON RECEIPT THEREOF BY THE SELLER BUT IN NO EVENT
LATER THAN 120 DAYS FOLLOWING THE DATE OF THE SERVICING TRANSFER OR THE DATE OF
THE APPLICABLE SUBSEQUENT FUNDING, AND PROVIDED, FURTHER, THAT THE FAILURE TO SO
DELIVER THE ORIGINAL CERTIFICATE OF TITLE OR OTHER DOCUMENT EVIDENCING THE
SELLER'S STATUS AS LIENHOLDER SHALL BE CONSIDERED A BREACH OF THE REPRESENTATION
AND WARRANTY SET FORTH IN SECTION 3.1(Q) HEREOF AS OF SUCH 120 TH DAY AND THE
DEBTOR SHALL MAKE THE PAYMENTS IN RESPECT OF THE RELATED RECEIVABLE AS REQUIRED
BY THE LAST PARAGRAPH OF SECTION 3.1.
SECTION 12. EXHIBITS L, M, N AND O. The Security Agreement is
hereby amended to add Exhibit L, Exhibit M, Exhibit N and Exhibit O, which such
exhibits are attached hereto. The table of exhibits for the Security Agreement
is hereby amended to add these exhibits and their descriptions as follows:
"Exhibit L Form of Certificate as to UCC Filing
Exhibit M Form of Interest Rate Cap Agreement
Exhibit N Form of Servicers' Officer's Certificate as to Additional
Receivables
Exhibit O Form of Debtor's Officer's Certificate as to Additional
Receivables".
SECTION 13. EXHIBIT F. Exhibit F to the Security Agreement, and the
description thereof in the table of exhibits, is hereby deleted and replaced
with "[Reserved]."
SECTION 14. REFERENCES. All references in the Security Agreement to
"ALAC" are hereby amended to refer to "FISC", all references to "Norwest" are
hereby amended to refer to Wells Fargo, all references to "Norwest Bank
Minnesota, National Association" are hereby amended to refer to "Wells Fargo
Bank Minnesota, National Association", all references to
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NationsBank, N.A. are hereby amended to refer to Bank of America, N.A., and
all references to NationsBank are hereby amended to refer to Bank of America.
SECTION 15. CONDITION PRECEDENT. Notwithstanding anything herein to
the contrary, this amendment shall not become effective until such time as all
Collateral existing as of the date hereof under the Security Agreement is
subject to an Interest Rate Cap with a strike rate of no more than 7.5%.
SECTION 16. LIMITED SCOPE. This amendment is specific to the
circumstances described above and does not imply any future amendment or waiver
of rights allocated to the Company, the Debtor, the Seller, the Collateral
Agent, the Reserve Account Agent, or the Surety Bond Provider under the Security
Agreement.
SECTION 17. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 18. SEVERABILITY; COUNTERPARTS. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
instrument. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
SECTION 19. RATIFICATION. Except as expressly affected by the
provisions hereof, the Security Agreement as amended shall remain in full force
and effect in accordance with its terms and is hereby ratified and confirmed by
the parties hereto. On and after the date hereof, each reference in the Security
Agreement to "this Agreement", "hereunder", "herein" or words of like import
shall mean and be a reference to the Security Agreement as amended by this
Amendment.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment Number 3 as of the date first written above.
FIRST INVESTORS AUTO RECEIVABLES
CORPORATION, as Debtor
By:___________________________________
Name:
Title:
FIRST INVESTORS FINANCIAL
SERVICES, INC. as Seller
By:___________________________________
Name:
Title:
MBIA INSURANCE CORPORATION
as Surety Bond Provider
By:___________________________________
Name:
Title:
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WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
as Collateral Agent
By:___________________________________
Name:
Title:
13
BANK OF AMERICA, N.A.
individually and as Reserve Account Agent
By:___________________________________
Name:
Title:
14
ENTERPRISE FUNDING CORPORATION,
as Company
By:___________________________________
Name:
Title:
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EXHIBIT L TO SECURITY AGREEMENT
CERTIFICATE OF
FIRST INVESTORS AUTO RECEIVABLES CORPORATION
TO THE PARTIES ON
THE ATTACHED SCHEDULE I
Re: First Investors Auto Receivables Corporation
Automobile Receivables Financing Facility/Supplemental
Conveyance No. [ ]
Ladies and Gentlemen:
Reference is made to Section 2.2 (b)(xiii)(x) of the Security Agreement
dated as of October 22, 1996, (as amended and supplemented, the "Agreement").
Capitalized terms used herein and not otherwise defined shall have the meaning
assigned to them in the Agreement. With respect to Supplemental Conveyance No. [
] ("Supplemental Conveyance") pursuant to the Agreement, the undersigned hereby
certifies that the UCC filings required pursuant to Section 2.1 of the Agreement
have been made as of the Addition Closing Date relating to such Supplemental
Conveyance.
Dated this [ ] day of [ ], [ ].
FIRST INVESTORS AUTO RECEIVABLES CORPORATION
By ______________________________
Authorized Officer
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SCHEDULE I
Bank of America, N.A.
100 North Tryon Street
Charlotte, North Carolina 28255
Attention: Global Asset Securitization
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
Moody's Investors Service
99 Church Street
New York, NY 10007
Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies,
Inc. 55 Water Street
New York, NY 10041
Wells Fargo Bank Minnesota, National Association
Wells Fargo Center
Sixth & Marquette
Minneapolis, MN 55479
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EXHIBIT N TO SECURITY AGREEMENT
CERTIFICATE OF
FIRST INVESTORS SERVICING CORPORATION
TO THE PARTIES ON THE
ATTACHED SCHEDULE I
Re: First Investors Auto Receivables Corporation
Automobile Receivables Financing Facility/Supplemental
Conveyance No. [ ]
Ladies and Gentlemen:
Reference is made to Section 2.2 (b)(v) of the Security Agreement dated as
of October 22, 1996, (as amended and supplemented, the "Agreement"). Capitalized
terms used herein and not otherwise defined shall have the meaning assigned to
them in the Agreement. All references herein to Additional Receivables shall
mean those Additional Receivables being funded pursuant to Supplemental
Conveyance No. [ ]. With respect to Supplemental Conveyance No. [ ]
("Supplemental Conveyance") pursuant to the Agreement, the undersigned, on
behalf of First Investors Servicing Corporation, hereby certifies:
1. After giving effect to the Additional Receivables, the sum of the Net
Investment and the Interest Component of Related Commercial Paper does not
exceed the Facility Limit, as evidenced by the following calculation:
[Calculation]
2. After giving effect to the Additional Receivables, the Net Investment
is not greater than the Noteholder's Percentage of the Borrowing Base, as
evidenced by the following calculation:
[Calculation]
3. After giving effect to the Additional Receivables, the amount on
deposit in the Reserve Account is at least equal the Required Reserve Account
Balance, as evidenced by the following calculation:
[Calculation]
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4. The weighted average original term to maturity of the Additional
Receivables are at least one month greater than the weighted average remaining
term to maturity of the Additional Receivables, as evidenced by the following
calculation:
[Calculation]
5. First Investors Servicing Corporation has caused its computer tapes and
computer records to be marked clearly and unambiguously to show that the Seller
has sold the Additional Receivables to the Debtor.
6. First Investors Servicing Corporation has delivered to the Collateral
Agent and Secured Parties (x) a computer file or microfiche list containing a
true and complete list of all Additional Receivables identified by account
number and by Principal Balance of such Additional Receivables as of the
Addition Cut-Off Date, or (y) a true and complete list of all Receivables,
including the Additional Receivables, identified by account number and by
Principal Balance as of the Addition Cut-Off Date.
Dated this [ ] day of [ ], [ ].
FIRST INVESTORS SERVICING CORPORATION
By__________________________
Authorized Officer
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SCHEDULE I
Bank of America, N.A.
100 North Tryon Street
Charlotte, North Carolina 28255
Attention: Global Asset Securitization
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
Wells Fargo Bank Minnesota, National Association
Wells Fargo Center
Sixth & Marquette
Minneapolis, MN 55479
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EXHIBIT O TO SECURITY AGREEMENT
CERTIFICATE OF
FIRST INVESTORS AUTO RECEIVABLES CORPORATION
TO THE PARTIES ON THE
ATTACHED SCHEDULE I
Re: First Investors Auto Receivables Corporation
Automobile Receivables Financing Facility/Supplemental
Conveyance No. [ ]
Ladies and Gentlemen:
Reference is made to Section 2.2 (b)(xiii)(y) of the Security Agreement
dated as of October 22, 1996, (as amended and supplemented, the "Agreement").
Capitalized terms used herein and not otherwise defined shall have the meaning
assigned to them in the Agreement. All references herein to Additional
Receivables shall mean those Additional Receivables being funded pursuant to
Supplemental Conveyance No. [ ]. With respect to Supplemental Conveyance No. [ ]
("Supplemental Conveyance") pursuant to the Agreement, the undersigned, on
behalf of First Investors Auto Receivables Corporation, hereby certifies:
1. First Investors Auto Receivables Corporation has clearly and
unambiguouslymarked (or caused to be marked) its general ledger and any computer
tapes or other records to show that an undivided interest in the Additional
Receivables has been pledged to the Collateral Agent;
2. None of a Termination Event, a Potential Termination Event or the
Termination Date has occurred or is continuing or would result from the funding
of the Additional Receivables on the Addition Closing Date, and no Amortization
Period is occurring or would result from the funding of the Additional
Receivables on the Addition Closing Date.
3. (x) The representations and warranties of the Debtor in the Security
Agreement, in the Note Purchase Agreement and in any other Transaction Document
are true and correct with respect to the Debtor, (y) each Receivable included in
the Borrowing Base is an Eligible Receivable as of the date of such Funding and
(z) no selection procedures adverse to the interests of the Secured Parties have
been utilized in selecting the Additional Receivables.
4. First Investors Auto Receivables Corporation has deposited in the
Reserve Account, or has given irrevocable instructions to the Company to
withhold from the proceeds of the current Funding and to deposit in the Reserve
Account, an amount equal to the amount necessary to cause
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the amount on deposit in the Reserve Account to at least equal to Required
Reserve Account Balance.
5. The Surety Bond is in full force and effect.
6. First Investors Auto Receivables Corporation has delivered on or prior
to the related Addition Cut-Off Date to the Collateral Agent the sole original,
executed Contracts evidencing the Receivables.
7. First Investors Auto Receivables Corporation has delivered or caused to
be delivered to the Collateral Agent on or prior to the related Addition Cut-Off
Date the documents described in Section 2.13 of the Servicing Agreement.
8. First Investors Auto Receivables Corporation has delivered or caused to
be delivered to the Collateral Agent an Interest Rate Cap relating to the
Additional Receivables (with a copy to the Secured Parties).
9. The conditions to Funding as set forth in Section 2.1(c) of the Note
Purchase Agreement have been satisfied.
10. First Investors Auto Receivables Corporation hereby grants grants to
the Collateral Agent, for the benefit of the Secured Parties, a security
interest in and continuing Lien on all of its right, title and interest in, to
and under (i) all Additional Receivables, which such Additional Receivables are
listed on Schedule I attached hereto, all monies due or to become due with
respect to the Additional Receivables, whether such amounts are considered
accounts, general intangibles or other property, and all monies, instruments,
securities or investments of any type or description on deposit in or credited
to the Collection Account at any time; (ii) the security interests in the
Financed Vehicles granted by Obligors pursuant to the related Additional
Receivables and any accessions thereto; (iii) any proceeds from claims on any
physical damage, credit life, credit disability, VSI Insurance or other
insurance policies covering Financed Vehicles or Obligors and any other
Liquidation Proceeds; (iv) any Interest Rate Cap, including the right to payment
under any such Interest Rate Cap or other hedging arrangement; and (v) the
proceeds of any and all of the foregoing.
Dated this [ ] day of [ ], [ ].
FIRST INVESTORS AUTO RECEIVABLES CORPORATION
By__________________________
Authorized Officer
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SCHEDULE I
Bank of America, N.A.
100 North Tryon Street
Charlotte, North Carolina 28255
Attention: Global Asset Securitization
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
Wells Fargo Bank Minnesota, National Association
Wells Fargo Center
Sixth & Marquette
Minneapolis, MN 55479
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