4. Section 5.4(c)(iii)(9) of the Indenture is hereby amended in its entirety to read asfollows:(9) First, to each Interest Rate Hedge Provider on a pro rata basis (based onamounts then due and payable under all Interest Rate Hedge Agreements), allremaining amounts then due and payable under the related Interest Rate HedgeAgreement (after giving effect to clause (5) above), if any, and, second, to asubaccount of the Spread Maintenance Account, an amount equal to the mark-to-marketexposure under all Interest Rate Hedge Agreements at such time.          5. Section 5.3(c) of the Indenture is hereby amended to add a new clause (iv) thereto:(iv) Any amounts on deposit in the Spread Maintenance Account pursuant to Section5.4(c)(iii)(9) shall be withdrawn from the Spread Maintenance Account by the Trusteeand applied to amounts otherwise payable under Section 5.4(c)(iii)(9) to the extentamounts are not otherwise available therefor in accordance with the priority ofpayments on the applicable Settlement Date.          6. Section 5.3(b), Section 5.3(c), Section 5.3(d) and Section 5.3(e) of the Indenture arehereby amended to delete the phrase “in the State of New York or in the city in which the CorporateTrust Office is located,” in each such Section.          7. Conditions Precedent. This Amendment shall become effective as of the date hereofwhen the Funding Agent shall have received an original counterpart (or counterparts) of thisAmendment, executed and delivered by each of the parties hereto, or other evidence satisfactory tothe Funding Agent of the execution and delivery of this Amendment by such parties.          8. Reaffirmation of Covenants, Representations and Warranties. Upon the effectivenessof this Amendment, each of the Issuer, the Servicer and the Guarantor hereby reaffirms allcovenants, representations and warranties made in the Agreements and agrees that all suchcovenants, representations and warranties shall be deemed to have been remade as of the effectivedate of this Amendment (except for such representations and warranties that are limited by theirterms to an earlier date, in which case such representations and warranties shall speak of suchdate).          9. Representations and Warranties. Each of the Issuer, the Servicer and the Guarantorhereby represents and warrants that (i) this Amendment constitutes a legal, valid and bindingobligation of such Person, enforceable against it in accordance with its terms, and (ii) upon theeffectiveness of this Amendment, no Event of Default shall exist under the Agreements.          10. Effect of Amendment. Except as expressly amended and modified by this Amendment,all provisions of the Agreements shall remain in full force and effect. After this Amendmentbecomes effective, all references in each of the Agreements to “this Agreement”, “hereof”,“herein”, or words of similar effect referring to such Agreement shall be deemed to be referencesto the applicable Agreement as amended by this Amendment. This Amendment shall
 

 
not be deemed to expressly or impliedly waive, amend or supplement any provision of theAgreements other than as set forth herein.          11. 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.          12. Governing Law. This Amendment shall be governed by, and construed in accordancewith the law of the State of New York (without reference to its conflict of law provisions otherthan Section 5-1401 of the New York General Obligations Law).          13. Section Headings. The various headings of this Amendment are inserted forconvenience only and shall not affect the meaning or interpretation of this Amendment, or theAgreements 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.      COFINA FUNDING, LLC