an interest rate equal to 2.00% per annum above the Base Rate
in effect on such day.
(ii)
deleting clause (kk) from the definition of "Eligible Account" in
its entirety and substituting in lieu thereof the following new clause (kk) to
the definition Eligible Account:
"(kk)
with respect to which, if such Account is an Adjustable Rate
Account, then (i) the related Account Note evidences an Account having fully
amortizing monthly payments with no negative amortization, (ii) such Account
shall provide (A) for periodic rate adjustments (caps) of no less than 1.0% and
(B) the margin over the applicable index shall not be subject to any decrease
and (C) for a lifetime interest rate cap of no less than 6.0% higher than the
initial interest rate, (iii) such Account was not a Resale Account at the time
such loan was acquired or originated by WMC and (iv) the Principal Balance
thereof together with the aggregate Principal Balance of all other Adjustable
Rate Accounts may not exceed 5% of the Borrowing Base;.
(iii)
deleting the definition of "Scheduled Termination Date" in its
entirety and substituting in lieu thereof the following new definition:
"Scheduled Termination Date" means October 23, 2008, 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.
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) THE AMENDED AND RESTATED FEE LETTER, DATED AS OF
THE DATE HEREOF, AND (III) AMENDMENT NO. 4 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.
2
(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
AGREEMENT EXECUTED AND/OR DELIVERED IN CONNECTION WITH THE AGREEMENT SHALL