3. Conditions Precedent. This Amendment No. 2 shall becomeeffective as of thedate hereof when the Funding Agent shall have received an originalcounterpart (orcounterparts) of this Amendment No. 2 executed and delivered byeach of the parties hereto, or other evidence satisfactory to theFunding Agent of the execution and delivery of this Amendment No. 2 bysuch parties.4. Reaffirmation of Covenants Representations andWarranties. Upon theeffectiveness of this Amendment No. 2- each of the Issuer and theServicer herebyreaffirms all covenants. representations and warranties made in theAgreements andagrees that all such covenants, representations and warranties shall bedeemed to havebeen remade as of the effective date of’ this Amendment No. 2 (exceptfor suchrepresentations and warranties that are limited by their terms toan earlier date. in which case such representations and warranties shallspeak such date).5. Representations and Warranties. Each of the Issuer andthe. Servicer herebyrepresents and warrants that (i) this Amendment No. 2 constitutes alegal. valid andbinding obligation of such Person. enforceable against it inaccordance with its terms. and(ii) upon the effectiveness of this Amendment No. 2. no Event ofDefault shall existunder the Agreements.6. Effect of Amendment. Except as expressly amended andmodified by thisAmendment No. 2, all provisions of the Agreements shall remain infull force and  effect.After this Amendment No. 2 becomes effective, Al references in eachof the Agreementsto this Agreement”, “hereof”. “herein”, or words of Similar effectreferring to suchAgreement shall be deemed to be references to the applicableAgreement as amended bythis Amendment No. 2. This Amendment No. 2 shall not be deemed toexpressly orimpliedly waive, amend or Supplement any provision of theAgreements other than as setEarth herein.7. Counterparts. This Amendment. No. 2 may be executed inany number ofcounterparts and by different parties on separate counterparts, andeach counterpart shall be deemed to be an original, and all suchcounterparts shall together constitute but one and the same instrument.8. Governing Law. This Amendment No. 2 shall be governedby, and construed inaccordance with the law of the State of New York (without referenceto its conflict of lawprovisions other than Section 5-1401 of the New York GeneralObligations Law).9. Section Headings. The various headings of this AmendmentNo. 2 are insertedfor convenience only and shall not affect the meaning orinterpretation of IbisAmendment No. 2 or the Agreements or any provision hereof orthereof     IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 tobe executed by their respective officers thereunto duly authorized. as ofthe date first above written.         COFINA FUNDING, LLC           By:              Name:              Title:           
 

 
         COFINA FINANCIAL, LLC           By:             Name:             Title:                    U.S. BANK NATIONAL ASSOCIATION,           as Trustee and Custodian           By:             Name:             Title:                    BANK HAPOALIM B.M.           By:             Name:             Title:                    By:             Name:             Title: