(b) Bosco and the Servicer shall have executed this Second Amendment and shall havereceived a counterpart to this Second Amendment;(c) Bosco and the Servicer shall have delivered such other agreements, documents andinstruments as Administrative Agent may otherwise require, all of which shall be in form andsubstance satisfactory to Administrative Agent and its legal counsel;(d) Bosco shall have reimbursed Administrative Agent and Servicer for all reasonable legal andother fees incurred by Administrative Agent and Servicer in connection with the preparation of thisSecond Amendment; and(e) All proceedings taken in connection with the transactions contemplated by this SecondAmendment and all documents, instruments and other legal matters incident thereto shall besatisfactory to Administrative Agent and its counsel.4. Representations and Warranties. Each of Bosco and the Servicer represents andwarrants as follows:(a) The execution, delivery and performance by each of Bosco and the Servicer of this SecondAmendment and the performance by each of Bosco and the Servicer of the Amended Loan ServicingAgreement have been duly authorized by all necessary action by each of Bosco and the Servicer, andeach of Bosco and the Servicer have all requisite power, authority and legal right to execute,deliver and perform this Second Amendment and to perform the Amended Loan Servicing Agreement.(b) This Second Amendment and the Amended Loan Servicing Agreement are the legal, valid andbinding obligations of each of Bosco and the Servicer, enforceable against each of Bosco and theServicer in accordance with the terms thereof, except as enforcement may be limited by equitableprinciples (regardless of whether enforcement is sought in equity or at law) or by bankruptcy,insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rightsgenerally.(c) The representations and warranties contained in Section 6 of the Amended Loan ServicingAgreement are correct after giving effect to this Second Amendment on and as of the SecondAmendment Effective Date as though made on and as of the Second Amendment Effective Date (except tothe extent such representations and warranties expressly relate to an earlier date.(d) As of the date of this Second Amendment, it does not have, and hereby waives, remises andreleases any claims or causes of action of any kind against the Administrative Agent, any Lender orany of their officers, directors, employees, agents, attorneys, or representatives, or against anyof their respective predecessors, successors, or assigns relating in any way to any event,circumstance, action, or omission relative to any of the Loan Documents or any transactioncontemplated thereby, from the beginning of time through the date of this Second Amendment.
 
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5. Reference to and Effect on Loan Documents.(a) Upon the effectiveness of this Second Amendment pursuant to Section 3 hereof, on and afterthe Second Amendment Effective Date, each reference to the Loan Servicing Agreement or the otherLoan Documents shall mean and be a reference to the Loan Servicing Agreement and the other LoanDocuments, respectively, as amended hereby.(b) The execution, delivery and effectiveness of this Second Amendment shall not, except asexpressly provided herein, operate as a waiver of any right, power or remedy of the AdministrativeAgent or the Lenders nor constitute a waiver of any provision of any of the Loan Documents, or anyother documents, instruments and agreements executed and/or delivered in connection therewith.6. Miscellaneous.(a) Continued Effectiveness of the Loan Servicing Agreement. Except as otherwiseexpressly provided herein, the Loan Servicing Agreement, as amended hereby, and the other LoanDocuments are, and shall continue to be, in full force and effect and are hereby ratified andconfirmed in all respects, except that on and after the Second Amendment Effective Date allreferences in the other Loan Documents to the “Loan Servicing Agreement”, “thereto”, “thereof”,“thereunder” or words of like import referring to the Loan Servicing Agreement shall mean theAmended Loan Servicing Agreement.(b) Counterparts. This Second Amendment may be executed in any number of counterpartsand by different parties hereto in separate counterparts, each of which shall be deemed to be anoriginal, but all of which taken together shall constitute one and the same agreement. Delivery ofan executed counterpart of this Second Amendment by facsimile or electronic mail shall be equallyas effective as delivery of an original executed counterpart of this Second Amendment.(c) Headings. Section headings herein are included for convenience of reference onlyand shall not constitute a part of this Second Amendment for any other purpose.(d) Costs and Expenses. Bosco agrees to pay on demand all reasonable fees, costs andexpenses (including reasonable legal fees and expenses) of the Administrative Agent, Servicer andthe Lenders in connection with the preparation, execution and delivery of this Second Amendment.(e) Amendment as Loan Document. Bosco and the Servicer hereby acknowledge and agreethat this Second Amendment constitutes a “Loan Document” under the Loan Agreement. Accordingly, itshall be an Event of Default under the Loan Agreement if any representation or warranty made byBosco or the Servicer under or in connection with this Second Amendment shall have been untrue,false or misleading in any material respect when made.
 
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(f) Governing Law. This Second Amendment shall be governed by the laws of the State ofNew York.(g) Waiver of Jury Trial. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVERIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SECONDAMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.[Remainder of this Page Intentionally Left Blank.]
 
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed anddelivered as of the date first above written.      FRANKLIN CREDIT MANAGEMENT CORPORATION