FIRST AMENDMENT TO LOAN SERVICING
AGREEMENT
FIRST AMENDMENT,
dated as of February 27, 2009 (this “Amendment”),
to the Loan Servicing Agreement, dated as of May 28, 2008 (the
“Loan Servicing Agreement”), by and among, on the one
hand, Bosco Credit LLC (“Bosco”), as owner, and
Franklin Credit Management Corporation, as servicer (the
“Servicer”).
WHEREAS, the Bosco
and the Servicer desire to amend the Loan Servicing Agreement in
accordance with the terms hereof.
NOW THEREFORE, in
consideration of the premises and other good and valuable
consideration, the parties hereto hereby agree as
follows:
1.
Definitions . Any capitalized term used herein and not
defined shall have the meaning assigned to it in the Loan Servicing
Agreement, as amended by this Amendment (the Loan Servicing
Agreement as amended by this Amendment being called the
“Amended Loan Servicing Agreement”) or the Loan
Agreement, dated as of May 28, 2008 (the “Loan
Agreement”), among the Borrowers, the Lenders party thereto,
the Administrative Agent, and First City Servicing Corporation, as
Surveillance Agent, as amended.
2.
Amendments . Effective on the Amendment Effective Date (as
defined below) and subject to the satisfaction of the conditions
precedent set forth in Section 3 below, the parties hereto
agree as follows:
2.1 The definition
of “ CPI Adjustment ” is amended by deleting the
square brackets surrounding September in the second and third lines
of the definition.
2.2 The definition
of “ Servicing Advances ” is amended by deleting
subsections (d) and (e) and substituting the following
therefor:
“(d)
compliance with the obligations under Section 2.7, 2.9, 2.10,
2.12., 2.13, 2.14 and 2.15, and (e) other expenses that are
the responsibility of the Owner under
Section 2.23.”
2.3
Section 2.9 of the Loan Servicing Agreement is amended by
deleting “Section 2.11” where it appears on the
second line and substituting
“Section 2.10”.
2.4
Section 2.10 of the Loan Servicing Agreement is amended by
deleting “Section 2.10” where it appears on the
fifth, sixth and seventh lines and , in each case, substituting
“Section 2.9”.
2.5
Section 2.11 of the Loan Servicing Agreement is amended by
deleting “Section 2.12” where it appears on the
twelfth line and substituting
“Section 2.11”.
2.6
Section 2.21.5 of the Loan Servicing Agreement is amended by
deleting “Section 2.22” where it appears on the
first line and substituting
“Section 2.21”.
2.7
Section 2.22.1 of the Loan Servicing Agreement is amended by
deleting “Section 2.23” where it appears on the
first line and substituting
“Section 2.22”.
2.8
Section 2.23.5 of the Loan Servicing Agreement is amended by
deleting “Section 2.24.5” where it appears on the
third line from the bottom of the Section and substituting
“Section 2.23.5”.
3.
Conditions to Effectiveness . The effectiveness of this
Amendment is subject to the fulfillment, in a manner satisfactory
to the Agent, of each of the following conditions precedent (the
date such conditions are fulfilled or waived by the Agent is
hereinafter referred to as the “Amendment Effective
Date”):
(a) The
representations and warranties of the Servicer and Bosco set forth
herein, in Section 6 of the Loan Servicing Agreement and in
each other Loan Document and certificate or other writing delivered
to the Agent pursuant hereto on or prior to the Amendment Effective
Date shall be correct in all material respects after giving effect
to this Amendment on and as of the Amendment Effective Date as
though made on and as of such date (except to the extent such
representations and warranties expressly relate to an earlier
date), and following the execution of this Amendment, no Default or
Event of Default shall have occurred and be continuing on the
Amendment Effective Date or would result from this Amendment
becoming effective in accordance with its terms;
(b) Bosco
and the Servicer shall have executed this Amendment and shall have
received a counterpart to this Amendment;
(c) Bosco
and the Servicer shall have delivered such other agreements,
documents and instruments as Administrative Agent may otherwise
require, all of which shall be in form and substance satisfactory
to Agent and its legal counsel;
(d) Bosco
shall have reimbursed Administrative Agent for all legal and other
fees incurred by Agent in connection with the preparation of this
Amendment; and
(e) All
proceedings taken in connection with the transactions contemplated
by this Amendment and all documents, instruments and other legal
matters incident thereto shall be satisfactory to Administrative
Agent and its counsel.
4.
Representations and War
