in its
entirety and substituting in lieu thereof the following new definition:
"Scheduled Termination Date" means November 26, 2007, or such later date to
which the Scheduled Termination Date may be extended by the Agent, the Borrower
and some or all of the Bank Investors, each in its sole discretion, pursuant to
Section 2.15 of the Loan Agreement.
(v)
deleting the definition of "Specified Reserve Account Requirement"
in its entirety and substituting in lieu thereof the following new definition:
"Specified Reserve Account Requirement" means, (x) with respect to any
Remittance Date other than a Remittance Date described in clause (y) below and
on the Facility Termination Date, the product of 2% and the Net Investment as of
the last day of the related Collection Period (after giving effect to any Loans
made on such date and any reductions in the Net Investment made on such date);
provided, however, that following the occurrence of a Reserve Account Event, and
for so long as such Reserve Account Event is continuing, the Specified Reserve
Account Requirement shall be equal to the product of 4% and the Net Investment
as of the last day of the related Collection Period (after giving effect to any
Loans made on such date and any reductions of the Net Investment made on such
date) and (y) with respect to any Remittance Date after a Take-Out has occurred
and on which no Loans are outstanding as of the close of business on such
Remittance Date, zero.
SECTION 2.
EFFECTIVENESS AND EFFECT.
This Amendment shall become effective as of the date (the "Effective Date") that
each of the following conditions precedent shall have been satisfied:
(A)
(I) THIS AMENDMENT, (II) AMENDMENT NO. 1 TO THE CUSTODIAN/TRUSTEE
AGREEMENT, DATED AS OF THE DATE HEREOF, AND (III) AMENDMENT NO. 3 TO THE
LIQUIDITY ASSET PURCHASE AGREEMENT, DATED AS OF THE DATE HEREOF, SHALL HAVE BEEN
EXECUTED AND DELIVERED BY A DULY AUTHORIZED OFFICER OF EACH PARTY THERETO.
(B)
THE BORROWER SHALL BE IN COMPLIANCE WITH EACH OF ITS COVENANTS SET FORTH
HEREIN AND EACH OF THE OPERATIVE DOCUMENTS TO WHICH IT IS A PARTY.
(C)
NO EVENT HAS OCCURRED WHICH CONSTITUTES A FACILITY TERMINATION EVENT OR A
POTENTIAL FACILITY TERMINATION EVENT AND THE FACILITY TERMINATION DATE SHALL NOT
HAVE OCCURRED.
SECTION 3.
REFERENCE TO AND EFFECT ON THE AGREEMENT AND THE RELATED
DOCUMENTS.
(A)
UPON THE EFFECTIVENESS OF THIS AMENDMENT, (I) THE BORROWER HEREBY
REAFFIRMS ALL REPRESENTATIONS AND WARRANTIES MADE BY IT IN ARTICLE III OF THE
AGREEMENT (AS AMENDED HEREBY) AND AGREES THAT ALL SUCH REPRESENTATIONS AND
WARRANTIES SHALL BE DEEMED TO HAVE BEEN RESTATED AS OF THE EFFECTIVE DATE OF
THIS AMENDMENT, (II) THE BORROWER HEREBY REPRESENTS AND WARRANTS THAT NO
FACILITY TERMINATION EVENT OR POTENTIAL FACILITY TERMINATION EVENT SHALL HAVE
OCCURRED AND BE CONTINUING AND (III) EACH REFERENCE IN THE AGREEMENT TO "THIS
AGREEMENT", "HEREUNDER", "HEREOF", "HEREIN" OR WORDS OF LIKE IMPORT SHALL MEAN
AND BE, AND ANY REFERENCES TO THE AGREEMENT IN ANY OTHER DOCUMENT, INSTRUMENT OR