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2. Closing Fee. The Issuer hereby covenants and agrees, upon notice to theFunding Agent that a period has been selected during which theIncreased Amount shall apply, or in any event on or before November 6,2008, to pay to Venus FundingCorporation a closing fee in the amount of $48,450.3. Conditions Precedent. This Amendment No. 3 shall becomeeffective as of thedate hereof when the Funding Agent shall have received an originalcounterpart (orcounterparts) of this Amendment No. 3 executed and delivered byeach of the parties hereto, or other evidence satisfactory to theFunding Agent of the execution and delivery of this Amendment No. 3 bysuch parties.4. Reaffirmation of Covenants, Representations and Warranties.Upon theeffectiveness of this Amendment No. 3, each of the Issuer and theServicer herebyreaffirms all covenants, representations and warranties made inthe Agreements andagrees that all such covenants, representations and warrantiesshall be deemed to havebeen remade as of the effective date of this Amendment No. 3(except for suchrepresentations and warranties that are limited by their terms to anearlier date, in which case such representations and warranties shallspeak of such date).5. Representations and Warranties. Each of the Issuer andthe Servicer herebyrepresents and warrants that (i) this Amendment No. 3 constitutes alegal, valid andbinding obligation of such Person, enforceable against it inaccordance with its terms, and (ii) upon the effectiveness of thisAmendment No. 3, no Event of Default shall exist under the Agreements.6. Effect of Amendment. Except as expressly amended andmodified by thisAmendment No. 3, all provisions of the Agreements shall remain in full force and effect.After this Amendment No. 3 becomes effective, all references in each of the Agreementsto “this Agreement”, “hereof’, “herein”, or words of similar effect referring to suchAgreement shall be deemed to be references to the applicable Agreement as amended bythis Amendment No. 3. This Amendment No. 3 shall not be deemed to expressly orimpliedly waive, amend or supplement any provision of the Agreements other than as setforth herein.7. Counterparts. This Amendment No. 3 may be executed in any 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. 3 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 Amendment No.3 are insertedfor convenience only and shall not affect the meaning or interpretationof thisAmendment No. 3 or the Agreements or any provision hereof or thereof.     IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to beexecuted by their respective officers thereunto duly authorized, as of thedate first above written.
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         COFINA FUNDING, LLC           By:              Name:              Title:                    COFINA FINANCIAL, LLC           By:              Name:              Title:           
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         VENUS FUNDING CORPORATION           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:           
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