appointed to the board of directors of TRM), each of the Administrative Agent, the LiquidityAgent and the Lender hereby approves such Change in Control and this Amendment shall be deemed toconstitute written approval by the Administrative Agent, the Liquidity Agent and the Lender of suchChange in Control for purposes of Section 9.01(i) of the Agreement.          4. Conditions to Effectiveness. This Amendment shall become effective on the date(the “Effective Date”) when the Administrative Agent shall have received counterparts ofthis Amendment, duly executed by all parties hereto.          5. Representations and Warranties. Each of Borrower, TRM ATM and Servicer representsand warrants to the other parties hereto that (a) each of the representations and warranties ofsuch Person set forth in the Agreement is true and correct as of the date of the execution anddelivery of this Amendment by such Person, with the same effect as if made on such date, (b) theexecution and delivery by such Person of this Amendment and the performance by such Person of itsobligations under the Agreement, as amended hereby (as so amended, the “AmendedAgreement”), (i) are within the powers of such Person, (ii) have been duly authorized by allnecessary action on the part of such Person, (iii) have received all necessary governmentalapproval and (iv) do not and will not contravene or conflict with (A) any provision of law or thecertificate of incorporation or by-laws or other organizational documents of such Person or (B) anyagreement, judgment, injunction, order, decree or other instrument binding on such Person and (c)the Amended Agreement is the legal, valid and binding obligation of such Person enforceable againstsuch Person in accordance with its terms.          6. Effect of Amendment. Except as expressly amended and modified by this Amendment,all provisions of the Agreement shall remain in full force and effect. After this Amendmentbecomes effective, all references in the Agreement to “this Agreement,” “hereof,” “herein” or wordsof similar effect referring to the Agreement shall be deemed to be references to the Agreement asamended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive,amend or supplement any provision of the Agreement other than as set forth herein.          7. Counterparts. This Amendment may be executed in any number of counterparts and bydifferent parties on separate counterparts, and each counterpart shall be deemed to be an original,and all such counterparts shall together constitute but one and the same instrument.          8. Governing Law. This Amendment shall be governed by, and construed in accordancewith, the law of the State of New York without regard to any otherwise applicable principles ofconflict of laws.          9. Section Headings. The various headings of this Amendment are inserted forconvenience only and shall not affect the meaning or interpretation of this Amendment, theAgreement or any provision hereof or thereof.
 

 
     **IN WITNESS WHEREOF**, the parties have caused this Amendment to be executed by their respectiveofficers thereunto duly authorized, as of the date first above written.         **TRM INVENTORY FUNDING TRUST**           By: Wilmington Trust Company, not in its