subject
to the Georgia Fair Lending Act; and (iv) is not subject to the provisions of
the Home Ownership and Equity Protection Act of 1994, as amended, nor is such
Account a "high cost" or "predatory" Account under any federal, state or local
laws or regulations;"
and (ii) deleting clause (jj) therein in its entirety.
(E)
THE DEFINITION OF "FACILITY LIMIT" IN ANNEX
A IS AMENDED BY DELETING THE REFERENCE TO "$400,000,000" THEREIN AND REPLACING
IT WITH "$200,000,000."
(F)
THE DEFINITION OF "MAXIMUM NET
INVESTMENT" IN ANNEX A IS AMENDED BY DELETING THE REFERENCE TO "$400,000,000"
THEREIN
AND REPLACING IT WITH "$200,000,000."
(G)
THE DEFINITION OF "SCHEDULED TERMINATION
DATE" IN ANNEX A IS AMENDED BY DELETING THE REFERENCE TO "APRIL 29, 2005"
THEREIN AND REPLACING IT WITH "JANUARY 31, 2006."
SECTION 2.
CONDITIONS PRECEDENT.
THIS AMENDMENT
SHALL BECOME EFFECTIVE, AS OF THE DATE HEREOF, ON THE DATE ON WHICH THE
FOLLOWING CONDITIONS PRECEDENT SHALL HAVE BEEN FULFILLED:
(A)
THIS AMENDMENT. EACH MANAGING AGENT SHALL
HAVE RECEIVED COUNTERPARTS OF THIS AMENDMENT, DULY EXECUTED BY EACH OF THE
PARTIES HERETO.
(B)
VARIABLE FUNDING NOTES.
EACH MANAGING AGENT
SHALL SURRENDER ITS VARIABLE FUNDING NOTE IN EXCHANGE FOR A NEW VARIABLE FUNDING
NOTE REFLECTING THE AMENDED GROUP COMMITMENT FOR THE RELATED GROUP.
(C)
ADDITIONAL DOCUMENTS. EACH MANAGING AGENT
SHALL HAVE RECEIVED ALL ADDITIONAL APPROVALS, CERTIFICATES, DOCUMENTS,
INSTRUMENTS AND ITEMS OF INFORMATION AS EACH MANAGING AGENT MAY REASONABLY
REQUEST AND ALL OF THE FOREGOING SHALL BE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO EACH MANAGING AGENT.
(D)
LEGAL MATTERS.
ALL INSTRUMENTS AND LEGAL
AND CORPORATE PROCEEDINGS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THIS AMENDMENT SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO EACH MANAGING
AGENT AND EACH MANAGING AGENT'S COUNSEL AND THE
2
FEES AND EXPENSES OF COUNSEL TO EACH MANAGING AGENT INCURRED IN CONNECTION WITH
THE EXECUTION OF THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL
HAVE BEEN PAID IN FULL.
SECTION 3.
SEVERABILITY OF PROVISIONS.
ANY
PROVISION OF THIS AMENDMENT WHICH IS 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 OR AFFECTING THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION
IN ANY OTHER JURISDICTION.
SECTION 4.
CAPTIONS.
THE CAPTIONS IN THIS
AMENDMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT DEFINE OR LIMIT
ANY OF THE TERMS OR PROVISIONS HEREOF.
SECTION 5.
AGREEMENT TO REMAIN IN FULL FORCE AND
EFFECT.
EXCEPT AS AMENDED HEREBY, THE LOAN AGREEMENT SHALL REMAIN IN FULL FORCE
AND EFFECT AND IS HEREBY RATIFIED, ADOPTED AND CONFIRMED IN ALL RESPECTS.
ALL
REFERENCES IN THE LOAN AGREEMENT TO "HEREIN," OR WORDS OF LIKE IMPORT, AND ALL
REFERENCES TO THE LOAN AGREEMENT IN ANY AGREEMENT OR DOCUMENT SHALL HEREAFTER BE
DEEMED TO REFER TO THE LOAN AGREEMENT AS AMENDED HEREBY.
SECTION 6.
GOVERNING LAW.
EXCEPT WITH RESPECT TO
SECTION 8 AND ANY OTHER SECTIONS HEREIN TO THE EXTENT THAT THEY AFFECT THE TRUST
AGREEMENT, WHICH SECTIONS SHALL BE GOVERNED BY