SECTION 2. Conditions to Effectiveness.This Amendment shall become effective as of November 21, 2008, provided that the FacilityTermination Date or a Termination Event or Unmatured Termination Event has not occurred and subjectto the condition precedent that the Administrator shall have received the following, each dulyexecuted and dated as of the date hereof (or such other date satisfactory to the Administrator), inform and substance satisfactory to the Administrator:(a) counterparts of this Amendment (whether by facsimile or otherwise) executed by eachof the parties hereto; and(b) such other documents and instruments as the Administrator may reasonably request.SECTION 3. Representations and Warranties; Covenants.Each of the Seller, the Servicer and each Sub-Servicer, as applicable, hereby represents andwarrants to the Issuer and the Administrator as follows:(a) Representations and Warranties. The representations and warrantiescontained in Exhibit III of the Agreement are true and correct as of the date hereof(unless stated to relate solely to an earlier date, in which case such representations orwarranties were true and correct as of such earlier date).(b) Enforceability. The execution and delivery by each of the Seller, theServicer and each Sub-Servicer of this Amendment, and the performance of each of itsobligations under this Amendment and the Agreement, as amended hereby, are within each ofits organizational powers and have been duly authorized by all necessary action on each ofits parts. This Amendment and the Agreement, as amended hereby, are each of the Seller’s,the Servicer’s and each Sub-Servicer’s valid and legally binding obligations, enforceable inaccordance with its terms.(c) No Default. Immediately after giving effect to this Amendment and thetransactions contemplated hereby, no Termination Event or Unmatured Termination Event existsor shall exist.SECTION 4. Effect of Amendment; Ratification. Except as specifically amended hereby,the Agreement is hereby ratified and confirmed in all respects, and all of its provisions shallremain in full force and effect. After this Amendment becomes effective, all references in theAgreement (or in any other Transaction Document) to “the Receivables Purchase Agreement”, “thisAgreement”, “hereof”, “herein”, or words of similar effect, in each case referring to theAgreement, shall be deemed to be references to the Agreement as amended hereby. This Amendmentshall not be deemed to expressly or impliedly waive, amend, or supplement any provision of theAgreement other than as specifically set forth herein.SECTION 5. Counterparts. This Amendment may be executed in any number ofcounterparts and by different parties on separate counterparts, and each counterpart shall bedeemed to be an original, and all such counterparts shall together constitute but one and thesame instrument.
 
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SECTION 6. Governing Law. This Amendment shall be governed by, and construed inaccordance with, the internal laws of the State of New York without regard to any otherwiseapplicable conflicts of law principles (other than Sections 5-1401 and 5-1402 of the New YorkGeneral Obligations Laws).SECTION 7. Section Headings. The various headings of this Amendment are inserted forconvenience only and shall not affect the meaning or interpretation of this Amendment or theAgreement or any provision hereof or thereof.SECTION 8. Successors and Assigns. This Amendment shall be binding upon and shallinure to the benefit of the parties hereto and their respective successors and assigns.*[SIGNATURE PAGES TO FOLLOW]*
 
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first writtenabove.           CSS FUNDING LLC             By:                 Name:                 Title:                        CSS INDUSTRIES, INC.             By:                 Name:                 Title:             
 
 

 
           BERWICK OFFRAY LLC(f/k/a Berwick Industries LLC),