of this Amendment. executed and delivered by each of the parties hereto. orother evidencesatisfactory to the Funding Agent of the execution and delivery of thisAmendment by suchparties.          4. Reaffirmation of Covenants. Representations and Warranties. Upontheeffectiveness of this Amendment, each of the Issuer and the Servicer herebyreaffirms allcovenants, representations and warranties made in the Agreements and agreesthat all suchcovenants, representations and warranties shall be deemed to have beenremade as of theeffective date of this Amendment (except for such representations andwarranties that are limitedby their terms to an earlier date, in which case such representations andwarranties shall speak ofsuch date).          5. Representations and Warranties. Each of the Issuer and the Servicerhereby represents and warrants that (1) this Amendment constitutes a legal.valid and binding obligation of such Person, enforceable against it inaccordance with its terms, and (ii) upon the effectiveness of thisAmendment, no Event of Default shall exist under the Agreements.          6. Effect of Amendment. Except as expressly amended and modified bythisAmendment. all provisions of the Agreements shall remain in full force andeffect. After thisAmendment becomes effective, all references in each of the Agreements to“this Agreement”.“hereof”. “herein”, or words of similar effect referring to such Agreementshall be deemed to bereferences to the applicable Agreement as amended by this Amendment. ThisAmendment shallnot be deemed to expressly or impliedly waive. amend or supplement anyprovision of the Agreements other than as set forth herein.          7. Counterparts. This Amendment may be executed in any number ofcounterparts and by different parties on separate counterparts. and eachcounterpart shall bedeemed to be an original, and all such counterparts shall togetherconstitute but one and the sameinstrument.          8. Governing Law. This Amendment shall be governed by, and construedinaccordance with the law of the State of New York (without reference to itsconflict of law provisions other than Section 5-1401 of the New YorkGeneral Obligations Law).          9. Section Headings. The various headings of this Amendment areinsertedfor convenience only and shall not affect the meaning or interpretation ofthis Amendment, or the Agreements or any provision hereof or thereof.          10. Authorization/Direction. Pursuant to the Indenture, the Issuer herebyauthorizes and directs the Trustee to authenticate that certain Cotina Variable Funding Asset-Backed Note, Series 2005-B, dated as of the date hereof, in the initial face amount of$306,000,000.00 and deliver the same to the Funding Agent.
 

 
     IN WITNESS WHEREOF, the parties have caused this Amendment to beexecuted by their respective officers thereunto duly authorized, as of thedate 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: