2.8 Section 2.23.5 of the Loan Servicing Agreement is amended by deleting “Section 2.24.5”where it appears on the third line from the bottom of the Section and substituting “Section2.23.5”.     3. Conditions to Effectiveness. The effectiveness of this Amendment is subject to thefulfillment, in a manner satisfactory to the Agent, of each of the following conditions precedent(the date such conditions are fulfilled or waived by the Agent is hereinafter referred to as the“Amendment Effective Date”):          (a) The representations and warranties of the Servicer and Bosco set forth herein, inSection 6 of the Loan Servicing Agreement and in each other Loan Document and certificate or otherwriting delivered to the Agent pursuant hereto on or prior to the Amendment Effective Date shall becorrect in all material respects after giving effect to this Amendment on and as of the AmendmentEffective Date as though made on and as of such date (except to the extent such representations andwarranties expressly relate to an earlier date), and following the execution of this Amendment, noDefault or Event of Default shall have occurred and be continuing on the Amendment Effective Dateor would result from this Amendment becoming effective in accordance with its terms;          (b) Bosco and the Servicer shall have executed this Amendment and shall have received acounterpart to this Amendment;          (c) Bosco and the Servicer shall have delivered such other agreements, documents andinstruments as Administrative Agent may otherwise require, all of which shall be in form andsubstance satisfactory to Agent and its legal counsel;          (d) Bosco shall have reimbursed Administrative Agent for all legal and other fees incurred byAgent in connection with the preparation of this Amendment; and          (e) All proceedings taken in connection with the transactions contemplated by this Amendmentand all documents, instruments and other legal matters incident thereto shall be satisfactory toAdministrative Agent and its counsel.     4. Representations and Warranties. Each of Bosco and the Servicer represents andwarrants as follows:          (a) The execution, delivery and performance by each of Bosco and the Servicer of thisAmendment and the performance by each of Bosco and the Servicer of the Amended Loan ServicingAgreement have been duly authorized by all necessary action by each of Bosco and the Servicer, andeach of Bosco and the Servicer have all requisite power, authority and legal right to execute,deliver and perform this Amendment and to perform the Amended Loan Servicing Agreement.          (b) This Amendment and the Amended Loan Servicing Agreement are the legal, valid and bindingobligations of each of Bosco and the Servicer, enforceable against eachof Bosco and the Servicer in accordance with the terms thereof, except as enforcement may belimited by equitable principles (regardless of whether enforcement is sought in equity or at law)
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or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limitingcreditors’ rights generally.          (c) The representations and warranties contained in Section 6 of the Amended Loan ServicingAgreement are correct after giving effect to this Amendment on and as of the Amendment EffectiveDate as though made on and as of the Amendment Effective Date (except to the extent suchrepresentations and warranties expressly relate to an earlier date.          (d) As of the date of this Amendment, it does not have, and hereby waives, remises andreleases any claims or causes of action of any kind against the Agent, any Lender or any of theirofficers, directors, employees, agents, attorneys, or representatives, or against any of theirrespective predecessors, successors, or assigns relating in any way to any event, circumstance,action, or omission relative to any of the Loan Documents or any transaction contemplated thereby,from the beginning of time through the date of this Amendment.     5. Reference to and Effect on Loan Documents.          (a) Upon the effectiveness of this Amendment pursuant to Section 3 hereof, on and after theAmendment Effective Date, each reference to the Loan Servicing Agreement or the other LoanDocuments shall mean and be a reference to the Loan Servicing Agreement and the other LoanDocuments, respectively, as amended hereby.          (b) The execution, delivery and effectiveness of this Amendment shall not, except as expresslyprovided herein, operate as a waiver of any right, power or remedy of the Administrative Agent orthe Lenders nor constitute a waiver of any provision of any of the Loan Documents, or any otherdocuments, instruments and agreements executed and/or delivered in connection therewith.     6. Miscellaneous.          (a) Continued Effectiveness of the Loan Servicing Agreement. Except as otherwiseexpressly provided herein, the Loan Servicing Agreement, as amended hereby, and the other LoanDocuments are, and shall continue to be, in full force and effect and are hereby ratified andconfirmed in all respects, except that on and after the Amendment Effective Date all references inthe other Loan Documents to the “Loan Servicing Agreement”, “thereto”, “thereof”, “thereunder” orwords of like import referring to the Loan Servicing Agreement shall mean the Amended LoanServicing Agreement.          (b) Counterparts. This Amendment may be executed in any number of counterparts and bydifferent parties hereto in separate counterparts, each of which shall be deemed to be an original,but all of which taken together shall constitute one and the same agreement. Delivery of anexecuted counterpart of this Amendment by facsimile or electronic mail shall be equally aseffective as delivery of an original executed counterpart of this Amendment.          (c) Headings. Section headings herein are included for convenience of reference onlyand shall not constitute a part of this Amendment for any other purpose.
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          (d) Costs and Expenses. Bosco agrees to pay on demand all reasonable fees, costs andexpenses of the Agent and the Lenders in connection with the preparation, execution and delivery ofthis Amendment.          (e) Amendment as Loan Document. Bosco and the Servicer hereby acknowledge and agreethat this Amendment constitutes a “Loan Document” under the Loan Agreement. Accordingly, it shallbe an Event of Default under the Loan Agreement if any representation or warranty made by Bosco orthe Servicer under or in connection with this Amendment shall have been untrue, false or misleadingin any material respect when made.          (f) Governing Law. This Amendment shall be governed by the laws of the State of NewYork.          (g) Waiver of Jury Trial. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE THEIRRESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THISAMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.[Remainder of this Page Intentionally Left Blank.]
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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and deliveredas of the date first above written.      FRANKLIN CREDIT MANAGEMENT CORPORATION