10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	for the quarterly period ended November 30, 2008.
	or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	for the transition period from            to           .

Commission File Number: 0-50150

CHS Inc.

(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction of incorporation or organization)	41-0251095 (I.R.S. Employer Identification Number)
5500 Cenex Drive Inver Grove Heights, MN 55077 (Address of principal executive offices, including zip code)	(651) 355-6000 (Registrant’s telephone number, including area code)

Include by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES þ     NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES o     NO þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

	Number of shares outstanding at
Class	January 12, 2009
NONE	NONE

INDEX

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)		3
	Consolidated Balance Sheets as of November 30, 2008, August 31, 2008 and November 30, 2007		3
	Consolidated Statements of Operations for the three months ended November 30, 2008 and 2007		4
	Consolidated Statements of Cash Flows for the three months ended November 30, 2008 and 2007		5
	Notes to Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		34
Item 4T.	Controls and Procedures		35
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		36
Item 1A.	Risk Factors		36
Item 6.	Exhibits		36
SIGNATURE PAGE			39
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-10.7
EX-10.8
EX-10.9
EX-10.10
EX-10.11
EX-10.12
EX-10.13
EX-10.14
EX-10.15
EX-10.16
EX-10.17
EX-10.18
EX-10.19
EX-10.20
EX-10.21
EX-10.22
EX-10.23
EX-10.24
EX-10.25
EX-10.26
EX-10.27
EX-10.28
EX-10.29
EX-10.30
EX-31.1
EX-31.2
EX-32.1
EX-32.2

1

PART I. FINANCIAL INFORMATION

SAFE HARBOR STATEMENT UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties that may cause the Company’s actual results to differ materially from the results discussed in the forward-looking statements. These factors include those set forth in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the caption “Cautionary Statement Regarding Forward-Looking Statements” to this Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2008.

2

Item 1.   Financial Statements

CHS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	November 30,		August 31,		November 30,
	2008		2008		2007
	(dollars in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	783,408	$	136,540	$	186,754
Receivables		1,913,157		2,307,794		1,966,793
Inventories		2,054,106		2,368,024		2,235,967
Derivative assets		381,696		369,503		466,830
Other current assets		762,238		667,338		697,893
Total current assets		5,894,605		5,849,199		5,554,237
Investments		721,499		784,516		806,610
Property, plant and equipment		1,970,357		1,948,305		1,836,372
Other assets		251,264		189,958		241,540
Total assets	$	8,837,725	$	8,771,978	$	8,438,759
LIABILITIES AND EQUITIES
Current liabilities:
Notes payable	$	356,877	$	106,154	$	443,413
Current portion of long-term debt		105,905		118,636		96,123
Customer credit balances		303,904		224,349		123,699
Customer advance payments		562,089		644,822		697,357
Checks and drafts outstanding		107,974		204,896		170,038
Accounts payable		1,512,427		1,838,214		1,785,143
Derivative liabilities		501,436		273,591		235,743
Accrued expenses		291,908		374,898		248,579
Dividends and equities payable		374,220		325,039		488,727
Total current liabilities		4,116,740		4,110,599		4,288,822
Long-term debt		1,062,472		1,076,219		975,391
Other liabilities		414,637		423,742		381,438
Minority interests in subsidiaries		225,962		205,732		190,936
Commitments and contingencies
Equities		3,017,914		2,955,686		2,602,172
Total liabilities and equities	$	8,837,725	$	8,771,978	$	8,438,759

The accompanying notes are an integral part of the consolidated financial statements (unaudited).

3

CHS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended
	November 30,
	2008			2007
	(dollars in thousands)
Revenues	$	7,733,919		$	6,525,386
Cost of goods sold		7,413,412			6,210,749
Gross profit		320,507			314,637
Marketing, general and administrative		87,741			66,459
Operating earnings		232,766			248,178
Loss (gain) on investments		54,976			(94,948	)
Interest, net		20,175			13,537
Equity income from investments		(20,723	)		(31,190	)
Minority interests		22,182			22,979
Income before income taxes		156,156			337,800
Income taxes		18,905			36,900
Net income	$	137,251		$	300,900

The accompanying notes are an integral part of the consolidated financial statements (unaudited).

4

CHS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended
	November 30,
	2008			2007
	(dollars in thousands)
Cash flows from operating activities:
Net income	$	137,251		$	300,900
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		47,671			40,517
Amortization of deferred major repair costs		7,494			6,664
Income from equity investments		(20,723	)		(31,190	)
Distributions from equity investments		39,410			12,332
Minority interests		22,182			22,979
Noncash patronage dividends received		(393	)		(445	)
Gain on sale of property, plant and equipment		(771	)		(899	)
Loss (gain) on investments		54,976			(94,948	)
Deferred taxes		672			36,900
Other, net		(8,577	)		(244	)
Changes in operating assets and liabilities:
Receivables		675,390			(545,482	)
Inventories		320,808			(394,715	)
Derivative assets		(12,193	)		(219,748	)
Other current assets and other assets		(83,912	)		(184,091	)
Customer credit balances		79,555			12,881
Customer advance payments		(82,733	)		329,580
Accounts payable and accrued expenses		(410,680	)		658,319
Derivative liabilities		227,845			58,535
Other liabilities		4,013			6,662
Net cash provided by operating activities		997,285			14,507
Cash flows from investing activities:
Acquisition of property, plant and equipment		(61,671	)		(108,698	)
Proceeds from disposition of property, plant and equipment		941			2,653
Expenditures for major repairs		(1	)		(21,662	)
Investments		(89,889	)		(267,317	)
Investments redeemed		2,163			66
Proceeds from sale of investments		16,109			114,198
Joint venture distribution transaction, net					(13,024	)
Changes in notes receivable		96,296			(18,912	)
Acquisition of intangibles		(1,320	)		(850	)
Business acquisitions, net of cash received		(40,199	)		(3,871	)
Other investing activities, net		506			432
Net cash used in investing activities		(77,065	)		(316,985	)
Cash flows from financing activities:
Changes in notes payable		(137,346	)		(229,120	)
Long-term debt borrowings					400,000
Principal payments on long-term debt		(22,078	)		(18,675	)
Payments for bank fees on debt					(1,794	)
Changes in checks and drafts outstanding		(97,621	)		26,906
Distributions to minority owners		(9,565	)		(38,409	)
Preferred stock dividends paid		(4,524	)		(3,620	)
Retirements of equities		(2,218	)		(3,768	)
Net cash (used in) provided by financing activities		(273,352	)		131,520
Net increase (decrease) in cash and cash equivalents		646,868			(170,958	)
Cash and cash equivalents at beginning of period		136,540			357,712
Cash and cash equivalents at end of period	$	783,408		$	186,754

The accompanying notes are an integral part of the consolidated financial statements (unaudited).

5

CHS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in thousands)

Note 1.   Accounting Policies

The unaudited consolidated balance sheets as of November 30, 2008 and 2007, the statements of operations for the three months ended November 30, 2008 and 2007, and the statements of cash flows for the three months ended November 30, 2008 and 2007, reflect in the opinion of our management, all normal recurring adjustments necessary for a fair statement of the financial position and results of operations and cash flows for the interim periods presented. The results of operations and cash flows for interim periods are not necessarily indicative of results for a full fiscal year because of, among other things, the seasonal nature of our businesses. Our Consolidated Balance Sheet data as of August 31, 2008 has been derived from our audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

The consolidated financial statements include our accounts and the accounts of all of our wholly-owned and majority-owned subsidiaries and limited liability companies. The effects of all significant intercompany accounts and transactions have been eliminated.

These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended August 31, 2008, included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission.

Commodity Price Risk

We are exposed to price fluctuations on energy, fertilizer, grain and oilseed transactions due to fluctuations in the market value of inventories and fixed or partially fixed purchase and sales contracts. Our use of derivative instruments reduces the effects of price volatility, thereby protecting against adverse short-term price movements, while, somewhat limiting the benefits of short-term price movements. However, fluctuations in inventory valuations may not be completely hedged, due in part to the absence of satisfactory hedging facilities for certain commodities and geographical areas, and in part, to our assessment of our exposure from expected price fluctuations.

When available, we generally enter into opposite and offsetting positions using futures contracts or options to the extent practical, in order to arrive at a net commodity position within the formal position limits we have established and deemed prudent for each commodity. These contracts are purchased and sold through regulated commodity exchanges. The contracts are economic hedges of price risk, but are not designated or accounted for as hedging instruments for accounting purposes. These contracts are recorded on our Consolidated Balance Sheets at fair values based on quotes listed on regulated commodity exchanges. Unrealized gains and losses on these contracts are recognized in cost of goods sold in our Consolidated Statements of Operations using market-based prices.

We also manage our risks by entering into fixed-price purchase and sales contracts with pre-approved producers and by establishing appropriate limits for individual suppliers. Fixed-price contracts are entered into with customers of acceptable creditworthiness, as internally evaluated. We are also exposed to loss in the event of nonperformance by the counterparties to the contracts and, therefore, contract values are reviewed and adjusted to reflect potential nonperformance. Risk of nonperformance by counterparties includes the inability to perform because of counterparty’s financial condition and also the risk that the counterparty will refuse to perform a contract during periods of price fluctuations where contract prices are significantly different than the current market prices. During the three months ended November 30, 2008, the market prices of our input products have significantly decreased, thereby increasing the risk of nonperformance by counterparties. These contracts are recorded on our Consolidated Balance Sheets at fair values based on the market prices of the underlying products listed on regulated commodity exchanges, except for certain fixed-price contracts related to propane in our Energy segment. The propane contracts within our Energy segment meet the normal

6

CHS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

purchase and sales exemption, and thus are not required to be marked to fair value. Unrealized gains and losses on fixed-price contracts are recognized in cost of goods sold in our Consolidated Statements of Operations using market-based prices.

Goodwill and Other Intangible Assets

Goodwill was $10.7 million, $3.8 million and $3.8 million on November 30, 2008, August 31, 2008 and November 30, 2007, respectively, and is included in other assets in our Consolidated Balance Sheets. Through August 31, 2008, we had a 49% ownership interest in Cofina Financial, LLC (Cofina Financial) included in Corporate and Other. On September 1, 2008, we purchased the remaining 51% ownership interest in Cofina Financial, which resulted in $6.9 million of goodwill from the purchase price allocation.

Intangible assets subject to amortization primarily include trademarks, customer lists, supply contracts and agreements not to compete, and are amortized over the number of years that approximate their respective useful lives (ranging from 2 to 15 years). Excluding goodwill, the gross carrying amount of our intangible assets was $71.5 million with total accumulated amortization of $23.2 million as of November 30, 2008. Intangible assets of $1.3 million and $11.9 million (includes $7.2 million related to our crop nutrients business transaction) were acquired during the three months ended November 30, 2008 and 2007, respectively. Total amortization expense for intangible assets during the three-month periods ended November 30, 2008 and 2007, was $2.4 million and $2.7 million, respectively. The estimated annual amortization expense related to intangible assets subject to amortization for the next five years will approximate $10.9 million annually for the first year, $7.3 million for the next three years and $2.8 million for the following year.

Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141R, “Business Combinations.” SFAS No. 141R provides companies with principles and requirements on how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree, as well as the recognition and measurement of goodwill acquired in a business combination. SFAS No. 141R also requires certain disclosures to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Acquisition costs associated with the business combination will generally be expensed as incurred. SFAS No. 141R is effective for business combinations occurring in fiscal years beginning after December 15, 2008. Early adoption of SFAS No. 141R is not permitted. The impact on our consolidated financial statements of adopting SFAS No. 141R will depend on the nature, terms and size of business combinations completed after the effective date.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an Amendment of Accounting Research Bulletin (ARB) No. 51.” This statement amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest (minority interest) in a subsidiary and for the deconsolidation of a subsidiary. Upon its adoption, noncontrolling interests will be classified as equity in our Consolidated Balance Sheets. Income and comprehensive income attributed to the noncontrolling interest will be included in our Consolidated Statements of Operations and our Consolidated Statements of Equities and Comprehensive Income. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. The provisions of this standard must be applied retrospectively upon adoption. The adoption of SFAS No. 160 will effect the presentation of these items in our consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an Amendment of SFAS No. 133.” SFAS No. 161 requires disclosures of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008,

7

CHS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

with early adoption permitted. As SFAS No. 161 is only disclosure related, it will not have an impact on our financial position or results of operations.

In December 2008, the FASB issued FASB Staff Position (FSP) SFAS No. 140-4 and FASB Interpretation (FIN) 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.” This FSP amends SFAS No. 140 and FIN 46(R) to require public companies to disclose additional information regarding transfers of financial assets and interests in variable interest entities. It is effective for all reporting periods that end after December 15, 2008. As FSP SFAS No. 140-4 and FIN 46(R)-8 is only disclosure-related, it will not have an impact on our financial position or results of operations.

Reclassifications

Certain reclassifications have been made to prior period’s amounts to conform to current period classifications. These reclassifications had no effect on previously reported net income, equities or total cash flows.

Note 2.   Receivables

	November 30,		August 31,		November 30,
	2008		2008		2007
Trade accounts receivable	$	1,502,549	$	2,181,132	$	1,912,160
Cofina Financial notes receivable		405,067
Other		87,802		200,313		118,636
		1,995,418		2,381,445		2,030,796
Less allowances and reserves		82,261		73,651		64,003
	$	1,913,157	$	2,307,794	$	1,966,793

Cofina Financial makes primarily seasonal loans to member cooperatives and businesses and to individual producers of agricultural products.

Note 3.   Inventories

	November 30,		August 31,		November 30,
	2008		2008		2007
Grain and oilseed	$	798,312	$	918,514	$	1,301,441
Energy		504,123		596,487		481,960
Crop nutrients		346,699		399,986		192,775
Feed and farm supplies		359,946		371,670		215,570
Processed grain and oilseed		37,707		74,537		39,932
Other		7,319		6,830		4,289
	$	2,054,106	$	2,368,024	$	2,235,967

The market prices for crop nutrients products fell significantly during our first quarter of fiscal 2009, and due to a wet fall season, we had a higher quantity of inventory on hand at the end of our first quarter than is typical at that time of year. In order to reflect our crop nutrients inventories at net realizable values on November 30, 2008, we recorded $84.1 million of lower-of-cost or market adjustments in our Ag Business segment related to our crop nutrients and feed and farm supplies inventories, based on committed sales and current market values.

8

CHS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

As of November 30, 2008, we valued approximately 10% of inventories, primarily related to energy, using the lower of cost, determined on the LIFO method, or market (10% as of November 30, 2007). If the FIFO method of accounting had been used, inventories would have been higher than the reported amount by $230.8 million and $507.1 million at November 30, 2008 and 2007, respectively.

Note 4.   Investments

Cofina Financial, a joint venture company formed in 2005, makes seasonal and term loans to member cooperatives and businesses and to individual producers of agricultural products. Through August 31, 2008, we held a 49% ownership interest in Cofina Financial and accounted for our investment using the equity method of accounting. On September 1, 2008, we purchased the remaining 51% ownership interest for $53.3 million. The purchase price included net cash of $48.5 million and the assumption of certain liabilities of $4.8 million.

Through March 31, 2008, we were recognizing our share of the earnings of US BioEnergy Corporation (US BioEnergy), included in our Processing segment, using the equity method of accounting. Effective April 1, 2008, US BioEnergy and VeraSun Energy Corporation (VeraSun) completed a merger, and our ownership interest in the combined entity was reduced to approximately 8%, compared to an approximately 20% interest in US BioEnergy prior to the merger. As part of the merger transaction, our shares held in US BioEnergy were converted to shares held in the surviving company, VeraSun, at 0.810 per share. As a result of our change in ownership interest, we no longer had significant influence, and therefore account for VeraSun as an available-for-sale investment. Due to the continued decline of the ethanol industry and other considerations, we determined that an impairment of our VeraSun investment was necessary, and as a result, based on VeraSun’s market value of $5.76 per share on August 29, 2008, an impairment charge of $71.7 million ($55.3 million net of taxes) was recorded in net gain on investments during the fourth quarter of our year ended August 31, 2008. Subsequent to August 31, 2008, the market value of VeraSun’s stock price continued to decline, and on October 31, 2008, VeraSun filed for relief under Chapter 11 of the U.S. Bankruptcy Code. Consequently, we have determined an additional impairment is necessary based on VeraSun’s market value of $0.28 per share on November 3, 2008, and have recorded an impairment charge of $70.7 million ($64.4 million net of taxes) during our three months ended November 30, 2008. The impairments did not affect our cash flows and did not have a bearing upon our compliance with any covenants under our credit facilities. During the quarter ended November 30, 2008, we provided a valuation allowance related to the carryforward of certain capital losses of $21.2 million. Coupled with the provision of $11.5 million related to capital losses in the fiscal year ended August 31, 2008, the total valuation allowance related to the carryforward of capital losses at November 30, 2008 is $32.7 million.

We have a 50% interest in Ventura Foods, LLC, (Ventura Foods), a joint venture which produces and distributes primarily vegetable oil-based products, and is included in our Processing segment. We account for Ventura Foods as an equity method investment, and as of November 30, 2008, our carrying value of Ventura Foods exceeded our share of their equity by $15.5 million, of which $2.6 million is being amortized with a remaining life of approximately four years. The remaining basis difference represents equity method goodwill. During the three months ended November 30, 2008, we made a $10.0 million capital contribution to Ventura Foods.

During the three months ended November 30, 2008 and 2007, we invested an additional $76.3 million and $30.3 million, respectively, in Multigrain AG (Multigrain), included in our Ag Business segment. The investment during the current fiscal year was for Multigrain’s increased capital needs resulting from expansion of their operations. Our current ownership interest in Multigrain is 39.35%.

During the three months ended November 30, 2008 and 2007, we sold our available-for-sale investments of common stock in the New York Mercantile Exchange (NYMEX Holdings) and CF Industries Holdings, Inc., respectively, for proceeds of $16.1 million and $108.3 million, respectively, and recorded pretax gains of $15.7 million and $91.7 million, respectively.

9

CHS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

In March 2008, we learned that Agriliance would restate its financial statements because of what they considered to be a misapplication of Emerging Issues Task Force Issue No. 02-16, “Accounting by a Customer (including a Reseller) for Certain Consideration Received from a Vendor” (EITF 02-16). We have determined that the effects of Agriliance’s restatement on our consolidated financial statements for fiscal 2007 were not material.

The following provides summarized unaudited financial information as reported, excluding restatements, for Agriliance balance sheets as of November 30, 2008, August 31, 2008 and November 30, 2007, and statements of operations for the three-month periods as indicated below:

	For the Three Months Ended
	November 30,
	2008			2007
Net sales	$	96,378		$	210,590
Gross profit		14,300			33,874
Net loss		(11,742	)		(23,516	)

	November 30,		August 31,		November 30,
	2008		2008		2007
Current assets	$	429,042	$	456,385	$	732,209
Non-current assets		41,987		40,946		66,850
Current liabilities		100,425		119,780		392,483
Non-current liabilities		12,146		12,421		35,698

Note 5.   Notes Payable

	November 30,		August 31,		November 30,
	2008		2008		2007
Notes payable	$	6,459	$	106,154	$	443,413
Cofina Financial notes payable		350,418
	$	356,877	$	106,154	$	443,413

Cofina Funding, LLC (Cofina Funding), a wholly-owned subsidiary of Cofina Financial, has available credit totaling $403.0 million as of November 30, 2008, under note purchase agreements with various purchasers, through the issuance of notes payable with maturity dates of less than one year. Cofina Financial sells eligible commercial loans receivable it has originated to Cofina Funding, which are then pledged as collateral under the note purchase agreements. The notes payable issued by Cofina Funding bear interest at variable rates priced and determined using commercial paper rates, with a weighted average interest rate of 3.367% on November 30, 2008. Borrowings by Cofina Funding under the note purchase agreements totaled $256.8 million as of November 30, 2008, of which $119.8 million is shown net of the loans receivable on our Consolidated Balance Sheet, as the transfer of those loans receivable were accounted for as sales when they were surrendered in accordance with SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.”

Cofina Financial also sells loan commitments it has originated to ProPartners Financial (ProPartners) on a recourse basis. The total capacity for commitments under the ProPartners program is $120.0 million. The total outstanding commitments under the program totaled $81.7 million as of November 30, 2008, of which $56.6 million was borrowed under these commitments with interest rates ranging from 2.15% to 2.85%.

Cofina Financial also borrows funds under short-term notes issued as part of a surplus funds program. Borrowings under this program are unsecured and bear interest at variable rates (ranging from 2.00% to 2.50%

10

CHS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

on November 30, 2008) and are due upon demand. Borrowings under these notes totaled $156.8 million on November 30, 2008.

Note 6.   Interest, net

	For the
	Three Months Ended
	November 30,
	2008		2007
Interest expense	$	21,466	$	18,371
Interest income		1,291		4,834
Interest, net	$	20,175	$	13,537

Note 7.   Equities

Changes in equity for the three-month periods ended November 30, 2008 and 2007 are as follows:

	Fiscal 2009			Fiscal 2008
Balances, September 1, 2008 and 2007	$	2,955,686		$	2,475,455
Net income		137,251			300,900
Other comprehensive loss		(19,029	)		(52,460	)
Equities retired		(2,218	)		(3,768	)
Equity retirements accrued		2,218			3,768
Preferred stock dividends		(4,524	)		(3,620	)
Preferred stock dividends accrued		3,016			2,413
Accrued dividends and equities payable		(54,416	)		(120,613	)
Other, net		(70	)		97
Balances, November 30, 2008 and 2007	$	3,017,914		$	2,602,172

Note 8.   Comprehensive Income

Total comprehensive income was $118.2 million and $284.4 million for the three months ended November 30, 2008 and 2007, respectively. Total comprehensive income primarily consisted of net income and unrealized net gains or losses on available-for-sale investments and foreign currency translation adjustments. Accumulated other comprehensive loss on November 30, 2008, August 31, 2008 and November 30, 2007 was $87.1 million, $68.0 million and $39.4 million, respectively. On November 30, 2008, accumulated other comprehensive loss primarily consisted of pension liability adjustments, foreign currency translation adjustments and unrealized net gains or losses on available-for-sale investments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Note 9.   Employee Benefit Plans

Employee benefits information for the three months ended November 30, 2008 and 2007 is as follows:

	Qualified						Non-Qualified
	Pension Benefits						Pension Benefits				Other Benefits
	2008			2007			2008		2007		2008			2007
Components of net periodic benefit costs for the three months ended November 30:
Service cost	$	4,061		$	3,773		$	296	$	308	$	278		$	261
Interest cost		5,690			5,213			594		545		560			425
Expected return on plan assets		(7,588	)		(7,804	)
Unrecognized net asset obligation amortization												184			184
Prior service cost amortization		529			541			136		145		(49	)		(80	)
Actuarial loss (gain) amortization		1,245			1,100			162		206		(42	)		(65	)
Transition amount amortization												51			51
Net periodic benefit cost	$	3,937		$	2,823		$	1,188	$	1,204	$	982		$	776

Employer Contributions:

Contributions to our pension plans during fiscal 2009, including the National Cooperative Refinery Association (NCRA) plan, will depend primarily on market returns on the pension plan assets and minimum funding level requirements. We currently are in the process of completing our analysis as to the amounts we intend to contribute.

Note 10.   Segment Reporting

We have aligned our business segments based on an assessment of how our businesses operate and the products and services they sell. Our three business segments: Energy, Ag Business and Processing, create vertical integration to link producers with consumers. Our Energy segment produces and provides primarily for the wholesale distribution of petroleum products and transportation of those products. Our Ag Business segment purchases and resells grains and oilseeds originated by our country operations business, by our member cooperatives and by third parties, and also serves as wholesaler and retailer of crop inputs. Our Processing segment converts grains and oilseeds into value-added products. Corporate and Other primarily represents our business solutions operations, which consists of commodities hedging, insurance and financial services related to crop production.

Corporate administrative expenses are allocated to all three business segments, and Corporate and Other, based on direct usage for services that can be tracked, such as information technology and legal, and other factors or considerations relevant to the costs incurred.

Many of our business activities are highly seasonal and operating results will vary throughout the year. Overall, our income is generally lowest during the second fiscal quarter and highest during the third fiscal quarter. Our business segments are subject to varying seasonal fluctuations. For example, in our Ag Business segment, agronomy and country operations businesses experience higher volumes and income during the spring planting season and in the fall, which corresponds to harvest. Also in our Ag Business segment, our grain marketing operations are subject to fluctuations in volumes and earnings based on producer harvests, world grain prices and demand. Our Energy segment generally experiences higher volumes and profitability in certain operating areas, such as refined products, in the summer and early fall when gasoline and diesel fuel

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

usage is highest and is subject to global supply and demand forces. Other energy products, such as propane, may experience higher volumes and profitability during the winter heating and crop drying seasons.

Our revenues, assets and cash flows can be significantly affected by global market prices for commodities such as petroleum products, natural gas, grains, oilseeds, crop nutrients and flour. Changes in market prices for commodities that we purchase without a corresponding change in the selling prices of those products can affect revenues and operating earnings. Commodity prices are affected by a wide range of factors beyond our control, including the weather, crop damage due to disease or insects, drought, the availability and adequacy of supply, government regulations and policies, world events, and general political and economic conditions.

While our revenues and operating results are derived from businesses and operations which are wholly-owned and majority-owned, a portion of our business operations are conducted through companies in which we hold ownership interests of 50% or less and do not control the operations. We account for these investments primarily using the equity method of accounting, wherein we record our proportionate share of income or loss reported by the entity as equity income from investments, without consolidating the revenues and expenses of the entity in our Consolidated Statements of Operations. These investments principally include our 50% ownership in each of the following companies: Agriliance LLC (Agriliance), TEMCO, LLC (TEMCO) and United Harvest, LLC (United Harvest), and our 39.35% ownership in Multigrain S.A., included in our Ag Business segment; and our 50% ownership in Ventura Foods, LLC (Ventura Foods) and our 24% ownership in Horizon Milling, LLC (Horizon Milling) and Horizon Milling G.P., included in our Processing segment.

The consolidated financial statements include the accounts of CHS and all of our wholly-owned and majority-owned subsidiaries and limited liability companies, including NCRA in our Energy segment. The effects of all significant intercompany transactions have been eliminated.

Reconciling Amounts represent the elimination of revenues between segments. Such transactions are executed at market prices to more accurately evaluate the profitability of the individual business segments.

Segment information for the three months ended November 30, 2008 and 2007 is as follows:

				Ag						Corporate			Reconciling
	Energy			Business			Processing			and Other			Amounts			Total
For the Three Months Ended November 30, 2008
Revenues	$	2,550,552		$	4,953,722		$	310,890		$	15,125		$	(96,370	)	$	7,733,919
Cost of goods sold		2,328,652			4,889,570			292,582			(1,022	)		(96,370	)		7,413,412
Gross profit		221,900			64,152			18,308			16,147			—			320,507
Marketing, general and administrative		27,832			39,563			6,749			13,597						87,741
Operating earnings		194,068			24,589			11,559			2,550			—			232,766
(Gain) loss on investments		(15,748	)					70,724									54,976
Interest, net		4,195			13,726			3,757			(1,503	)					20,175
Equity income from investments		(1,236	)		(8,890	)		(10,230	)		(367	)					(20,723	)
Minority interests		22,165			17												22,182
Income (loss) before income taxes	$	184,692		$	19,736		$	(52,692	)	$	4,420		$	—		$	156,156
Intersegment revenues	$	(84,030	)	$	(11,781	)	$	(559	)				$	96,370		$	—
Goodwill	$	3,654		$	150					$	6,898					$	10,702
Capital expenditures	$	41,742		$	16,975		$	2,123		$	831					$	61,671
Depreciation and amortization	$	29,474		$	12,162		$	4,139		$	1,896					$	47,671
Total identifiable assets at November 30, 2008	$	2,987,219		$	4,035,230		$	617,678		$	1,197,598					$	8,837,725

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CHS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

				Ag						Corporate			Reconciling
	Energy			Business			Processing			and Other			Amounts			Total
For the Three Months Ended November 30, 2007
Revenues	$	2,521,688		$	3,835,251		$	243,296		$	7,626		$	(82,475	)	$	6,525,386
Cost of goods sold		2,374,735			3,686,458			233,117			(1,086	)		(82,475	)		6,210,749
Gross profit		146,953			148,793			10,179			8,712			—			314,637
Marketing, general and administrative		22,566			30,688			5,497			7,708						66,459
Operating earnings		124,387			118,105			4,682			1,004			—			248,178
(Gain) loss on investments		(17	)		(94,545	)		611			(997	)					(94,948	)
Interest, net		(5,846	)		15,128			5,024			(769	)					13,537
Equity income from investments		(1,163	)		(7,193	)		(21,138	)		(1,696	)					(31,190	)
Minority interests		22,921			58												22,979
Income before income taxes	$	108,492		$	204,657		$	20,185		$	4,466		$	—		$	337,800
Intersegment revenues	$	(77,964	)	$	(4,421	)	$	(90	)				$	82,475		$	—
Goodwill	$	3,654		$	150											$	3,804
Capital expenditures	$	90,748		$	16,040		$	1,279		$	631					$	108,698
Depreciation and amortization	$	23,745		$	11,513		$	3,808		$	1,451					$	40,517
Total identifiable assets at November 30, 2007	$	2,732,125		$	4,322,309		$	741,777		$	642,548					$	8,438,759

Note 11.   Fair Value Measurements

Effective September 1, 2008, we partially adopted SFAS No. 157, “Fair Value Measurements” as it relates to financial assets and liabilities. FSP No. 157-2, “Effective Date of SFAS No. 157” delays the effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities that are not remeasured at fair value on a recurring basis until fiscal years beginning after November 15, 2008. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States of America, and expands disclosures about fair value measurements. SFAS No. 157 also eliminates the deferral of gains and losses at inception associated with certain derivative contracts whose fair value was not evidenced by observable market data and requires the impact of this change in accounting for derivative contracts be recorded as a cumulative effect adjustment to the opening balance of retained earnings in the year of adoption. We did not have any deferred gains or losses at the inception of derivative contracts, and therefore no cumulative adjustment to the opening balance of retained earnings was made upon adoption.

SFAS No. 157 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in our principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

We determine the fair market values of our readily marketable inventories, derivative contracts and certain other assets, based on the fair value hierarchy established in SFAS No. 157, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The standard describes three levels within its hierarchy that may be used to measure fair value which are:

Level 1:  Values are based on unadjusted quoted prices in active markets for identical assets or liabilities. These assets and liabilities include our exchange-traded derivative contracts, Rabbi Trust investments and available-for-sale investments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Level 2:  Values are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. These assets and liabilities include our readily marketable inventories, interest rate swap, forward commodity and freight purchase and sales contracts, flat price or basis fixed derivative contracts and other over-the-counter (OTC) derivatives whose value is determined with inputs that are based on exchange traded prices, adjusted for location specific inputs that are primarily observable in the market or can be derived principally from, or corroborated by, observable market data.

Level 3:  Values are generated from unobservable inputs that are supported by little or no market activity and that are a significant component of the fair value of the assets or liabilities. These unobservable inputs would reflect our own estimates of assumptions that market participants would use in pricing related assets or liabilities. Valuation techniques might include the use of pricing models, discounted cash flow models or similar techniques. These assets include certain short-term investments at NCRA.

The following table presents assets and liabilities, included in our Consolidated Balance Sheet that are recognized at fair value on a recurring basis and, indicates the fair value hierarchy utilized to determine such fair value. As required by SFAS No. 157, assets and liabilities are classified, in their entirety, based on the lowest level of input that is a significant component of the fair value measurement. The lowest level of input is considered Level 3. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the classification of fair value assets and liabilities within the fair value hierarchy levels.

	Fair Value Measurements at November 30, 2008
	Quoted Prices in
	Active Markets for		Significant Other		Significant
	Identical Assets		Observable Inputs		Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Readily marketable inventories			$	836,019			$	836,019
Commodity, freight and foreign currency derivatives	$	1,186		380,510				381,696
Short-term investments					$	4,721		4,721
Rabbi Trust assets		41,006						41,006
Available-for-sale investments		4,191						4,191
Total Assets	$	46,383	$	1,216,529	$	4,721	$	1,267,633
Liabilities:
Commodity, freight and foreign currency derivatives	$	64,676	$	436,612			$	501,288
Interest rate swap derivative				148				148
Total Liabilities	$	64,676	$	436,760			$	501,436

Readily marketable inventories — Our readily marketable inventories primarily include our grain and oilseed inventories that are stated at net realizable values which approximate market values. These commodities are readily marketable, have quoted market prices and may be sold without significant additional processing. We estimate the fair market values of these inventories included in Level 2 primarily based on exchange-quoted prices, adjusted for differences in local markets. Changes in the fair market values of these inventories are recognized in our Consolidated Statements of Operations as a component of cost of goods sold.

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CHS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Commodity, freight and foreign currency derivatives — Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified within Level 1. Our forward commodity purchase and sales contracts, flat price or basis fixed derivative contracts, ocean freight derivative contracts and other OTC derivatives are determined using inputs that are generally based on exchange traded prices and/or recent market bids and offers, adjusted for location specific inputs, and are classified within Level 2. The location specific inputs are generally broker or dealer quotations, or market transactions in either the listed or OTC markets. Changes in the fair values of these contracts are recognized in our Consolidated Statements of Operations as a component of cost of goods sold.

Short-term investments — Our short-term investments represent an enhanced cash fund closed due to credit-market turmoil, classified as Level 3. The investments are valued using an outside service to determine the fair market value based on what like investments are selling for.

Available-for-sale investments — Our available-for-sale investments in common stock of other companies that are valued based on unadjusted quoted prices on active exchanges and are classified within Level 1.

Rabbi Trust assets — Our Rabbi Trust assets are valued based on unadjusted quoted prices on active exchanges and are classified within Level 1.

Interest rate swap derivative — During fiscal 2009, we entered into an interest rate swap classified within Level 2, with a notional amount of $150.0 million, expiring in 2010, to lock in the interest rate for $150.0 million of our $1.3 billion five-year revolving line of credit. The rate is based on the London Interbank Offered Rate (LIBOR) and settles monthly. We have not designated or accounted for the interest rate swap as a hedging instrument for accounting purposes. Changes in fair value are recognized in our Consolidated Statements of Operations as interest expense.

The table below represents a reconciliation for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). This consists of our short-term investments that were carried at fair value prior to the adoption of SFAS No. 157 and reflect assumptions a marketplace participant would use at November 30, 2008:

	Level 3 Instruments
	Short-Term Investments
Balance, September 1, 2008	$	7,154
Total losses (realized/unrealized) included in marketing, general and administrative expense		(790	)
Purchases, issuances and settlements		(1,643	)
Transfer in (out) of Level 3
Balance, November 30, 2008	$	4,721

SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”, provides entities with an option to report financial assets and liabilities and certain other items at fair value, with changes in fair value reported in earnings, and requires additional disclosures related to an entity’s election to use fair value reporting. It also requires entities to display the fair value of those assets and liabilities for which the entity has elected to use fair value on the face of the balance sheet. SFAS No. 159 was effective for us on September 1, 2008, and we made no elections to measure any assets or liabilities at fair value, other than those instruments already carried at fair value.

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CHS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Note 12.   Commitments and Contingencies

Guarantees

We are a guarantor for lines of credit for related companies. As of November 30, 2008, our bank covenants allowed maximum guarantees of $500.0 million, of which $15.5 million was outstanding. All outstanding loans with respective creditors are current as of November 30, 2008.

Our guarantees for certain debt and obligations under contracts for our subsidiaries and members as of November 30, 2008 are as follows:

	Guarantee/			Exposure on
	Maximum			November 30,		Nature of		Triggering	Recourse	Assets Held
Entities	Exposure			2008		Guarantee	Expiration Date	Event	Provisions	as Collateral
Mountain Country, LLC	$	150		$	20	Obligations by Mountain Country, LLC under credit agreement	None stated, but may be terminated upon 90 days prior notice in regard to future obligations	Credit agreement default	Subrogation against Mountain Country, LLC	Some or all assets of borrower are held as collateral and should be sufficient to cover guarantee exposure
Morgan County Investors, LLC	$	389			389	Obligations by Morgan County Investors, LLC under credit agreement	When obligations are paid in full, scheduled for year 2018	Credit agreement default	Subrogation against Morgan County Investors, LLC	Some or all assets of borrower are held as collateral and should be sufficient to cover guarantee exposure
Horizon Milling, LLC	$	5,000				Indemnification and reimbursement of 24% of damages related to Horizon Milling, LLC’s performance under a flour sales agreement	None stated, but may be terminated by any party upon 90 days prior notice in regard to future obligations	Nonperformance under flour sales agreement	Subrogation against Horizon Milling, LLC	None
TEMCO, LLC	$	35,000			6,500	Obligations by TEMCO under credit agreement	None stated	Credit agreement default	Subrogation against TEMCO, LLC	None
TEMCO, LLC	$	1,000				Obligations by TEMCO under counterparty agreement	None stated, but may be terminated upon 5 days prior notice in regard to future obligations	Nonpayment	Subrogation against TEMCO, LLC	None
Third parties			*		1,000	Surety for, or indemnificaton of surety for sales contracts between affiliates and sellers of grain under deferred payment contracts	Annual renewal on December 1 in regard to surety for one third party, otherwise none stated and may be terminated by the Company at any time in regard to future obligations	Nonpayment	Subrogation against affiliates	Some or all assets of borrower are held as collateral but might not be sufficient to cover guarantee exposure
Third parties	$	296			296	Obligations by individual producers under credit agreements for which CHS guarantees a certain percentage. Obligations are for livestock production facilities where CHS supplies the nutrition products	Various	Credit agreement default by individual producers	Subrogation against borrower	None
Cofina Financial, LLC	$	4,000			1,078	Loans made by Cofina to our customers that are participated with other lenders	None stated	Credit agreement default	Subrogation against borrower	Some or all assets of borrower are held as collateral but might not be sufficient to cover guarantee exposure

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CHS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

	Guarantee/		Exposure on
	Maximum		November 30,		Nature of		Triggering	Recourse	Assets Held
Entities	Exposure		2008		Guarantee	Expiration Date	Event	Provisions	as Collateral
Agriliance LLC	$	5,674		5,674	Outstanding letter of credit from CoBank to Agriliance LLC	None stated	Default under letter of credit reimbursement agreement	Subrogation against borrower	None
Agriliance LLC	$	500		500	Vehicle operating lease obligations of Agriliance LLC	None stated, but may be terminated upon 90 days prior notice in regard to future obligations	Lease agreement default	Subrogation against Agriliance LLC	None
			$	15,457

* The maximum exposure on any give date is equal to the actual guarantees extended as of that date, not to exceed $1.0 million.

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The following discussions of financial condition and results of operations should be read in conjunction with the unaudited interim financial statements and notes to such statements and the cautionary statement regarding forward-looking statements found at the beginning of Part I, Item 1, of this Quarterly Report on Form 10-Q, as well as our consolidated financial statements and notes thereto for the year ended August 31, 2008, included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission. This discussion contains forward-looking statements based on current expectations, assumptions, estimates and projections of management. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, as more fully described in the cautionary statement and elsewhere in this Quarterly Report on Form 10-Q.

CHS Inc. (CHS, we or us) is a diversified company, which provides grain, foods and energy resources to businesses and consumers on a global basis. As a cooperative, we are owned by farmers, ranchers and their member cooperatives across the United States. We also have preferred stockholders that own shares of our 8% Cumulative Redeemable Preferred Stock.

We provide a full range of production agricultural inputs such as refined fuels, propane, farm supplies, animal nutrition and agronomy products, as well as services, which include hedging, financing and insurance services. We own and operate petroleum refineries and pipelines, and market and distribute refined fuels and other energy products, under the Cenex^® brand through a network of member cooperatives and independents. We purchase grains and oilseeds directly and indirectly from agricultural producers primarily in the midwestern and western United States. These grains and oilseeds are either sold to domestic and international customers, or further processed into a variety of grain-based food products.

The consolidated financial statements include the accounts of CHS and all of our wholly-owned and majority-owned subsidiaries and limited liability companies, including National Cooperative Refinery Association (NCRA) in our Energy segment. The effects of all significant intercompany transactions have been eliminated.

We operate three business segments: Energy, Ag Business and Processing. Together, our three business segments create vertical integration to link producers with consumers. Our Energy segment produces and provides for the wholesale distribution of petroleum products and transports those products. Our Ag Business segment purchases and resells grains and oilseeds originated by our country operations business, by our member cooperatives and by third parties, and also serves as wholesaler and retailer of crop inputs. Our Processing segment converts grains and oilseeds into value-added products. Corporate and Other primarily represents our business solutions operations, which consists of commodities hedging, insurance and financial services related to crop production.

Corporate administrative expenses are allocated to all three business segments, and Corporate and Other, based on direct usage for services that can be tracked, such as information technology and legal, and other factors or considerations relevant to the costs incurred.

Many of our business activities are highly seasonal and operating results will vary throughout the year. Overall, our income is generally lowest during the second fiscal quarter and highest during the third fiscal quarter. Our business segments are subject to varying seasonal fluctuations. For example, in our Ag Business segment, our retail agronomy, crop nutrients and country operations businesses generally experience higher volumes and income during the spring planting season and in the fall, which corresponds to harvest. Also in our Ag Business segment, our grain marketing operations are subject to fluctuations in volume and earnings based on producer harvests, world grain prices and demand. Our Energy segment generally experiences higher volumes and profitability in certain operating areas, such as refined products, in the summer and early fall when gasoline and diesel fuel usage is highest and is subject to global supply and demand forces. Other energy products, such as propane, may experience higher volumes and profitability during the winter heating and crop drying seasons.

19

Our revenues, assets and cash flows can be significantly affected by global market prices for commodities such as petroleum products, natural gas, grains, oilseeds, crop nutrients and flour. Changes in market prices for commodities that we purchase without a corresponding change in the selling prices of those products can affect revenues and operating earnings. Commodity prices are affected by a wide range of factors beyond our control, including the weather, crop damage due to disease or insects, drought, the availability and adequacy of supply, government regulations and policies, world events, and general political and economic conditions.

While our revenues and operating results are derived from businesses and operations which are wholly-owned and majority-owned, a portion of our business operations are conducted through companies in which we hold ownership interests of 50% or less and do not control the operations. We account for these investments primarily using the equity method of accounting, wherein we record our proportionate share of income or loss reported by the entity as equity income from investments, without consolidating the revenues and expenses of the entity in our Consolidated Statements of Operations. These investments principally include our 50% ownership in each of the following companies: Agriliance LLC (Agriliance), TEMCO, LLC (TEMCO) and United Harvest, LLC (United Harvest), and our 39.35% ownership in Multigrain S.A., included in our Ag Business segment; and our 50% ownership in Ventura Foods, LLC (Ventura Foods) and our 24% ownership in Horizon Milling, LLC (Horizon Milling) and Horizon Milling G.P., included in our Processing segment.

Cofina Financial, LLC (Cofina Financial), a joint venture company formed in 2005, makes seasonal and term loans to member cooperatives and businesses and to individual producers of agricultural products. Through August 31, 2008, we held a 49% ownership interest in Cofina Financial and accounted for our investment using the equity method of accounting. On September 1, 2008, we purchased the remaining 51% ownership interest for $53.3 million. The purchase price included cash of $48.5 million and the assumption of certain liabilities of $4.8 million.

Certain reclassifications have been made to prior period’s amounts to conform to current period classifications. These reclassifications had no effect on previously reported net income, equities or total cash flows.

Results of Operations

Comparison of the three months ended November 30, 2008 and 2007

General.  We recorded income before income taxes of $156.2 million during the three months ended November 30, 2008 compared to $337.8 million during the three months ended November 30, 2007, a decrease of $181.6 million (54%). Included in the results for the first fiscal quarter of 2008 was a $91.7 million gain on the sale of all of our 1,610,396 shares of CF Industries Holdings stock. Included in the results for the first fiscal quarter of 2009 was a $15.7 million gain on the sale of all of our 180,000 shares of NYMEX Holdings stock, and a $70.7 million impairment loss on our investment in VeraSun Energy Corporation (VeraSun). Operating results reflected lower pretax earnings in our Ag Business and Processing segments which were partially offset by increased pretax earnings in our Energy segment.

Our Energy segment generated income before income taxes of $184.7 million for the three months ended November 30, 2008 compared to $108.5 million in the three months ended November 30, 2007. This increase in earnings of $76.2 million (70%) is primarily from higher margins on refined fuels at both our Laurel, Montana refinery and our NCRA refinery in McPherson, Kansas. In our first quarter of fiscal 2009, we sold all of our 180,000 shares of NYMEX Holdings stock for proceeds of $16.1 million and recorded a pretax gain of $15.7 million. Earnings in our propane, lubricants, renewable fuels marketing and transportation businesses decreased during the three months ended November 30, 2008 when compared to the same three-month period of the previous year.

Our Ag Business segment generated income before income taxes of $19.7 million for the three months ended November 30, 2008 compared to $204.7 million in the three months ended November 30, 2007, a decrease in earnings of $185.0 million (90%). In our first fiscal quarter of 2008, we sold all of our 1,610,396 shares of CF Industries Holdings stock for proceeds of $108.3 million and recorded a pretax gain of

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$91.7 million. Earnings from our wholesale crop nutrients business decreased $50.1 million. The market prices for crop nutrients products fell significantly during our first quarter of fiscal 2009, and due to a wet fall season, we had a higher quantity of inventories on hand at the end of our first quarter than is typical at that time of year. In order to reflect our wholesale crop nutrients inventories at net-realizable values on November 30, 2008, we had $56.8 million lower-of-cost or market adjustment in this business. Improved performance primarily by Agriliance, an agronomy joint venture in which we hold a 50% interest, resulted in a $3.6 million increase in earnings for our investment in Agriliance, net of a Canadian agronomy joint venture and allocated internal expenses. Our grain marketing earnings decreased by $32.6 million during the three months ended November 30, 2008 compared with the same three-month period in fiscal 2008, primarily from net decreased grain product margins and reduced earnings from our joint ventures. Volatility in the grain markets created opportunities for increased grain margins during the first quarter of fiscal 2008. Our country operations earnings decreased $14.2 million, primarily as a result of reduced volumes and decreased agronomy and grain margins.

Our Processing segment generated a net loss before income taxes of $52.7 million for the three months ended November 30, 2008 compared to income of $20.2 million in the three months ended November 30, 2007, a decrease in earnings of $72.9 million. Our losses related to VeraSun, an ethanol manufacturing company in which we hold a minority ownership interest, increased $71.5 million for the three months ended November 30, 2008 compared to the same period in the prior year. Effective April 1, 2008, US BioEnergy and VeraSun completed a merger, and as a result of our change in ownership interest, we no longer have significant influence, and therefore account for VeraSun, the surviving entity, as an available-for-sale investment. During the first fiscal quarter ended November 30, 2008, we recorded a $70.7 million impairment on our investment in VeraSun, as further discussed below in loss (gain) on investments. Oilseed processing earnings increased $7.2 million during the three months ended November 30, 2008 compared to the same period in the prior year, primarily due to improved margins in our crushing and refining operations, partially offset by lower volumes mainly in our refining operations. Our share of earnings from our wheat milling joint ventures, net of allocated internal expenses, decreased by $3.1 million for the three months ended November 30, 2008 compared to the same period in the prior year. Our share of earnings from Ventura Foods, our packaged foods joint venture, net of allocated internal expenses, decreased $5.5 million during the three months ended November 30, 2008, compared to the same period in the prior year, primarily as a result of increased commodity prices, reducing margins on the products sold.

Corporate and Other generated income before income taxes of $4.4 million for the three months ended November 30, 2008 compared to $4.5 million in the three months ended November 30, 2007, a decrease in earnings of $46 thousand (1%). This decrease is primarily attributable to our hedging and insurance services.

Net Income.  Consolidated net income for the three months ended November 30, 2008 was $137.3 million compared to $300.9 million for the three months ended November 30, 2007, which represents a $163.6 million (54%) decrease.

Revenues.  Consolidated revenues were $7.7 billion for the three months ended November 30, 2008 compared to $6.5 billion for the three months ended November 30, 2007, which represents a $1.2 billion (19%) increase.

Total revenues include other revenues generated primarily within our Ag Business segment and Corporate and Other. Our Ag Business segment’s country operations elevators and agri-service centers derive other revenues from activities related to production agriculture, which include grain storage, grain cleaning, fertilizer spreading, crop protection spraying and other services of this nature, and our grain marketing operations receive other revenues at our export terminals from activities related to loading vessels. Corporate and Other derives revenues primarily from our financing, hedging and insurance operations.

Our Energy segment revenues, after elimination of intersegment revenues, of $2.5 billion increased by $22.8 million (1%) during the three months ended November 30, 2008 compared to the three months ended November 30, 2007. During the three months ended November 30, 2008 and 2007, our Energy segment recorded revenues from our Ag Business segment of $84.0 million and $78.0 million, respectively. The net increase in revenues of $22.8 million is comprised of a net increase of $47.4 million related to price

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appreciation on propane and renewable fuels marketing products and a $24.6 million net decrease in sales volume. Refined fuels revenues decreased $6.5 million (less than 1%), of which $0.9 million was related to a net average selling price decrease and $5.6 million was attributable to decreased volumes, compared to the same period in the previous year. The sales price and volumes of refined fuels both decreased less than 1% when comparing the three months ended November 30, 2008 with the same period a year ago. Renewable fuels marketing revenues decreased $72.8 million (32%), mostly from a 37% decrease in volumes partially offset with an increase of $0.14 (7%) per gallon, when compared with the same three-month period in the previous year. The decrease in renewable fuels marketing volumes was primarily attributable to the loss of two customers. Propane revenues increased by $100.2 million (60%), of which $14.7 million related to an increase in the net average selling price and $85.5 million related to an increase in volumes, when compared to the same period in the previous year. The average selling price of propane increased $0.08 per gallon (6%) and sales volume increased 51% in comparison to the same period of the prior year. The increase in propane volumes primarily reflects increased demand caused by an earlier home heating and an improved crop drying season.

Our Ag Business segment revenues, after elimination of intersegment revenues, of $4.9 billion, increased $1.1 billion (29%) during the three months ended November 30, 2008 compared to the three months ended November 30, 2007. Grain revenues in our Ag Business segment totaled $3.8 billion and $2.9 billion during the three months ended November 30, 2008 and 2007, respectively. Of the grain revenues increase of $0.9 billion (31%), $62.5 million is attributable to increased volumes and $832.5 million is due to increased average grain selling prices during the three months ended November 30, 2008 compared to the same period last fiscal year. The average sales price of all grain and oilseed commodities sold reflected an increase of $1.85 per bushel (28%) over the same three-month period in fiscal 2008. The 2008 fall harvest produced good yields throughout most of the United States, with the quality of most grains rated as good. The average month-end market price per bushel of corn increased approximately $0.35 when compared to the three months ended November 30, 2007, while the average month-end market price for spring wheat and soybeans decreased $2.32 and $0.76, respectively. Volumes increased 2% during the three months ended November 30, 2008 compared with the same period of a year ago.

Wholesale crop nutrient revenues in our Ag Business segment totaled $633.6 million and $533.5 million during the three months ended November 30, 2008 and 2007, respectively. Of the wholesale crop nutrient revenues increase of $100.1 million (19%), $310.4 million is due to increased average fertilizer selling prices and $210.3 million is attributable to decreased volumes during the three months ended November 30, 2008 compared to the same period last fiscal year. The average sales price of all fertilizers sold reflected an increase of $326 per ton (96%) over the same three-month period in fiscal 2008. Volumes decreased 39% during the three months ended November 30, 2008 compared with the same period of a year ago mainly due to higher fertilizer prices and a wetter fall, making it difficult for farmers to spread fertilizers.

Our Ag Business segment non-grain or non-wholesale crop nutrients product revenues of $483.6 million increased by $110.6 million (30%) during the three months ended November 30, 2008 compared to the three months ended November 30, 2007, primarily the result of increased revenues in our country operations business of retail crop nutrients, feed, crop protection and energy products. Other revenues within our Ag Business segment of $47.6 million during the three months ended November 30, 2008 increased $5.4 million (13%) compared to the three months ended November 30, 2007, primarily from grain handling and service revenues.

Our Processing segment revenues, after elimination of intersegment revenues, of $310.3 million increased $67.1 million (28%) during the three months ended November 30, 2008 compared to the three months ended November 30, 2007. Because our wheat milling and packaged foods operations are operated through non-consolidated joint ventures, revenues reported in our Processing segment are entirely from our oilseed processing operations. Oilseed processing revenues increased $20.3 million (17%), of which $21.7 million was due to higher average sales prices, partially offset by a $1.4 million (1%) net decrease in sales volume. Oilseed refining revenues increased $40.6 million (35%), of which $52.0 million was due to higher average sales prices, partially offset by an $11.4 million (10%) net decrease in sales volume. The average selling price of processed oilseed increased $42 per ton (18%) and the average selling price of refined oilseed products

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increased $0.21 per pound (49%) compared to the same three-month period of fiscal 2008. The changes in the average selling price of products are primarily driven by the average higher price of soybeans.

Cost of Goods Sold.  Consolidated cost of goods sold were $7.4 billion for the three months ended November 30, 2008 compared to $6.2 billion for the three months ended November 30, 2007, which represents a $1.2 billion (19%) increase.

Our Energy segment cost of goods sold, after elimination of intersegment costs, of $2.2 billion decreased by $52.1 million (2%) during the three months ended November 30, 2008 compared to the same period of the prior year. The decrease in cost of goods sold is primarily due to decreased per unit costs for refined fuels products. On a more product-specific basis, the average cost of refined fuels decreased $0.08 (3%) per gallon and volumes decreased less than 1% compared to the three months ended November 30, 2007. We process approximately 55,000 barrels of crude oil per day at our Laurel, Montana refinery and 80,000 barrels of crude oil per day at NCRA’s McPherson, Kansas refinery. The average cost decrease is primarily related to lower input costs at our two crude oil refineries and lower average prices on the refined products that we purchased for resale compared to the three months ended November 30, 2007. The average per unit cost of crude oil purchased for the two refineries decreased 7% compared to the three months ended November 30, 2007. Renewable fuels marketing costs decreased $72.1 million (32%), mostly from a 37% decrease in volumes driven by the loss of two customers, when compared with the same three-month period in the previous year. The average cost of propane increased $0.07 (5%) per gallon and volumes increased 51% compared to the three months ended November 30, 2007. The increase in propane volumes primarily reflects increased demand caused by an earlier home heating season and an improved crop drying season.

Our Ag Business segment cost of goods sold, after elimination of intersegment costs, of $4.9 billion, increased $1.2 billion (33%) during the three months ended November 30, 2008 compared to the same period of the prior year. Grain cost of goods sold in our Ag Business segment totaled $3.7 billion and $2.8 billion during the three months ended November 30, 2008 and 2007, respectively. The cost of grains and oilseed procured through our Ag Business segment increased $923.4 million (33%) compared to the three months ended November 30, 2007. This is primarily the result of a $1.92 (30%) increase in the average cost per bushel and a 2% net increase in bushels sold as compared to the prior year. Corn and soybeans reflected volume increases compared to the three months ended November 30, 2007. The average month-end market price per bushel of corn increased compared to the same three-month period a year ago, while the average month-end market price for spring wheat and soybeans decreased.

Wholesale crop nutrients cost of goods sold in our Ag Business segment totaled $656.2 million and $510.2 million during the three months ended November 30, 2008 and 2007, respectively. Of this $146.0 million (29%) increase in wholesale crop nutrients cost of goods sold, $56.8 million is due to the lower-of-cost or market adjustment on inventories, as previously discussed. The average cost per ton of fertilizer increased $309 (95%), excluding the lower-of-cost or market adjustment, while net volumes decreased 39% when compared to the same three-month period in the prior year. The net volume decrease is mainly due to higher fertilizer prices and a wetter fall, making it difficult for farmers to spread fertilizers.

Our Ag Business segment cost of goods sold, excluding the cost of grains and wholesale crop nutrients procured through this segment, increased during the three months ended November 30, 2008 compared to the three months ended November 30, 2007, primarily due to higher volumes and price per unit costs for retail crop nutrients, crop protection, feed and energy products. The volume increases resulted primarily from acquisitions made and reflected in the reporting periods.

Our Processing segment cost of goods sold, after elimination of intersegment costs, of $292.0 million increased $59.0 million (25%) compared to the three months ended November 30, 2007, which was primarily due to increased costs of soybeans, partially offset by volume decreases.

Marketing, General and Administrative.  Marketing, general and administrative expenses of $87.7 million for the three months ended November 30, 2008 increased by $21.3 million (32%) compared to the three months ended November 30, 2007. The net increase of $21.3 million includes acquisitions, expansion of foreign operations, increased performance-based incentive plan expense and general inflation.

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Loss (Gain) on Investments.  Net loss on investments of $55.0 million for the three months ended November 30, 2008 compared to a net gain on investments of $94.9 million for the three months ended November 30, 2007, reflects a decrease in earnings of $149.9 million (158%). During our first quarter of fiscal 2009, we recorded a $70.7 million impairment on our investment in VeraSun in our Processing segment. The impairment was based on VeraSun’s market value of $0.28 per share on its last day of trading, November 3, 2008. This loss was partially offset by a gain on investments in our Energy segment. We sold all of our 180,000 shares of NYMEX Holdings stock for proceeds of $16.1 million and recorded a pretax gain of $15.7 million.

In our first fiscal quarter of 2008, we sold all of our 1,610,396 shares of CF Industries Holdings stock for proceeds of $108.3 million and recorded a pretax gain of $91.7 million. Also included in our Energy and Ag Business segments and Corporate and Other were gains on available-for-sale securities sold of $17 thousand, $2.9 million and $1.0 million, respectively. These gains were partially offset by losses on investments of $0.6 million in our Processing segment.

Interest, net.  Net interest of $20.2 million for the three months ended November 30, 2008 increased $6.6 million (49%) compared to the same period last fiscal year. Interest expense for the three months ended November 30, 2008 and 2007 was $21.5 million and $18.4 million, respectively. Interest income, generated primarily from marketable securities, was $1.3 million and $4.9 million, for the three months ended November 30, 2008 and 2007, respectively. The interest expense increase of $3.1 million (17%) includes $2.6 million from the consolidation of Cofina Financial. Through August 31, 2008, we held a 49% ownership interest in Cofina Financial and accounted for our investment using the equity method of accounting. On September 1, 2008, we purchased Cenex Finance Association’s 51% ownership interest. In addition, interest expense increased from a decrease in capitalized interest of $3.4 million. It was partially offset by decreases in the average short-term interest rate and short-term borrowings for loans excluding Cofina Financial. For the three months ended November 30, 2008 and 2007, we capitalized interest of $0.9 million and $4.3 million, respectively, primarily related to construction projects in our Energy segment. The average short-term interest rate decreased 3.26% for loans excluding Cofina Financial, while the average level of short-term borrowings decreased $625.9 million during the three months ended November 30, 2008, compared to the same three-month period in fiscal 2008, mostly due to decreased working capital needs. Also, in October 2007, we entered into a private placement with several insurance companies and banks for additional long-term debt in the amount of $400.0 million with an interest rate of 6.18%, which primarily replaced short-term debt. The net decrease in interest income of $3.6 million (73%) was primarily at NCRA within our Energy segment, which primarily relates to marketable securities.

Equity Income from Investments.  Equity income from investments of $20.7 million for the three months ended November 30, 2008 decreased $10.5 million (34%) compared to the three months ended November 30, 2007. We record equity income or loss from the investments in which we have an ownership interest of 50% or less and have significant influence, but not control, for our proportionate share of income or loss reported by the entity, without consolidating the revenues and expenses of the entity in our Consolidated Statements of Operations. The net decrease in equity income from investments was attributable to reduced earnings from investments in our Processing segment of $10.9 million and Corporate and Other of $1.4 million, and was partially offset by improved equity income from investments in our Energy and Ag Business segments of $0.1 million and $1.7 million, respectively.

Our Processing segment generated reduced earnings of $10.9 million from equity investments. Ventura Foods, our vegetable oil-based products and packaged foods joint venture, recorded reduced earnings of $5.5 million compared to the same three-month period in fiscal 2008. Ventura Foods’ decrease in earnings was primarily due to higher commodity prices resulting in lower margins on the products sold. A shifting demand balance for soybeans for both food and renewable fuels meant addressing supply and price challenges for both CHS and our Ventura Foods joint venture. Horizon Milling, our domestic and Canadian wheat milling joint ventures, recorded reduced earnings of $3.2 million, net. Volatility in the grain markets created opportunities for increased wheat margins for Horizon Milling during the first quarter of fiscal 2008 and have continued with reduced margins in fiscal 2009. Typically results are affected by U.S. dietary habits and although the preference for a low carbohydrate diet appears to have reached the bottom of its cycle, milling capacity, which had been idled over the past few years because of lack of demand for flour products, can easily be put back

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into production as consumption of flour products increases, which may depress gross margins in the milling industry. During our first fiscal quarter of 2008, we recorded equity earnings of $2.3 million related to US BioEnergy, an ethanol manufacturing company in which we held a minority ownership interest. Effective April 1, 2008, US BioEnergy and VeraSun completed a merger, and as a result of our change in ownership interest we no longer have significant influence, and therefore account for VeraSun, the surviving entity, as an available-for-sale investment.

Corporate and Other generated reduced earnings of $1.4 million from equity investment earnings, as compared to the three months ended November 30, 2007, primarily due to our consolidating Cofina Financial.

Our Energy segment generated increased equity investment earnings of $0.1 million related to an equity investment held by NCRA.

Our Ag Business segment generated improved earnings of $1.7 million from equity investments. Our share of equity investment earnings or losses in Agriliance increased earnings by $6.2 million, net of a Canadian agronomy joint venture from improved retail margins. We had a net decrease of $4.1 million from our share of equity investment earnings in our grain marketing joint ventures during the three months ended November 30, 2008 compared to the same period the previous year, which is primarily related to decreased export margins. Our country operations business reported an aggregate decrease in equity investment earnings of $0.4 million from several small equity investments.

Minority Interests.  Minority interests of $22.2 million for the three months ended November 30, 2008 decreased by $0.8 million (4%) compared to the three months ended November 30, 2007. This net decrease was a result of less profitable operations within our majority-owned subsidiaries compared to the same three-month period in the prior year. Substantially all minority interests relate to NCRA, an approximately 74.5% owned subsidiary, which we consolidate in our Energy segment.

Income Taxes.  Income tax expense of $18.9 million for the three months ended November 30, 2008 compared with $36.9 million for the three months ended November 30, 2007, resulting in effective tax rates of 12.1% and 10.9%, respectively. During the quarter ended November 30, 2008, we provided a valuation allowance related to the carryforward of certain capital losses of $21.2 million. The federal and state statutory rate applied to nonpatronage business activity was 38.9% for the three-month periods ended November 30, 2008 and 2007. The income taxes and effective tax rate vary each year based upon profitability and nonpatronage business activity during each of the comparable years.

Liquidity and Capital Resources

On November 30, 2008, we had working capital, defined as current assets less current liabilities, of $1,777.9 million and a current ratio, defined as current assets divided by current liabilities, of 1.4 to 1.0, compared to working capital of $1,738.6 million and a current ratio of 1.4 to 1.0 on August 31, 2008. On November 30, 2007, we had working capital of $1,265.4 million and a current ratio of 1.3 to 1.0 compared to working capital of $821.9 million and a current ratio of 1.3 to 1.0 on August 31, 2007. During the three months ended November 30, 2007, increases in working capital included the impact of the cash received from additional long-term borrowings of $400.0 million and the distribution of crop nutrients net assets from Agriliance, our agronomy joint venture.

On November 30, 2008, our committed lines of credit consisted of a five-year revolving facility in the amount of $1.3 billion which expires in May 2011 and a 364-day revolving facility in the amount of $500.0 million which expires in February 2009. We are currently in the process of renewing our 364-day revolver with a planned committed amount of $300.0 million. These credit facilities are established with a syndication of domestic and international banks, and our inventories and receivables financed with them are highly liquid. On November 30, 2008, we had no outstanding balance on the five-year revolver compared with $425.0 million outstanding on November 30, 2007. On November 30, 2008, we had no outstanding balance on the 364-day revolver. In addition, we have two commercial paper programs totaling $125.0 million with banks participating in our five-year revolver. On November 30, 2008, we had no commercial paper outstanding compared with $10.9 million outstanding on November 30, 2007. Due to the recent decline in commodity

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prices during the three months ended November 30, 2008, as further discussed in “Cash Flows from Operations”, our average borrowings have been much lower in comparison to the three months ended November 30, 2007. With our current available capacity on our committed lines of credit, we believe that we have adequate liquidity to cover any increase in net operating assets and liabilities and expected capital expenditures in the foreseeable future.

In addition, our wholly-owned subsidiary, Cofina Financial, makes seasonal and term loans to member cooperatives, businesses and individual producers of agricultural products included in our cash flows from investing activities, and has its own financing explained in further detail below in our cash flows from financing activities.

Cash Flows from Operations

Cash flows from operations are generally affected by commodity prices and the seasonality of our businesses. These commodity prices are affected by a wide range of factors beyond our control, including weather, crop conditions, drought, the availability and the adequacy of supply and transportation, government regulations and policies, world events, and general political and economic conditions. These factors are described in the cautionary statements and may affect net operating assets and liabilities, and liquidity.

Our cash flows provided by operating activities were $997.3 million and $14.5 million for the three months ended November 30, 2008 and 2007, respectively. The fluctuation in cash flows when comparing the two periods is primarily from a net decrease in operating assets and liabilities during the three months ended November 30, 2008, compared to a net increase in 2007. Commodity prices have declined significantly during the three months ended November 30, 2008, and have resulted in lower working capital needs compared to August 31, 2008. During the three months ended November 30, 2007, volatility in commodity prices had the opposite affect, and increased prices resulted in higher working capital needs when compared to August 31, 2007.

Our operating activities provided net cash of $997.3 million during the three months ended November 30, 2008. Net income of $137.3 million, net non-cash expenses and cash distributions from equity investments of $141.9 million and a decrease in net operating assets and liabilities of $718.1 million provided the cash flows from operating activities. The primary components of net non-cash expenses and cash distributions from equity investments included depreciation and amortization, including major repair costs, of $55.2 million, loss on investments of $55.0 million, minority interests of $22.2 million and redemptions from equity investments, net of income from those investments of $18.7 million. Loss on investments was previously discussed in “Results of Operations”, and primarily includes the impairment of our VeraSun investment, partially offset by the gain on the sale of our NYMEX Holdings common stock. The decrease in net operating assets and liabilities was caused primarily by a decline in commodity prices reflected in decreased receivables and inventories, and an increase in derivative liabilities, partially offset by a decrease in accounts payable and accrued expenses on November 30, 2008, when compared to August 31, 2008. On November 30, 2008, the per bushel market prices of our three primary grain commodities, corn, soybeans and spring wheat, decreased by $2.19 (39%), $4.49 (34%) and $2.62 (30%), respectively, when compared to the prices on August 31, 2008. Crude oil market prices decreased $61.03 (53%) per barrel on November 30, 2008 when compared to August 31, 2008. In addition, on November 30, 2008, fertilizer commodity prices affecting our wholesale crop nutrients and country operations retail businesses generally had decreases between 9% and 59%, depending on the specific products, compared to prices on August 31, 2008.

Our operating activities provided net cash of $14.5 million during the three months ended November 30, 2007. Net income of $300.9 million was partially offset by net non-cash gains and cash distributions from equity investments of $8.3 million and an increase in net operating assets and liabilities of $278.1 million. The primary components of net non-cash gains and cash distributions from equity investments included gains on investments of $94.9 million and income from equity investments, net of redemptions from those investments, of $18.9 million, partially offset by depreciation and amortization, including major repair costs, of $47.2 million, deferred taxes of $36.9 million and minority interests of $23.0 million. Gains on investments were previously discussed in “Results of Operations”, and primarily includes the gain on the sale of all of our

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shares of CF common stock. The increase in net operating assets and liabilities was caused primarily by increased commodity prices reflected in increased receivables, inventories, derivative assets and hedging deposits included in other current assets, partially offset by an increase in accounts payable and accrued expenses, and customer advance payments on November 30, 2007, when compared to August 31, 2007. On November 30, 2007, the per bushel market prices of our three primary grain commodities, spring wheat, soybeans and corn, increased by $2.58 (37%), $2.12 (24%) and $0.61 (19%), respectively, when compared to the prices on August 31, 2007. In addition, grain inventories in our Ag Business segment increased by 23.0 million bushels (15%) when comparing inventories at November 30, 2007 and August 31, 2007, as the fall 2007 harvest took place. In general, crude oil prices increased $14.67 (20%) per barrel on November 30, 2007 when compared to August 31, 2007.

Crude oil prices are expected to remain relatively low in the foreseeable future. Grain prices are influenced significantly by global projections of grain stocks available until the next harvest, which has been affected by demand from the ethanol industry in recent years. Grain prices were volatile during fiscal 2008 and 2007, and although they have declined significantly during our first fiscal quarter of 2009, we anticipate continued price volatility, but within a narrower band of real values.

We expect our net operating assets and liabilities to increase through our second quarter of fiscal 2009, resulting in increased cash needs. Our second quarter has typically been the period of our highest short-term borrowings. We expect to increase crop nutrient and crop protection product inventories and prepayments to suppliers of these products in our crop nutrients and country operations businesses during our second quarter of fiscal 2009. At the same time, we expect this increase in net operating assets and liabilities to be partially offset by the collection of prepayments from our own customers for these products. Prepayments are frequently used for agronomy products to assure supply and at times to guarantee prices. In addition, during our second fiscal quarter of 2009, we will make payments on deferred payment contracts for those producers that sold grain to us during prior quarters and requested payment after the end of the calendar year. We believe that we have adequate capacity through our committed credit facilities to meet any likely increase in net operating assets and liabilities.

Cash Flows from Investing Activities

For the three months ended November 30, 2008 and 2007, the net cash flows used in our investing activities totaled $77.1 million and $317.0 million, respectively.

Excluding investments, further discussed below, the acquisition of property, plant and equipment comprised the primary use of cash totaling $61.7 million and $108.7 million for the three months ended November 30, 2008 and 2007, respectively. Included in our acquisitions for the three months ended November 30, 2007, were expenditures of $62.0 million for the installation of a coker unit at our Laurel, Montana refinery, along with other refinery improvements, that were completed during fiscal 2008.

For the year ending August 31, 2009, we expect to spend approximately $503.9 million for the acquisition of property, plant and equipment. The EPA has passed a regulation that requires the reduction of the benzene level in gasoline to be less than 0.62% volume by January 1, 2011. As a result of this regulation, our refineries will incur capital expenditures to reduce the current gasoline benzene levels to the regulated levels. We anticipate the combined capital expenditures for benzene removal for our Laurel and NCRA refineries to be approximately $130 million, of which $73 million is included in budgeted capital expenditures for fiscal 2009.

Expenditures for major repairs related to our refinery turnarounds during the three months ended November 30, 2008 and 2007, were approximately $1 thousand and $21.7 million, respectively.

In October 2003, we and NCRA reached agreements with the EPA and the State of Montana’s Department of Environmental Quality and the State of Kansas Department of Health and Environment regarding the terms of settlements with respect to reducing air emissions at our Laurel, Montana and NCRA’s McPherson, Kansas refineries. These settlements are part of a series of similar settlements that the EPA has negotiated with major refiners under the EPA’s Petroleum Refinery Initiative. The settlements take the form of consent decrees filed with the U.S. District Court for the District of Montana (Billings Division) and the

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U.S. District Court for the District of Kansas. Each consent decree details potential capital improvements, supplemental environmental projects and operational changes that we and NCRA have agreed to implement at the relevant refinery over several years. The consent decrees also required us and NCRA to pay approximately $0.5 million in aggregate civil cash penalties. As of November 30, 2008, the aggregate capital expenditures for us and NCRA related to these settlements was approximately $35 million, and we anticipate spending an additional $6 million before December 2011. We do not believe that the settlements will have a material adverse effect on us or NCRA.

The Montana Department of Environmental Quality (MDEQ) issued a Notice of Violation to us dated September 4, 2007 alleging that our refinery in Laurel, Montana exceeded nitrogen oxides (NOx) limits under a refinery operating permit. Following receipt of the letter, we provided certain facts and explanations regarding the matter to the MDEQ. By letter dated June 27, 2008, the MDEQ has proposed a civil penalty of approximately $0.2 million with respect to the incident. We intend to enter into settlement discussions with the MDEQ in an attempt to alleviate the civil penalty. We believe we are currently in compliance with the NOx limits under the permit, and do not believe that the civil penalty will have a material adverse affect on us.

Investments made during the three months ended November 30, 2008 and 2007, totaled $89.9 million and $267.3 million, respectively. During the three months ended November 30, 2008 and 2007, we invested $76.3 million and $30.3 million, respectively, in Multigrain AG (Multigrain), included in our Ag Business segment. The investment during the current fiscal year was for Multigrain’s increased capital needs resulting from expansion of their operations. Our current ownership interest in Multigrain is 39.35%. Also during the three months ended November 30, 2008, we made an additional $10.0 million capital contribution to Ventura Foods, included in our Processing segment. In September 2007, Agriliance distributed primarily its wholesale crop nutrients and crop protection assets to us and Land O’Lakes, Inc. (Land O’Lakes), respectively, and continues to operate primarily its retail distribution business until further repositioning of that business occurs. During the three months ended November 30, 2007, we made a $13.0 million net cash payment to Land O’Lakes in order to maintain equal capital accounts in Agriliance. During the same three-month period, we contributed $230.0 million to Agriliance which supported their working capital requirements, with Land O’Lakes making equal contributions, primarily for crop nutrient and crop protection product trade payables that were not assumed by us or Land O’Lakes upon the distribution of the assets, as well as Agriliance’s ongoing retail operations.

Cash acquisitions of businesses, net of cash received, totaled $40.2 million and $3.9 million during the three months ended November 30, 2008 and 2007, respectively. As previously discussed, through August 31, 2008, we held a 49% ownership interest in Cofina Financial and accounted for our investment using the equity method of accounting. On September 1, 2008, we purchased the remaining 51% ownership interest for $53.3 million. The purchase price included cash of $48.5 million and the assumption of certain liabilities of $4.8 million. During the three months ended November 30, 2007, we paid for a distillers dried grain business included in our Ag Business segment.

Various cash acquisitions of intangibles were $1.3 million and $0.9 million for the three months ended November 30, 2008 and 2007, respectively.

Partially offsetting our cash outlays for investing activities during the three months ended November 30, 2008, were changes in notes receivable that resulted in an increase in cash flows of $96.3 million. Of this change, $58.8 million of the increase is from Cofina Financial notes receivable and the balance of $37.5 million is primarily from related party notes receivable at NCRA from its minority owners, Growmark, Inc. and MFA Oil Company. During the three months ended November 30, 2007, changes in notes receivable resulted in a decrease in cash flows of $18.9 million, primarily from related party notes receivable at NCRA from its minority owners.

Also partially offsetting our cash outlays for investing activities for the three months ended November 30, 2008 and 2007, were proceeds from the sale of investments of $16.1 million and $114.2 million, respectively, which were previously discussed in “Results of Operations”, and primarily include proceeds from the sale of our NYMEX Holdings common stock during fiscal 2009, and our CF common stock during fiscal 2008. In addition, for the three months ended November 30, 2008 and 2007, we received redemptions of investments

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totaling $2.2 million and $0.1 million, respectively, and received proceeds from the disposition of property, plant and equipment of $0.9 million and $2.7 million, respectively.

Cash Flows from Financing Activities

Working Capital Financing

We finance our working capital needs through short-term lines of credit with a syndication of domestic and international banks. In May 2006, we renewed and expanded our committed lines of revolving credit to include a five-year revolver in the amount of $1.1 billion, with the ability to expand the facility an additional $200.0 million. In October 2007, we expanded that facility, receiving additional commitments in the amount of $200.0 million from certain lenders under the agreement. The additional commitments increased the total borrowing capacity to $1.3 billion on the facility, with no outstanding balance on November 30, 2008. In February 2008, we increased our short-term borrowing capacity by establishing a $500.0 million committed line of credit with a syndication of banks consisting of a 364-day revolver, with no outstanding balance on November 30, 2008. We are currently in the process of renewing our 364-day revolver with a planned committed amount of $300.0 million. In addition to these lines of credit, we have a committed revolving credit facility dedicated to NCRA, with a syndication of banks in the amount of $15.0 million. In December 2008, the line of credit dedicated to NCRA was renewed for an additional year. We also have a committed revolving line of credit dedicated to Provista Renewable Fuels Marketing, LLC (Provista), which expires in November 2009, in the amount of $25.0 million. Our wholly-owned subsidiary, CHS Europe S.A., has uncommitted lines of credit to finance its normal trade grain transactions, which are collateralized by $5.5 million of inventories and receivables at November 30, 2008. On November 30, 2008, August 31, 2008 and November 30, 2007, we had total short-term indebtedness outstanding on these various facilities and other miscellaneous short-term notes payable totaling $6.5 million, $106.2 million and $432.5 million, respectively. Proceeds from our long-term borrowings of $400.0 million during the three months ended November 30, 2007, were used to pay down our five-year revolver and is explained in further detail below.

During fiscal 2007, we instituted two commercial paper programs, totaling up to $125.0 million, with two banks participating in our five-year revolving credit facility. Terms of our five-year revolving credit facility allow a maximum usage of commercial paper of $200.0 million at any point in time. These commercial paper programs do not increase our committed borrowing capacity in that we are required to have at least an equal amount of undrawn capacity available on our five-year revolving facility as to the amount of commercial paper issued. On November 30, 2008 and August 31, 2008, we had no commercial paper outstanding, compared to $10.9 million outstanding on November 30, 2007.

Cofina Financial Financing

Cofina Funding, LLC (Cofina Funding), a wholly-owned subsidiary of Cofina Financial, has available credit totaling $403.0 million as of November 30, 2008, under note purchase agreements with various purchasers, through the issuance of notes payable with maturity dates of less than one year. Cofina Financial sells eligible commercial loans receivable it has originated to Cofina Funding, which are then pledged as collateral under the note purchase agreements. The notes payable issued by Cofina Funding bear interest at variable rates priced off of commercial paper rates, with a weighted average interest rate of 3.367% on November 30, 2008. Borrowings by Cofina Funding under the note purchase agreements totaled $256.8 million as of November 30, 2008, of which $119.8 million is shown net of the loans receivable on our Consolidated Balance Sheet, as the transfer of those loans receivable were accounted for as sales when they were surrendered in accordance with SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.”

Cofina Financial also sells loan commitments it has originated to ProPartners Financial (ProPartners) on a recourse basis. The total capacity for commitments under the ProPartners program is $120.0 million. The total outstanding commitments under the program totaled $81.7 million as of November 30, 2008, of which $56.6 million was borrowed under these commitments with interest rates ranging from 2.15% to 2.85%.

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Cofina Financial also borrows funds under short-term notes issued as part of a surplus funds program. Borrowings under this program are unsecured and bear interest at variable rates (ranging from 2.00% to 2.50% on November 30, 2008) and are due upon demand. Borrowings under these notes totaled $156.8 million on November 30, 2008.

Long-term Debt Financing

We typically finance our long-term capital needs, primarily for the acquisition of property, plant and equipment, with long-term agreements with various insurance companies and banks. In June 1998, we established a long-term credit agreement through cooperative banks. This facility committed $200.0 million of long-term borrowing capacity to us, with repayments through fiscal 2009. The amount outstanding on this credit facility was $36.9 million, $49.2 million and $68.9 million on November 30, 2008, August 31, 2008 and November 30, 2007, respectively. Interest rates on November 30, 2008 ranged from 4.05% to 7.13%. Repayments of $12.3 million and $6.6 million were made on this facility during the three months ended November 30, 2008 and 2007, respectively.

Also in June 1998, we completed a private placement offering with several insurance companies for long-term debt in the amount of $225.0 million with an interest rate of 6.81%. Repayments are due in equal annual installments of $37.5 million each, in the years 2008 through 2013. During the three months ended November 30, 2008 and 2007, no repayments were due.

In January 2001, we entered into a note purchase and private shelf agreement with Prudential Insurance Company. The long-term note in the amount of $25.0 million has an interest rate of 7.9% and is due in equal annual installments of approximately $3.6 million in the years 2005 through 2011. A subsequent note for $55.0 million was issued in March 2001, related to the private shelf facility. The $55.0 million note has an interest rate of 7.43% and is due in equal annual installments of approximately $7.9 million in the years 2005 through 2011. During the three months ended November 30, 2008 and 2007, no repayments were due on these notes.

In October 2002, we completed a private placement with several insurance companies for long-term debt in the amount of $175.0 million, which was layered into two series. The first series of $115.0 million has an interest rate of 4.96% and is due in equal semi-annual installments of approximately $8.8 million during years 2007 through 2013. The second series of $60.0 million has an interest rate of 5.60% and is due in equal semi-annual installments of approximately $4.6 million during years 2012 through 2018. Repayments of $8.8 million were made on the first series notes during each of the three months ended November 30, 2008 and 2007.

In March 2004, we entered into a note purchase and private shelf agreement with Prudential Capital Group, and in April 2004, we borrowed $30.0 million under this arrangement. One long-term note in the amount of $15.0 million has an interest rate of 4.08% and is due in full at the end of the three-year term in 2010. Another long-term note in the amount of $15.0 million has an interest rate of 4.39% and is due in full at the end of the seven-year term in 2011. In April 2007, we amended our Note Purchase and Private Shelf Agreement with Prudential Investment Management, Inc. and several other participating insurance companies to expand the uncommitted facility from $70.0 million to $150.0 million. We borrowed $50.0 million under the shelf arrangement in February 2008, for which the aggregate long-term notes have an interest rate of 5.78% and are due in equal annual installments of $10.0 million during the years 2014 through 2018.

In September 2004, we entered into a private placement with several insurance companies for long-term debt in the amount of $125.0 million with an interest rate of 5.25%. Repayments are due in equal annual installments of $25.0 million during years 2011 through 2015.

In October 2007, we entered into a private placement with several insurance companies and banks for long-term debt in the amount of $400.0 million with an interest rate of 6.18%. Repayments are due in equal annual installments of $80.0 million during years 2013 through 2017.

In December 2007, we established a ten-year long-term credit agreement through a syndication of cooperative banks in the amount of $150.0 million, with an interest rate of 5.59%. Repayments are due in equal semi-annual installments of $15.0 million each, starting in June 2013 through December 2018.

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Through NCRA, we had revolving term loans outstanding of $0.3 million, $0.5 million and $2.3 million on November 30, 2008, August 31, 2008 and November 30, 2007, respectively. The interest rate on November 30, 2008 was 6.48%. Repayments of $0.3 million and $0.8 million were made during the three months ended November 30, 2008 and 2007, respectively.

On November 30, 2008, we had total long-term debt outstanding of $1,168.4 million, of which $187.2 million was bank financing, $957.5 million was private placement debt and $23.7 million was industrial development revenue bonds, and other notes and contracts payable. The aggregate amount of long-term debt payable presented in the Management’s Discussion and Analysis in our Annual Report on Form 10-K for the year ended August 31, 2008, has not changed materially during the three months ended November 30, 2008. On November 30, 2007, we had long-term debt outstanding of $1,071.5 million. Our long-term debt is unsecured except for other notes and contracts in the amount of $11.3 million; however, restrictive covenants under various agreements have requirements for maintenance of minimum working capital levels and other financial ratios. In addition, NCRA term loans of $0.3 million are collateralized by NCRA’s investment in CoBank, ACB. We were in compliance with all debt covenants and restrictions as of November 30, 2008.

In December 2006, NCRA entered into an agreement with the City of McPherson, Kansas related to certain of its ultra-low sulfur fuel assets, with a cost of approximately $325.0 million. The City of McPherson issued $325.0 million of Industrial Revenue Bonds (IRBs) which were transferred to NCRA, as consideration in a financing agreement between the City of McPherson and NCRA, related to the ultra-low sulfur fuel assets. The term of the financing obligation is ten years, at which time NCRA has the option of extending the financing obligation or purchasing the assets for a nominal amount. NCRA has the right at anytime to offset the financing obligation to the City of McPherson against the IRBs. No cash was exchanged in the transaction and none is anticipated to be exchanged in the future. Due to the structure of the agreement, the financing obligation and the IRBs are shown net in our consolidated financial statements. In March 2007, notification was sent to the bond trustees to pay the IRBs down by $324.0 million, at which time the financing obligation to the City of McPherson was offset against the IRBs. The balance of $1.0 million will remain outstanding until the final ten-year maturity.

We did not have any new long-term borrowings during the three months ended November 30, 2008. During the three months ended November 30, 2007, we borrowed $400.0 million on a long-term basis. During the three months ended November 30, 2008 and 2007, we repaid long-term debt of $22.1 million and $18.7 million, respectively.

Other Financing Activities

Distributions to minority owners for the three months ended November 30, 2008 and 2007, were $9.6 million and $38.4 million, respectively, and were primarily related to NCRA.

During the three months ended November 30, 2008 and 2007, changes in checks and drafts outstanding resulted in a decrease in cash flows of $97.6 million and an increase in cash flows of $26.9 million, respectively.

In accordance with the bylaws and by action of the Board of Directors, annual net earnings from patronage sources are distributed to consenting patrons following the close of each fiscal year. Patronage refunds are calculated based on amounts using financial statement earnings. The cash portion of the patronage distribution is determined annually by the Board of Directors, with the balance issued in the form of capital equity certificates. The patronage earnings from the fiscal year ended August 31, 2008 are expected to be primarily distributed during the second fiscal quarter of fiscal 2009. The cash portion of this distribution, deemed by the Board of Directors to be 35%, is expected to be approximately $228.2 million, and is classified as a current liability on our November 30, 2008 and August 31, 2008 Consolidated Balance Sheets in dividends and equities payable.

Redemptions of capital equity certificates, approved by the Board of Directors, are divided into two pools, one for non-individuals (primarily member cooperatives) who may participate in an annual pro-rata program for equities held by them, and another for individuals who are eligible for equity redemptions at age 70 or upon

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death. The amount that each non-individual receives under the pro-rata program in any year is determined by multiplying the dollars available for pro-rata redemptions, if any that year, as determined by the Board of Directors, by a fraction, the numerator of which is the amount of patronage certificates eligible for redemption held by them, and the denominator of which is the sum of the patronage certificates eligible for redemption held by all eligible holders of patronage certificates that are not individuals. In addition to the annual pro-rata program, the Board of Directors approved additional equity redemptions to non-individuals in prior years targeting older capital equity certificates which were redeemed in cash in fiscal 2008 and 2007. In accordance with authorization from the Board of Directors, we expect total redemptions related to the year ended August 31, 2008, that will be distributed in fiscal 2009, to be approximately $93.8 million, of which $2.2 million was redeemed in cash during the three months ended November 30, 2008 compared to $3.8 million during the three months ended November 30, 2007. Included in our redemptions during our second quarter of fiscal 2009, we intend to redeem approximately $50.0 million of capital equity certificates by issuing shares of our 8% Cumulative Redeemable Preferred Stock (Preferred Stock) pursuant to a Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 17, 2008.

Our Preferred Stock is listed on the NASDAQ Global Select Market under the symbol CHSCP. On November 30, 2008, we had 9,047,780 shares of Preferred Stock outstanding with a total redemption value of approximately $226.2 million, excluding accumulated dividends. Our Preferred Stock accumulates dividends at a rate of 8% per year, which are payable quarterly, and is redeemable at our option. At this time, we have no current plan or intent to redeem any Preferred Stock. Dividends paid on our preferred stock during the three months ended November 30, 2008 and 2007, were $4.5 million and $3.6 million, respectively.

Off Balance Sheet Financing Arrangements

Lease Commitments:

Our lease commitments presented in Management’s Discussion and Analysis in our Annual Report on Form 10-K for the year ended August 31, 2008, have not materially changed during the three months ended November 30, 2008.

Guarantees:

We are a guarantor for lines of credit for related companies. As of November 30, 2008, our bank covenants allowed maximum guarantees of $500.0 million, of which $15.5 million was outstanding. All outstanding loans with respective creditors are current as of November 30, 2008.

Debt:

There is no material off balance sheet debt.

Cofina Financial:

The transfer of loans receivable of $119.8 million were accounted for as sales when they were surrendered in accordance with SFAS No.140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”.

Contractual Obligations

Our contractual obligations are presented in Management’s Discussion and Analysis in our Annual Report on Form 10-K for the year ended August 31, 2008. Since August 31, 2008, notes payable increased from the consolidation of Cofina Financial. In addition, commodity prices have declined significantly during the three months ended November 30, 2008. As a result, grain purchase contracts have declined between 40% and 54% compared to the year ended August 31, 2008. Fertilizer supply contracts have decreased 45% from August 31, 2008, primarily due to the recent depreciation of fertilizer prices.

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Critical Accounting Policies

Our Critical Accounting Policies are presented in our Annual Report on Form 10-K for the year ended August 31, 2008. There have been no changes to these policies during the three months ended November 30, 2008.

Effect of Inflation and Foreign Currency Transactions

We believe that inflation and foreign currency fluctuations have not had a significant effect on our operations since we conduct essentially all of our business in U.S. dollars.

Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 141R, “Business Combinations.” SFAS No. 141R provides companies with principles and requirements on how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree, as well as the recognition and measurement of goodwill acquired in a business combination. SFAS No. 141R also requires certain disclosures to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Acquisition costs associated with the business combination will generally be expensed as incurred. SFAS No. 141R is effective for business combinations occurring in fiscal years beginning after December 15, 2008. Early adoption of SFAS No. 141R is not permitted. The impact on our consolidated financial statements of adopting SFAS No. 141R will depend on the nature, terms and size of business combinations completed after the effective date.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an Amendment of Accounting Research Bulletin (ARB) No. 51.” This statement amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest (minority interest) in a subsidiary and for the deconsolidation of a subsidiary. Upon its adoption, noncontrolling interests will be classified as equity in our Consolidated Balance Sheets. Income and comprehensive income attributed to the noncontrolling interest will be included in our Consolidated Statements of Operations and our Consolidated Statements of Equities and Comprehensive Income. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. The provisions of this standard must be applied retrospectively upon adoption. The adoption of SFAS No. 160 will effect the presentation of these items in our consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an Amendment of SFAS No. 133.” SFAS No. 161 requires disclosures of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008, with early adoption permitted. As SFAS No. 161 is only disclosure related, it will not have an impact on our financial position or results of operations.

In December 2008, the FASB issued FASB Staff Position (FSP) SFAS No. 140-4 and FASB Interpretation (FIN) 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.” This FSP amends SFAS No. 140 and FIN 46(R) to require public companies to disclose additional information regarding transfers of financial assets and interests in variable interest entities. It is effective for all reporting periods that end after December 15, 2008. As FSP SFAS No. 140-4 and FIN 46(R)-8 is only disclosure-related, it will not have an impact on our financial position or results of operations.

CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE SECURITIES LITIGATION REFORM ACT

Any statements contained in this report regarding the outlook for our businesses and their respective markets, such as projections of future performance, statements of our plans and objectives, forecasts of market trends and other matters, are forward-looking statements based on our assumptions and beliefs. Such

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statements may be identified by such words or phrases as “will likely result,” “are expected to,” “will continue,” “outlook,” “will benefit,” “is anticipated,” “estimate,” “project,” “management believes” or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed in such statements and no assurance can be given that the results in any forward-looking statement will be achieved. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Any forward-looking statement speaks only as of the date on which it is made, and we disclaim any obligation to subsequently revise any forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of anticipated or unanticipated events.

Certain factors could cause our future results to differ materially from those expressed or implied in any forward-looking statements contained in this report. These factors include the factors discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended August 31, 2008 under the caption “Risk Factors,” the factors discussed below and any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statements. Since it is not possible to foresee all such factors, these factors should not be considered as complete or exhaustive.

•  Our revenues and operating results could be adversely affected by changes in commodity prices.

•  Our operating results could be adversely affected if our members were to do business with others rather than with us.

•  We participate in highly competitive business markets in which we may not be able to continue to compete successfully.

•  Changes in federal income tax laws or in our tax status could increase our tax liability and reduce our net income.

•  We incur significant costs in complying with applicable laws and regulations. Any failure to make the capital investments necessary to comply with these laws and regulations could expose us to financial liability.

•  Environmental liabilities could adversely affect our results and financial condition.

•  Actual or perceived quality, safety or health risks associated with our products could subject us to liability and damage our business and reputation.

•  Our operations are subject to business interruptions and casualty losses; we do not insure against all potential losses and could be seriously harmed by unexpected liabilities.

•  Our cooperative structure limits our ability to access equity capital.

•  Consolidation among the producers of products we purchase and customers for products we sell could adversely affect our revenues and operating results.

•  If our customers choose alternatives to our refined petroleum products our revenues and profits may decline.

•  Operating results from our agronomy business could be volatile and are dependent upon certain factors outside of our control.

•  Technological improvements in agriculture could decrease the demand for our agronomy and energy products.

•  We operate some of our business through joint ventures in which our rights to control business decisions are limited.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

We did not experience any material changes in market risk exposures for the period ended November 30, 2008, that affect the quantitative and qualitative disclosures presented in our Annual Report on Form 10-K for

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the year ended August 31, 2008. As discussed in our Annual Report on Form 10-K, the market prices of our products significantly decreased during the three months ended November 30, 2008, thereby increasing the risk of nonperformance by counterparties.

Item 4T.   Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of November 30, 2008. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of that date, our disclosure controls and procedures were effective.

During the first fiscal quarter ended November 30, 2008, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

The Montana Department of Environmental Quality (MDEQ) issued a Notice of Violation to us dated September 4, 2007 alleging that our refinery in Laurel, Montana exceeded nitrogen oxides (NOx) limits under a refinery operating permit. Following receipt of the letter, we provided certain facts and explanations regarding the matter to the MDEQ. By letter dated June 27, 2008, the MDEQ has proposed a civil penalty of approximately $0.2 million with respect to the incident. We intend to enter into settlement discussions with the MDEQ in an attempt to alleviate the civil penalty. We believe we are currently in compliance with the NOx limits under the permit, and do not believe that the civil penalty will have a material adverse affect on us.

Item 1A.   Risk Factors

There were no material changes to our risk factors during the period covered by this report. See the discussion of risk factors in Item 1A of our Annual Report on Form 10-K for the fiscal year ended August 31, 2008.

Item 6.     Exhibits

Exhibit			Description
	3	.1	Amended and Restated Bylaws (Incorporated by reference to our Registration Statement on Form S-1, filed December 17, 2008)
	10	.1	Sixth Amendment to 2003 Amended and Restated Credit Agreement between National Cooperative Refinery Association and the Syndication Parties (Incorporated by reference to our Registration Statement on Form S-1, filed December 17, 2008)
	10	.2	Base Indenture dated August 10, 2005 between Cofina Funding, LLC as Issuer and U.S. Bank National Association as Trustee.
	10	.3	Amendment No. 1 to Base Indenture dated as of November 18, 2005 by and among Cofina Funding, LLC (the “Issuer”), Cofina Financial, LLC (the “Servicer”), Bank Hapoalim B.M. (the “Funding Agent”) and U.S. Bank National Association, as Trustee.
	10	.4	Lockbox Agreement dated August 10, 2005 between Cofina Financial, LLC and M&I Marshall & Isley Bank.
	10	.5	Purchase and Sale Agreement dated as of August 10, 2005 between Cofina Funding, LLC, as Purchaser and Cofina Financial, LLC, as Seller.)
	10	.6	Custodian Agreement dated August 10, 2005 between Cofina Funding, LLC, as Issuer; U.S. Bank National Association, as Trustee; and U.S. Bank National Association, as Custodian.
	10	.7	Servicing Agreement dated as of August 10, 2005 among Cofina Funding, LLC, as Issuer; Cofina Financial, LLC, as Servicer; and U.S. Bank National Association, as Trustee.
	10	.8	Omnibus Amendment and Agreement dated as of August 30, 2005 by and among Cofina Funding, LLC (the “Issuer”); Cofina Financial, LLC (the “Servicer”), Cenex Finance Association, Inc. (the “Guarantor”), Bank Hapoalim B.M. (the “Funding Agent”) and U.S. Bank National Association, as Trustee and as Custodian.
	10	.9	Series 2005-A Supplement dated as of August 10, 2005 (to Base Indenture dated as of August 10, 2005) between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee.
	10	.10	Note Purchase Agreement dated as of August 10, 2005 among Cofina Funding, LLC, as Issuer; Bank Hapoalim B.M. as Funding Agent; and the Financial Institutions from time to time parties thereto.
	10	.11	Series 2005-B Supplement dated as of November 18, 2005 (to Base Indenture dated as of August 10, 2005) between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee.
	10	.12	Note Purchase Agreement dated as of November 18, 2005 among Cofina Funding, LLC, as Issuer; Venus Funding Corporation, as the Conduit Purchaser; Bank Hapoalim, B.M., as Funding Agent for the Purchasers; and the Financial Institutions from time to time parties thereto.

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Exhibit			Description
	10	.13	First Amendment to Note Purchase Agreement dated as of November 6, 2008 among Cofina Funding, LLC (the “Issuer”); Venus Funding Corporation (the “Conduit Purchaser”); Bank Hapoalim, B.M., as Funding Agent and as a Committed Purchaser.
	10	.14	Omnibus Amendment and Agreement dated as of May 11, 2007 among Cofina Funding, LLC (the “Issuer”); Cofina Financial, LLC (the “Servicer”), Bank Hapoalim B.M. (the “Funding Agent”); and U.S. Bank National Association as Trustee and as Custodian.
	10	.15	Omnibus Amendment and Agreement No. 2 dated as of October 1, 2007 among Cofina Funding, LLC (the “Issuer”); Cofina Financial, LLC (the “Servicer”), Bank Hapoalim B.M. (the “Funding Agent”); and U.S. Bank National Association as Trustee and as Custodian.
	10	.16	Omnibus Amendment and Agreement No. 3 dated as of May 16, 2008 among Cofina Funding, LLC (the “Issuer”); Cofina Financial, LLC (the “Servicer”), Bank Hapoalim B.M. (the “Funding Agent”); Venus Funding Corporation (the “Conduit Purchaser”) and U.S. Bank National Association as Trustee and as Custodian.
	10	.17	Series 2006-A Supplement dated as of February 21, 2006 (to Base Indenture dated as of August 10, 2005) between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee.
	10	.18	Note Purchase Agreement dated as of February 21, 2006 among Cofina Funding, LLC, as Issuer; Venus Funding Corporation, as the Conduit Purchaser; Bank Hapoalim, B.M., as Funding Agent for the Purchasers; and the Financial Institutions from time to time parties thereto.
	10	.19	First Amendment to Note Purchase Agreement dated as of February 20, 2007 among Cofina Funding, LLC (the “Issuer”); Venus Funding Corporation (the “Conduit Purchaser”); Bank Hapoalim, B.M. (the “Funding Agent”); and the Committed Purchasers party thereto.
	10	.20	Second Amendment to Note Purchase Agreement dated as of February 19, 2008 among Cofina Funding, LLC (the “Issuer”); Venus Funding Corporation (the “Conduit Purchaser”); Bank Hapoalim, B.M. (the “Funding Agent”); and the Committed Purchasers party thereto.
	10	.21	Series 2006-B Supplement dated as of May 16, 2006 (to Base Indenture dated as of August 10, 2005) between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee.
	10	.22	Note Purchase Agreement dated as of May 16, 2006 among Cofina Funding, LLC, as Issuer; Voyager Funding Corporation, as the Conduit Purchaser; Bank Hapoalim, B.M., as Funding Agent for the Purchasers; and the Financial Institutions from time to time parties thereto.
	10	.23	First Amendment to Note Purchase Agreement dated as of May 15, 2007 among Cofina Funding, LLC (the “Issuer”); Voyager Funding Corporation (the “Conduit Purchaser”); Bank Hapoalim, B.M. (the “Funding Agent”); and the Committed Purchasers party thereto.
	10	.24	Second Amendment to Note Purchase Agreement dated as of May 13, 2008 among Cofina Funding, LLC (the “Issuer”); Voyager Funding Corporation (the “Conduit Purchaser”); Bank Hapoalim, B.M. (the “Funding Agent”); and the Committed Purchasers party thereto.
	10	.25	Series 2008-A Supplement dated as of November 21, 2008 (to Base Indenture dated as of August 10, 2005) between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee.
	10	.26	Note Purchase Agreement dated as of November 21, 2008 among Cofina Funding, LLC, as Issuer; Victory Receivables Corporation, as the Conduit Purchaser; The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Funding Agent for the Purchasers; and the Financial Institutions from time to time parties thereto.
	10	.27	Amended and Restated Loan Origination and Participation Agreement dated as of October 31, 2006 by and among AgStar Financial Services, PCA d/b/a ProPartners Financial; CHS Inc.; and Cofina Financial, LLC.
	10	.28	Amendment dated December 11, 2006 to Amended and Restated Loan Origination and Participation Agreement by and among AgStar Financial Services, PCA d/b/a ProPartners Financial; CHS Inc.; and Cofina Financial, LLC.

37

Exhibit			Description
	10	.29	Amendment dated January 5, 2007 to Amended and Restated Loan Origination and Participation Agreement by and among AgStar Financial Services, PCA d/b/a ProPartners Financial; CHS Inc.; and Cofina Financial, LLC.
	10	.30	Amendment dated December 12, 2007 to Amended and Restated Loan Origination and Participation Agreement by and among AgStar Financial Services, PCA d/b/a ProPartners Financial; CHS Inc.; and Cofina Financial, LLC/
	31	.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31	.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32	.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

38

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CHS Inc.
(Registrant)

/s/  John Schmitz

John Schmitz

Executive Vice President and
Chief Financial Officer

January 13, 2009

39

EX-10.2

EXECUTION COPY

COFINA FUNDING, LLC,
as Issuer

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

BASE INDENTURE

Dated as of August 10, 2005

Cofina Variable Funding Asset Backed Notes
(Issuable in Series)

     BASE INDENTURE, dated as of August 10, 2005, between COFINA FUNDING LLC, a Delaware limited liability company, as issuer (the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee.

W I T N E S S E T H:

     WHEREAS, the Issuer has duly executed and delivered this Indenture to provide for the issuance from time to time of one or more series of Notes, issuable as provided in this Indenture; and

     WHEREAS, all things necessary to make this Indenture a legal, valid and binding agreement of the Issuer, enforceable in accordance with its terms, have been done, and the Issuer proposes to do all the things necessary to make the Notes, when executed by the Issuer and authenticated and delivered by the Trustee hereunder and duly issued by the Issuer, the legal, valid and binding obligations of the Issuer as hereinafter provided;

     NOW, THEREFORE, for and in consideration of the premises and the receipt of the Notes by the Noteholders, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Noteholders and any Enhancement Provider as follows:

GRANTING CLAUSE

     The Issuer hereby grants to the Trustee on the Initial Closing Date, for the benefit of the Noteholders, each “Indemnified Party” and “Affected Party” (each as defined in the applicable Note Purchase Agreement”), and each Enhancement Provider (the “Secured Parties”), to secure the Issuer Obligations, a first priority lien on and security interest in all of the Issuer’s right, title and interest in, to and under all of the assets of the Issuer, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, including, without limitation and without duplication: (a) all investment property in which the Issuer has an interest, all of the Issuer’s cash and currency, accounts, chattel paper, instruments, general intangibles, deposit accounts, inventory, goods, documents, letter of credit rights and all other personal property of the Issuer; (b) the Receivables acquired or purported to be acquired by the Issuer under the Purchase Agreement; (c) all Collections; (d) all Related Security; (e) the Collection Account, the Spread Maintenance Account, any Investor Account, any Series Account and any other account maintained by the Trustee for the benefit of the Secured Parties of any Series of Notes (each such account, a “Trust Account”), all monies from time to time deposited therein and all investment property from time to time credited thereto; (f) all certificates and instruments, if any, representing or evidencing any or all of the Trust Accounts or the funds on deposit therein from time to time; (g) all Permitted Investments made at any time and from time to time with moneys in the Trust Accounts or any subaccount thereof (including income on such investments, unless otherwise specified in a Series Supplement); (h) to the extent set forth in the Series Supplement for a Series, any Enhancement; (i) all monies available under or pursuant to any Enhancement to be provided for any Series for payment to the Noteholders of such Series; (j) the Issuer’s rights, powers and benefits, but none of its obligations or burdens, under the Servicing Agreement, the Purchase and Contribution Agreement (including, without limitation, all rights to require the repurchase of Receivables) and the Purchase Agreement (including, without limitation, all rights to require the repurchase of Receivables); (k) all additional property that may from time to time

hereafter (pursuant to the terms of any Series Supplement or otherwise) be subjected to the grant and pledge hereof by the Issuer or by anyone on its behalf; and (l) all present and future claims, demands, causes and choses in action and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of all of the foregoing and the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, general intangibles, insurance proceeds, investment property, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Trust Estate”).

     The foregoing Grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority or distinction except as set forth herein, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture.

     The Trustee, for the benefit of the Secured Parties, hereby acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and the lien on and security interest in the Trust Estate conveyed by the Issuer pursuant to the Grant, declares that it shall maintain such right, title and interest, upon the trust set forth herein, for the benefit of all Secured Parties and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Secured Parties may be adequately and effectively protected.

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

     Section 1.1. Definitions. Certain capitalized terms used herein (including the preamble and the recitals hereto) shall have the following meanings:

     “Acceptable” means, with respect to any Receivable, one with a UCS Score of A1, A2 or A3 in accordance with the Credit Manual.

     “Accrued Facility Costs” means, on any Business Day, the aggregate of (a) the Trustee Fees and Expenses due and payable with respect to the current Settlement Period and any prior Settlement Period (to the extent unpaid), (b) the Servicing Fee due and payable with respect to the current Settlement Period and any prior Settlement Period (to the extent unpaid), (c) the Premium payments due and payable with respect to the current Settlement Period and any prior Settlement Period (to the extent unpaid), (d) the custodian fees due and payable with respect to the current Settlement Period and any prior Settlement Period (to the extent unpaid), (e) any amounts due and payable with respect to the current Settlement Period and any prior Settlement Period (to the extent unpaid) under all Interest Rate Hedge Agreements, (f) the Interest Payments due and payable with respect to the current Settlement Period and any prior Settlement Period, (g) Scheduled Principal Payment Amounts due and payable with respect to the current Settlement Period and any prior Settlement Period (to the extent unpaid), (h) Supplemental Principal Payment Amounts due and payable with respect to the current Settlement Period and any prior Settlement Period (to the extent unpaid) and (i) all other fees, expenses and indemnities

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due and payable by the Issuer under the Transaction Documents with respect to the current Settlement Period and any prior Settlement Period (to the extent unpaid). To the extent amounts “due and payable” hereunder cannot be calculated because they cannot yet be determined, such amounts will be deemed to be equal to 120% of the corresponding amount due and payable on the most recent Settlement Date.

     “Advance Percentage” means 85%.

     “Adverse Claim” shall mean a lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person (including any UCC financing statement or any similar instrument filed against such Person’s assets or properties), other than a Permitted Encumbrance.

     “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of voting stock, by contract or otherwise. A Person shall be presumed to be an Affiliate of another Person where (a) such Person beneficially owns or holds 10% or more of any class of voting securities of such designated Person or 10% or more of the equity interests in such designated Person; or (b) such designated Person beneficially owns or holds 10% or more of any class of voting securities in such Person or such designated Person beneficially owns or holds 10% or more of the equity interests in such Person.

     “Agent” means any Transfer Agent and Registrar or Paying Agent.

     “Amortization Commencement Date” means, with respect to a Series of Notes, the date on which an Early Amortization Event for such Series is deemed to have occurred pursuant to Section 9.1 or the start of the Amortization Period with respect to such Series of Notes.

     “Amortization Period” means, with respect to any Series of Notes, or any Class within a Series, the period following the Revolving Period (as defined in any related Series Supplement) which shall be any of the Controlled Amortization Period, Principal Amortization Period or the Rapid Amortization Period, each as defined in the applicable Series Supplement.

     “Applicants” shall have the meaning specified in Section 4.2(b).

     “Authorized Newspaper” shall mean a newspaper of general circulation in the Borough of Manhattan, the City of New York printed in the English language (or, with respect to any Series, any additional city specified in the Series Supplement for such Series) and customarily published on each Business Day, whether or not published on Saturdays, Sundays and holidays.

     “Available Distribution Amount” For any Settlement Date, an amount equal to the sum (without duplication) of (i) the Collections received by the Issuer or the Servicer during the immediately preceding Monthly Period, (ii) all amounts received by the Issuer pursuant to any Interest Rate Hedge Agreement with respect to such Settlement Date, (iii) Deemed Collections received by the Issuer with respect to the immediately preceding Monthly Period, (iv) amounts deposited in the Collection Account from the Spread Maintenance Account representing funds in

3

excess of the amount required to be on deposit therein, (v) any earnings on Permitted Investments in the Collection Account or the Spread Maintenance Account to the extent that such earnings were earned with respect to such account during the related Monthly Period, and (vi) funds deposited to the Collection Account and treated as Investment Earnings that were earned during the related Monthly Period in accordance with Section 5.3(f).

     “Bankruptcy Code” means The Bankruptcy Reform Act of 1978, as amended from time to time, and as codified as 11 U.S.C. Section 101 et seq.

     “Base Indenture” means this Base Indenture, dated as of August 10, 2005 between the Issuer and the Trustee, as amended, restated, modified or supplemented from time to time in accordance with the Transaction Documents, exclusive of any Series Supplements.

     “Bearer Notes” shall have the meaning specified in Section 2.1.

     “Bearer Rules” shall mean the provisions of the Code, in effect from time to time, governing the treatment of bearer obligations, including without limitation sections 163(f), 165(j), 871, 881, 1287(a), 1441, 1442 and 4701.

     “Benefit Plan” shall mean any employee benefit plan as defined in Section 3(3) of ERISA in respect of which the Issuer, any Seller or any ERISA Affiliate of the Issuer or any Seller is, or at any time during the immediately preceding six (6) years was, an “employer” as defined in Section 3(5) of ERISA.

     “Book-Entry Notes” means beneficial interests in Notes, ownership and transfers of which shall be evidenced or made through book entries by a Clearing Agency or a Foreign Clearing Agency as described in Section 2.16; provided that after the occurrence of a condition whereupon book-entry registration and transfer are no longer permitted and Definitive Notes are issued to the Note Owners, such Definitive Notes shall replace Book-Entry Notes.

     “Book Value” means the value of an Obligor’s assets as calculated by the Servicer in accordance with the Credit Manual using such Obligor’s most recent fiscal year end financial statements received by the Servicer.

     “Borrowing Base” means, at any time, (a) the product of the Receivable Balances of all Eligible Loans multiplied by the Advance Percentage minus (b) the sum of the Concentration Overage Amount and the Credit Reserve.

     “Borrowing Base Deficiency” shall be deemed to exist if, at any time, (a) the sum of the aggregate outstanding principal balance of all Notes of all Series minus all Collections on deposit in the Collection Account and the Settlement Account at such time in excess of the amount of all Accrued Facility Costs at such time exceeds (b) the Borrowing Base.

     “Business Day” means, unless otherwise specified in a Series Supplement, any day that DTC is open for business at its office in New York City and any day other than a Saturday, Sunday or other day on which banking institutions or trust companies in the State of Minnesota generally or the City of New York are authorized or obligated by law, executive order or governmental decree to be closed; provided, however, that the term “Business Day,” when used

4

in connection with a rate of interest determined by reference to the prevailing rates for eurodollar deposits in the London interbank market, shall also exclude any day on which dealings are not carried out in the London interbank market or on which banks are closed for business in London, England.

     “Business Taxes” shall mean any Federal, state or local income taxes or taxes measured by income, property taxes, excise taxes, franchise taxes or similar taxes.

     “Capitalized Lease” of a Person shall mean any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.

     “Certificated Security” means a “certificated security” within the meaning of the applicable UCC.

     “CFA” means Cenex Finance Association, Inc., a Minnesota corporation.

     “CHS” means CHS Inc., a Minnesota corporation.

     “Class” means, with respect to any Series, any one of the classes of Notes of that Series as specified in the related Series Supplement.

     “Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act or any successor provision thereto.

     “Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency or Foreign Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency or Foreign Clearing Agency.

     “Clearstream, Luxembourg” means Clearstream Banking, société anonyme.

     “Closing Date” means the Initial Closing Date or any Series Closing Date.

     “Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

     “Cofina” means Cofina Financial, LLC, a Minnesota limited liability company.

     “Cofina Officer’s Certificate” shall mean a certificate signed by any Responsible Officer of the Issuer, a Seller or the Servicer, as the case may be, and delivered to the Trustee.

     “Collateral Interests” shall have the meaning, if any, with respect to any Series, specified in the related Series Supplement.

     “Collection Account” shall have the meaning specified in Section 5.3(b).

     “Collections” shall mean, with respect to any Receivable, all cash collections and other proceeds of such Receivable, including, without limitation, all principal, Finance Charges and

5

Recoveries, if any, and cash proceeds of Related Security with respect to such Receivable and any Deemed Collections, in each case, received on or after the applicable Cut-Off Date. Without limiting the foregoing, the term “Collections” shall refer to the Collections on all of the Receivables collectively.

     “Commission” means the United States Securities and Exchange Commission.

     “Concentration Overage Amount” means, at any time, the aggregate dollar amount (without duplication) by which each limitation set forth below is exceeded:

     (a) the aggregate Loan Commitments for any one Obligor cannot exceed 4.0% of the aggregate outstanding Loan Commitments for all Obligors of Eligible Receivables;

     (b) the aggregate Loan Commitments for the five (5) Obligors with the largest Loan Commitments cannot exceed 25% of the aggregate outstanding Loan Commitments for all Obligors of Eligible Receivables;

     (c) the aggregate Loan Commitments for the ten (10) Obligors with the largest Loan Commitments cannot exceed 35% of the aggregate outstanding Loan Commitments for all Obligors of Eligible Receivables;

     (d) the aggregate Loan Commitments for each of the following states (individually) cannot exceed 35% (in the case of Minnesota) or 25% (in the case of North Dakota) of the aggregate outstanding Loan Commitments for all Obligors of Eligible Receivables;

     (e) the aggregate Loan Commitments for any state (other than Minnesota or North Dakota) in which the applicable originating Seller has been doing finance business for more than two (2) years cannot exceed 20% of the aggregate outstanding Loan Commitments for all Obligors of Eligible Receivables;

     (f) the aggregate Loan Commitments for any state in which the applicable originating Seller has been doing finance business for less than two (2) years cannot exceed 12% of the aggregate outstanding Loan Commitments for all Obligor of Eligible Receivables; and

     (g) the Receivable Balance to Stressed Realized Value for any Obligor cannot exceed 90%.

     “Contractual Obligation” means, with respect to any Person, any provision of any security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

     “Control” means, with respect to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through ownership of securities, by contract or otherwise, and “Controlled” and “Controlling” shall have meanings correlative to the foregoing.

6

     “Controlled Amortization Period” means, with respect to any Series of Notes, the period specified, if any, in the applicable Series Supplement.

     “Cooperative” means an organization which distributes or allocates a major portion of its earnings or losses on the basis of patronage.

     “Corporate Trust Office” shall mean the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Base Indenture is located at 60 Livingston Avenue, EP-MN-WS3D, St. Paul, MN 55107, Attention: Structured Finance/Cofina Funding, LLC.

     “Cost of Carry” means, for any Monthly Period, the per annum percentage equal to the aggregate of weighted average interest (including Premium and program and facility fees, as applicable) and fee (including applicable Premium rates) rates for all Series, the Servicing Fee Rate, the rate equivalent of the Trustee Fees and Expenses.

     “Coupon” shall have the meaning specified in Section 2.1.

     “Credit Enhancement” means, with respect to any Series of Notes, the rights and benefits provided to the Noteholders of such Series of Notes (or the Trustee on their behalf) pursuant to an insurance policy as designated in the applicable Series Supplement.

     “Credit Manual” shall mean the Cofina Credit Policies and Procedures Manual as in effect on the Closing Date and as amended from time to time in compliance with Section 2.12(c) of the Servicing Agreement.

     “Credit Reserve” means, as of any date of determination, the aggregate amount by which the aggregate Receivable Balances of all Eligible Receivables of the largest number of Obligors (such number determined by applying the table below) exceed [the product of (A) the aggregate Receivable Balances of all Eligible Receivables and (B) (1- the Advance Percentage/100)]:

	# of Largest Obligors to be
	covered by the Credit
# of Obligors in the Program	Reserve
120	3
100	4
80	5
60	6
50	7
40	8
30	9
20	10
15 or less	11

     “Custodian” means the Person acting as custodian under the Custodian Agreement, which shall initially be U.S. Bank National Association.

7

     “Custodian Agreement” means the Custodian Agreement, dated as of the Initial Closing Date, among the Issuer, the Trustee and the Custodian, as the same may be amended, modified or supplemented from time to time in accordance with the Transaction Documents.

     “Custodian File” shall have the meaning specified in the Purchase Agreement.

     “Cut-Off Date” means, with respect to a Receivable, the date specified pursuant to the Purchase Agreement as the date on and after which Collections received with respect to such Receivable shall be for the account of the Issuer.

     “Daily Servicer Report” shall mean a report substantially in the form attached as Exhibit A to the Servicing Agreement or in such other form as shall be agreed between the Servicer and the Trustee, with the consent of the Required Persons for each Series.

     “Deemed Collections” means in connection with any Receivable, all amounts payable (without duplication) with respect to such Receivable, by (i) a Seller pursuant to Section 2.07 of the Purchase Agreement or the Purchase and Contribution Agreement, (ii) the Servicer pursuant to Section 2.11 of the Servicing Agreement and/or (iii) the Servicer pursuant to Section 3.02(c) of the Servicing Agreement.

     “Default” means any occurrence that is, or with notice or lapse of time or both would become, an Event of Default.

     “Defaulted Obligor” means an Obligor (i) of a Defaulted Receivable, (ii) which is subject to an Event of Bankruptcy or (iii) which is in default with regard to any other debt owed to a Seller or the Issuer.

     “Defaulted Receivable” shall mean a Receivable: (i) as to which any payment, or part thereof, remains unpaid for 90 days from the original due date for such payment, (ii) as to which payments have been extended, or the terms of payment thereof rewritten other than in accordance with the provisions of the Servicing Agreement, or (iii) the related Obligor with respect to such Receivable is a Defaulted Obligor; provided that a Receivable shall cease to be treated as a Defaulted Receivable hereunder on the date on which such Receivable has been or should have been, consistent with the Credit Manual, classified as a Loss by the Servicer; provided, further, that if any such Receivable has not constituted a Defaulted Receivable in a Monthly Period prior to the Monthly Period in which such Receivable is (or should have been) classified as a Loss, such Receivable shall be included in the Default Ratio for the Monthly Period in which such Receivable is (or should have been) classified as a Loss.

     “Default Ratio” means, as of the end of any Monthly Period, the three month rolling average of the ratio (expressed as a percentage) of the aggregate Receivable Balance of all Receivables which constitute Defaulted Receivables as of the last day of the applicable Monthly Period divided by the aggregate Receivable Balance of all Eligible Receivables as of the last day of such Monthly Period.

     “Definitive Notes” is defined in Section 2.16(f).

8

     “Delinquency Ratio” means, as of the end of any Monthly Period, the three month rolling average of the ratio (expressed as a percentage) of the aggregate Receivable Balance of all Eligible Receivables which constitute Delinquent Receivables as of the last day of the applicable Monthly Period divided by the aggregate Receivable Balance of all Eligible Receivables as of the last day of the applicable Monthly Period.

     “Delinquent Obligor” means an Obligor (i) of a Delinquent Receivable or (ii) which is delinquent for 45 days or more in regard to any other debt owed to a Seller or the Issuer.

     “Delinquent Receivable” shall mean a Receivable that is not a Defaulted Receivable and (i) as to which any payment, or part thereof, remains unpaid for 45 days or more from the original due date for such payment, (ii) which has been or, consistent with the Credit Manual, should be classified as delinquent by the Servicer or (iii) the related Obligor with respect to such Receivable is a Delinquent Obligor.

     “Depository” shall have the meaning specified in Section 2.16(a).

     “Depository Agreement” means, with respect to each Series, the agreement among the Issuer, the Trustee and the Clearing Agency or Foreign Clearing Agency, or as otherwise provided in the related Series Supplement.

     “Determination Date” means, unless otherwise specified in the related Series Supplement, the third Business Day prior to each Series Transfer Date.

     “Dollars” and the symbol “$” mean the lawful currency of the United States.

     “Doubtful” means, with respect to any Receivable, that such Receivable has a UCS Score of “Doubtful” in accordance with the Credit Manual.

     “DTC” means The Depository Trust Company.

     “Early Amortization Event” shall have the meaning set forth in Section 10.1.

     “Eligible Interest Rate Hedge Counterparty” means any bank that has both (x) a long-term unsecured debt rating of at least “A+/A1” (or the equivalent) from the applicable Rating Agency (so long as such Rating Agency is then rating any Series of Notes Outstanding hereunder) and (y) a short-term unsecured debt rating of “A1/F1/P1” (or the equivalent) from the applicable Rating Agency (so long as such Rating Agency is then rating any Series of Notes Outstanding hereunder).

     “Eligible Receivable” means, at any time, a Receivable:

     (i) which is currently owing under an Obligor Note, which Obligor Note and the related Loan Documents have been duly authorized and are in full force and effect and constitute the legal, valid and binding obligation of the Obligor enforceable against such Obligor in accordance with their respective terms;

9

     (ii) which was originated in the ordinary course of business of the applicable Seller under Loan Documents substantially in the form as set forth as Exhibit B to the Purchase and Contribution Agreement;

     (iii) in respect of which no material default exists and with respect thereto there is not then in effect any waiver by the applicable Seller of any: (i) material default with respect thereto; or (ii) any event or circumstance that would, with notice, the passage of time, or both, become a material default with respect thereto;

     (iv) which is (A) not a Defaulted Receivable and (B) not a Delinquent Receivable on the date of acquisition by the Issuer;

     (v) which, together with the Loan Documents related thereto, constitutes an “account,” a “general intangible,” “chattel paper” or an “instrument” within the meaning of the UCC of all jurisdictions which govern the perfection of the Issuer’s or the Trustee’s interest therein;

     (vi) with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Official Body required to be obtained, effected or given in connection with the origination, transfer or pledge of such Receivable have been duly obtained, effected or given and are in full force and effect;

     (vii) the Obligor of which is not an Affiliate of the Issuer or any Seller (other than CHS, provided that all Obligors which are Affiliates of CHS shall be treated as a single Obligor for purposes of the definition of “Concentration Overage Amount”);

     (viii) the Obligor of which has incurred the obligations relating to such Receivable strictly for business purposes and not for personal, family or household purposes and is organized in and a resident of the United States;

     (ix) the Obligor of which is a Cooperative or a limited liability company which is majority owned by Cooperatives and not an Official Body or other governmental authority;

     (x) which is denominated and payable only in United States Dollars in the United States;

     (xi) which, with respect to any Operating Loan, requires interest payments to be made not less frequently than monthly and the outstanding principal balance to be paid in full not later than the applicable due date or commitment termination date for such Operating Loan, but in no event later than fourteen (14) months from the closing date of such Operating Loan;

     (xii) which, with respect to any Term Loan, (A) requires principal payments (a) to be made not less frequently than in equal monthly installments sufficient to fully amortize the outstanding principal balance over the term of the Term Loan and (b) to be paid in full not later than the applicable due date for such Term Loan, but in no event longer than ten (10) years from the closing date of such Term Loan, and interest

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payments to be made not less frequently than monthly, and (B) does not have a weighted average life in excess of 7 years;

     (xiii) which, together with the Loan Documents related thereto, does not contravene any laws, rules or regulations applicable thereto (including laws, rules and regulations relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no party to the Loan Documents related thereto is in violation of any such law, rule or regulation in any respect;

     (xiv) which is prepayable at any time and, together with the related Loan Documents and Related Security, is fully assignable;

     (xv) which satisfies in all material respects the applicable requirements of the Credit Manual (except, with respect to Receivables originated by CHS, as otherwise listed in a schedule delivered to the Required Persons on or prior to the date of initial sale of Receivables by CHS under the Purchase and Contribution Agreement);

     (xvi) which is secured by a perfected, assignable, first priority security interest in the Related Security in favor of the applicable Seller free and clear of all Liens (except Permitted Encumbrances) prior to the acquisition by the Issuer;

     (xvii) which has not been compromised, adjusted or similarly modified other than in accordance with the Credit Manual and as permitted by the Transaction Documents;

     (xviii) with respect to which the Loan Documents are complete and in accordance with the Credit Manual;

     (xix) the Obligor of which was not classified as Substandard, Doubtful or Loss in accordance with the Credit Manual at the time of acquisition by the Issuer;

     (xx) with respect to which (a) the Issuer has good and marketable title and a valid ownership interest (which ownership interest, to the extent it constitutes a security interest under the UCC, shall be perfected and of first priority free and clear of all Liens (except Permitted Encumbrances)) in the Related Security and good and marketable title and a valid ownership interest (which ownership interest, to the extent it constitutes a security interest under the UCC, shall be perfected and of first priority) in the Receivable; and (b) the Trustee has a first priority perfected security interest in the Receivable free and clear of all Liens and a first priority perfected security interest in the Related Security free and clear of all Liens (except Permitted Encumbrances);

     (xxi) the Obligor of which has been instructed (or will be instructed within 10 Business Days of the acquisition of such Receivables by the Issuer) to make all payments directly to the Lockbox Account or the Collection Account;

     (xxii) with respect to which the outstanding principal balance is less than the Risk Capital Limit for the related Obligor;

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     (xxiii) the Obligor of which has provided the Servicer with monthly financial statements in accordance with the Loan Documents within 35 days of each month end;

     (xxiv) as to which the applicable Seller has satisfied all obligations on its part with respect to such Receivable required to be fulfilled pursuant to the applicable Loan Documents or in connection with the transfer and any applicable agreement pursuant to which such transfer occurs;

     (xxv) as to which none of the applicable Seller, the Issuer or the Servicer has taken any action which would impair, or failed to take any action necessary to avoid impairing, the rights of the Trustee for the benefit of the Secured Parties therein, other than actions or failures to take action by the Servicer which are permitted under the Credit Manual and the Transaction Documents;

     (xxvi) which is not subject to any right of rescission, setoff, counterclaim or any other defense (including defenses arising out of violations of usury laws) of any Obligor, other than defenses arising out of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights in general and general equity principles;

     (xxvii) which complies with the representations and warranties made with respect thereto by each applicable Seller in the Purchase Agreement and the Purchase and Contribution Agreement;

     (xxviii) the Related Security of which is insured as required by the Transaction Documents and the Credit Manual;

     (xxix) is not subordinated in any respect to any other Indebtedness of the relevant Obligor;

     (xxx) the Outstanding Balance of which is less than the related Loan Commitment amount under the Loan Documents;

     (xxxi) in respect of which no security deposit or reserve paid or created by the related Obligor exists; and

     (xxxii) the Custodian File with respect to which shall have been delivered to the Custodian within two (2) Business Days following acquisition thereof by the Issuer.

     “Enhancement” means, with respect to any Series of Notes, the rights and benefits provided directly to the Noteholders of such Series of Notes (or the Trustee on their behalf) pursuant to any Credit Enhancement.

     “Enhancement Agreement” means any contract, agreement, insurance policy, surety bond, instrument or document (other than a Series Supplement) governing the terms of any Enhancement or pursuant to which any Enhancement is issued or outstanding.

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     “Enhancement Provider” means the Person providing any Enhancement as designated in the applicable Series Supplement, other than any Noteholders the Notes of which are subordinated to any class or Series of Notes.

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, supplemented or otherwise modified and in effect from time to time, and the rules and regulations promulgated thereunder.

     “ERISA Affiliate” shall mean, with respect to any Person, (i) any corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as such Person; (ii) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with such Person; or (iii) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as such Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above.

     “ERISA Event” shall mean any of the following: (i) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; (ii) the receipt by such Person or any ERISA Affiliate from the Pension Benefit Guaranty Corporation or a plan administrator of any notice relating to an intention to terminate any Pension Plan or Pension Plans or to appoint a trustee to administer any Plan; (iii) the incurrence by such Person or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Pension Plan or Multiemployer Plan; (iv) any “reportable event” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Pension Plan (other than an event for which the 30-day notice period is waived), (v) the incurrence by such Person or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or (vi) the receipt by such Person or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from such Person or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

     “Euroclear” shall mean Euroclear Bank S.A./N.V.

     “Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if:

          (a) (i) a case or other proceeding shall be commenced, without the application or consent of such Person, before any Official Body, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or adjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts; or (ii) an order for relief in respect of such Person shall be entered in an involuntary case under the Federal bankruptcy laws or other similar laws now or hereafter in effect; or

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          (b) such Person shall (i) consent to the institution of any proceeding or petition described in clause (a) of this definition, or (ii) commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors shall vote to implement any of the foregoing.

     “Event of Default” has the meaning specified in Section 11.1.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Expected Final Settlement Date” means, with respect to any Series of Notes, the date, if any, stated in the applicable Series Supplement as the date on which such Series of Notes is expected to be paid in full.

     “FDIC” means the Federal Deposit Insurance Corporation.

     “Finance Charges” shall mean any finance, interest, late or similar charges or fees owing by an Obligor pursuant to the Obligor Notes and related Loan Documents.

     “Fitch” means Fitch, Inc.

     “Foreign Clearing Agency” shall mean Clearstream and Euroclear.

     “GAAP” means those principles of accounting set forth in pronouncements of the Financial Accounting Standards Board, the American Institute of Certified Public Accountants and are applicable in the circumstances as of the date of a report, as such principles are from time to time supplemented and amended.

     “Global Note” shall have the meaning specified in Section 2.19.

     “Grant” means the Issuer’s grant of a lien on and security interest in, to and under the Trust Estate as set forth in the Granting Clause of this Base Indenture.

     “Holder” or “Noteholder” shall mean the Person in whose name a Note is registered in the Note Register and, if applicable, the holder of any Bearer Note or Coupon, as the case may be, or such other Person deemed to be a “Holder” or “Noteholder” in any related Series Supplement. Notwithstanding anything to the contrary contained here, in the event that the Noteholders under any Series shall have received all principal, interest and other sums owing to such Noteholders under the Notes and the other Transaction Documents and any sums shall be due to any Enhancement Providers under such Series, then such Enhancement Providers shall be deemed to be the Holders of such Notes for all purposes hereof.

     “Indebtedness” shall mean, with respect to any Person, such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property other than

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accounts payable arising in the ordinary course of such Person’s business on terms customary in the trade, (iii) obligations, whether or not assumed, secured by liens on or payable out of the proceeds or production from, property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) Capitalized Lease obligations, (vi) net payment obligations to a counterparty under an Interest Rate Hedge Agreement, (vii) obligations under letters of credit or similar obligations and (viii) obligations of another Person of a type described in clauses (i) through (vii) above, for which such Person is obligated pursuant to a guaranty, put or similar arrangement.

     “Indenture” means this Base Indenture, together with all Series Supplements, as the same may be amended, restated, modified or supplemented from time to time.

     “Indenture Termination Date” shall have the meaning specified in Section 13.1.

     “Independent” means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Issuer, any other obligor upon the Notes, each Seller and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, any Seller or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, any Seller or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

     “Independent Certificate” means a certificate or opinion to be delivered to the Trustee and the Notice Persons under the circumstances described in, and otherwise complying with, the applicable requirements of Section 16.1, prepared by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Trustee (in the exercise of reasonable care), and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent within the meaning thereof.

     “Initial Closing Date” means August 10, 2005.

     “Initial Note Principal” means, with respect to any Series of Notes, the amount stated in the related Series Supplement.

     “Interest Payment” means, for each Series of Notes Outstanding on any Settlement Date, all amounts to be paid from the related Settlement Account on such Settlement Date which represent payments of Monthly Interest (as defined in the applicable Series Supplement) on such Series of Notes.

     “Interest Rate Hedge Agreement” means an ISDA interest rate cap agreement, ISDA interest rate swap agreement, ISDA interest rate ceiling agreement, ISDA interest rate floor agreement or any combination of the foregoing or other similar agreement entered into between the Issuer and the Interest Rate Hedge Provider named therein, including any schedules and confirmations prepared and delivered in connection therewith, pursuant to which recourse by the Interest Rate Hedge Provider to the Issuer is limited to the Trust Estate and the Available Distribution Amount which pursuant to the terms of the Indenture is available for such purpose, and otherwise in form and substance acceptable to the Required Persons for each Series.

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     “Interest Rate Hedge Provider” means any Eligible Interest Rate Hedge Counterparty or any counterparty to a cap, collar or other hedging instrument permitted to be entered into pursuant to this Indenture.

     “Investment Company Act” means the Investment Company Act of 1940, as amended.

     “Investment Earnings” means all interest and earnings (net of losses and investment expenses) accrued on funds on deposit in the Trust Accounts (except if otherwise provided with respect to any Series Account in the related Series Supplement).

     “Investor Account” shall mean each of the Settlement Accounts.

     “Issuer” is defined in the preamble of this Base Indenture.

     “Issuer Obligations” means all principal and interest, at any time and from time to time, owing by the Issuer on the Notes and all costs, fees and expenses and other amounts owing or payable by, or obligations of, the Issuer under the Indenture and/or the Transaction Documents.

     “Issuer Order” and “Issuer Request” means a written order or request signed in the name of the Issuer by any one of its Responsible Officers and delivered to the Trustee.

     “Law” shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Official Body.

     “Legal Final Settlement Date” is defined, with respect to any Series of Notes, in the applicable Series Supplement.

     “Lien” shall mean any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the UCC or comparable law of any jurisdiction).

     “Loan Commitment” means, with respect to any Obligor, the maximum aggregate amount required to be advanced to the related Obligor under the terms of the related Loan Documents.

     “Loan Commitment to Book Value Ratio” means, with respect to any Obligor, the ratio of (i) the Obligor’s combined Loan Commitments to (ii) the related Book Value.

     “Loan Document” means with respect to any Receivable, the related Obligor Note and any related loan agreements, security agreements, mortgages, acknowledgements (if required), financing statements and other documents, instruments, certificates or assignments (including amendments or modifications thereof) executed by the Obligor thereof or by another Person on the Obligor’s behalf or for the Obligor’s benefit in respect of such Receivable and related Obligor Note, including letters of credit, general or limited guaranties or other credit enhancement.

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     “Lockbox Account” initially, account number established at M&I.

     “Loss” means, with respect to any Receivable, that for such Receivable the assets have been collected and the amount collected was insufficient to repay the Loan in full.

     “M&I” means M&I Marshall & Ilsley Bank.

     “Material Adverse Effect” shall mean any event or condition which would have a material adverse effect on (i) the collectibility of any material portion of the Receivables, (ii) the condition (financial or otherwise), businesses or properties of the Issuer, the Servicer or any Seller, (iii) the ability of the Issuer, the Servicer or any Seller to perform its respective obligations under the Transaction Documents to which it is a party, (iv) the Lien or other interests of the Trustee or any Secured Party in the Trust Estate or under the Transaction Documents or their rights, powers and remedies thereunder.

     “Maximum Principal Amount” means, for each Series of Warehouse Notes, the meaning specified in the related Series Supplement.

     “Monthly Noteholders’ Statement” means, with respect to any Series of Notes, a statement substantially in the form attached to the relevant Series Supplement, with such changes as the Servicer may determine to be necessary or desirable with the consent of the Required Persons for each Series; provided, however, that no such change shall serve to exclude information expressly required by this Base Indenture or any Series Supplement.

     “Monthly Period” shall mean, unless otherwise defined in any Series Supplement, the period from and including the first day of a calendar month to and including the last day of a calendar month.

     “Monthly Servicer Report” shall mean a report substantially in the form attached as Exhibit A to the Servicing Agreement or in such other form as shall be agreed between the Servicer and the Trustee, with the consent of the Required Persons for each Series.

     “Moody’s” means Moody’s Investors Service.

     “Multiemployer Plan” shall mean a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA with respect to which a Seller, the Issuer or any ERISA Affiliate of a Seller or the Issuer is making, is obligated to make, or has made or been obligated to make, contributions on behalf of participants who are or were employed by any of them.

     “Net Yield Amount” means for any Monthly Period an amount equal to the excess of (A) the sum of collections with respect to Finance Charges plus Recoveries and any Investment Earnings over (B) the sum of (a) interest and fees (including program and facility fees if applicable) accrued for the current Monthly Period with respect to all Series and overdue interest and fees with respect to the Notes of all Series (together with, if applicable, interest on such overdue interest and fees at the rate specified in the accompanying Series Supplements), (b) accrued and unpaid Servicing Fees, Custodian fees and expenses, Premium and Trustee Fees and Expenses for such Monthly Period and (c) any other costs, expenses, or liabilities of the Issuer of

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any nature whatsoever incurred during such Monthly Period (except for the obligations of the Issuer to pay any principal on the Notes outstanding at such time or any Business Taxes)

     “New Series Issuance” means any issuance of a new Series of Notes pursuant to Section 2.2.

     “New Series Issuance Date” shall have the meaning, with respect to any Series issued pursuant to a New Series Issuance, specified in Section 2.2.

     “New Series Issuance Notice” shall have the meaning, with respect to any Series issued pursuant to a New Series Issuance, specified in Section 2.2.

     “Non-U.S. Person” means a person who is not a “U.S. Person” as such term is defined in Regulation S.

     “Note Interest” shall mean interest payable in respect of the Notes of any Series pursuant to the Series Supplement for such Series.

     “Note Owner” means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or Foreign Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency or Foreign Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency or Foreign Clearing Agency).

     “Note Principal” means, with respect to any Series, the principal payable in respect of the Notes of each Series pursuant to Article 5.

     “Note Purchase Agreement” means, with respect to any Series, the note purchase agreement, private placement agreement, subscription agreement or other agreement pursuant to which the Issuer initially sells the Notes of such Series, as such agreement may be amended, supplemented or otherwise modified and in effect from time to time in accordance with the Transaction Documents.

     “Note Rate” means, with respect to any Series of Notes (or, for any Series with more than one Class, for each Class of such Series), the annual rate at which interest accrues on the Notes of such Series of Notes (or formula on the basis of which such rate shall be determined) as stated in the applicable Series Supplement.

     “Note Register” means the register maintained pursuant to Section 2.6(a), providing for the registration of the Notes and transfers and exchanges thereof.

     “Notes” shall mean any one of the notes (including the Bearer Notes, the Registered Notes or the Global Notes) issued by the Issuer, executed and authenticated by the Trustee substantially in the form (or forms in the case of a Series with multiple classes) of the note attached to the related Series Supplement or such other obligations of the Issuer deemed to be a “Note” in any related Series Supplement.

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     “Notice Persons” means, with respect to any Series of Notes, the Persons identified as such in the applicable Series Supplement.

     “Obligor” shall mean, with respect to any Receivable, the Person or Persons directly or indirectly obligated to make payments with respect to such Receivable, including any guarantor thereof.

     “Obligor Note” shall mean, with respect to any Operating Loan or Term Loan, the promissory note, instrument or other writing entered into by the related Obligor in connection with or evidencing the indebtedness of the Obligor under such Operating Loan or Term Loan.

     “Officer’s Certificate” means a certificate signed by any Responsible Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 16.1 and delivered to the Trustee. Unless otherwise specified, any reference in this Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any Responsible Officer of the Issuer.

     “Official Body” shall mean any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic, or any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles.

     “Operating Loan” means any loan facility used to finance working capital and current or seasonal assets (e.g., inventories and accounts receivable) with an original maturity date of fourteen (14) months or less.

     “Opinion of Counsel” means one or more written opinions of counsel to the Issuer, the Sellers or the Servicer who (except in the case of opinions regarding matters of organizational standing, power and authority, conflict with organizational documents, conflict with agreements other than Transaction Documents, qualification to do business, licensure and litigation or other proceedings) shall be external counsel, satisfactory to the Trustee and the applicable Notice Persons, which opinions shall comply with any applicable requirements of Section 16.1, and shall be in form and substance satisfactory to the Trustee and the applicable Notice Persons, and shall be addressed to the Trustee and the applicable Notice Persons. An Opinion of Counsel may, to the extent same is based on any factual matter, rely on an Officer’s Certificate or a Cofina Officer’s Certificate as to the truth of such factual matter.

     “Other Assets Especially Mentioned” means, with respect to any Receivable, that such Receivable has a UCS Score of “Other Assets Especially Mentioned” in accordance with the Credit Manual.

     “Outstanding Balance” shall mean, with respect to any Receivable at any time, the then outstanding principal amount thereof, excluding any accrued and outstanding Finance Charges related thereto.

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     “Paying Agent” shall mean any paying agent appointed pursuant to Section 2.7 and shall initially be the Trustee.

     “Pension Plan” shall mean a Benefit Plan described in Section 3(2) of ERISA.

     “Perfection Representations” means the representations, warranties and covenants set forth in Schedule I attached hereto.

     “Permitted Encumbrance” (a) with respect to the Issuer, any item described in clauses (iv) or (vi) below and (b) with respect to any Seller, any item described in clauses (i) through (vii) below:

     (i) liens, charges or other encumbrances for taxes and assessments which are not yet due and payable or which are being contested in good faith and for which reserves have been established, if required in accordance with GAAP;

     (ii) liens of or resulting from any judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which a Seller shall at any time in good faith be prosecuting an appeal or proceeding for a review and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP;

     (iii) with respect to Related Security, liens, charges or other encumbrances or priority claims incidental to the conduct of business or the ownership of properties and assets (including mechanics’, carriers’, repairers’, warehousemen’s and statutory landlords’ liens and liens to secure the performance of leases) and deposits, pledges or liens to secure statutory obligations, surety or appeal bonds or other liens of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money, provided in each case, the obligation secured is not overdue, or, if overdue, is being contested in good faith by appropriate actions or proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP;

     (iv) liens, charges or encumbrances in favor of the Trustee, or otherwise created by the Issuer or any Seller (and assigned to the Trustee) pursuant to the Transaction Documents;

     (v) liens, charges, imperfections in title or other encumbrances which, individually or in the aggregate, do not materially interfere with the rights under the Transaction Documents of the Trustee or any Secured Party in any of the Receivables;

     (vi) any lien or security interest created in favor of the Issuer in connection with the purchase of the Receivables or Related Security by the Issuer pursuant to the Purchase Agreement (and assigned to the Trustee); and

     (vii) any lien, charges or encumbrances on assets arising in the ordinary course of the business of an Obligor, such as purchase money security interests and easements with respect to real property.

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provided, however, that in each of clauses (i) through (iii) and (v) above there is no material risk of foreclosure against the applicable property and no risk of liability of the Secured Parties

     “Permitted Investments” shall mean, unless otherwise provided in the Series Supplement with respect to any Series, any of the following (a) negotiable instruments or securities represented by instruments in bearer or registered or in book-entry form which evidence (i) direct obligations of, or obligations fully guaranteed by, the United States of America; (ii) obligations of any agency of the United States of America; (iii) certificates of deposit or bankers acceptances issued by, any depositary institution or trust company incorporated under the laws of the United States of America or any state thereof (or domestic branches of foreign banks) and subject to supervision and examination by Federal or state banking or depositary institution authorities; provided, however, that, at the time of investment or contractual commitment to invest therein, the certificates of deposit or short-term deposits, if any, or long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depositary institution or trust company shall have a credit rating from Moody’s, Fitch and S&P of at least P-1, F1 and A-1, respectively, in the case of the certificates of deposit or short-term deposits, or a rating not lower than one of the two highest investment categories granted by Moody’s, Fitch and S&P; or (iv) investments in money market funds of a U.S. issuer (including those owned or managed by the Trustee or an Affiliate) rated in the highest investment category or otherwise approved in writing by Moody’s, Fitch and S&P; (b) demand deposits in any depositary institution or trust company (including those owned or managed by the Trustee) referred to in (a)(iii) above; (c) commercial paper (having original or remaining maturities of no more than 30 days) having, at the time of investment or contractual commitment to invest therein, a credit rating from Moody’s, Fitch and S&P of at least P-1, F1 and A-1, respectively; (d) Eurodollar time deposits having a credit rating from Moody’s, Fitch and S&P of at least P-1, F1 and A-1, respectively; (e) repurchase agreements involving any of the Permitted Investments described in clauses (a)(i), (a)(iv) and (d) of this definition so long as the other party to the repurchase agreement has at the time of investment therein, a rating from Moody’s, Fitch and S&P of at least P-1, F1 and A-1, respectively; and (f) any other investment permitted by the Required Persons for each Series and which satisfies the Rating Agency Condition, if applicable. Permitted Investments may be purchased by or through the Trustee and its Affiliates.

     “Permitted Settlement Date Withdrawals” means, with respect to any Series of Notes, (i) on any Settlement Date, the amounts required to pay any shortfall in Interest Payments on such Series of Notes and any Scheduled Principal Payment Amounts in each case payable in respect of the related Settlement Period on such Settlement Date, after giving effect to all payments of the Available Distribution Amount; and (ii) on the “legal final settlement date” for each Series an amount equal to the lesser of (A) the outstanding principal balance of the Notes of such Series (after giving effect to all payments of the Available Distribution Amount on such Settlement Date) and (B) such Series’ pro rata portion of amounts then on deposit in the Spread Maintenance Account (calculated based on the outstanding principal balance of the Notes of such Series as a percentage of the outstanding principal balance of Notes of all Series, calculated as of the most recent Determination Date).

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     “Person” shall mean any corporation, limited liability company, natural person, firm, joint venture, partnership, trust, unincorporated organization, enterprise, government or any department or agency of any government.

     “Physical Property” means banker’s acceptances, commercial paper, negotiable certificates of deposits and other obligations that constitute “instruments” within the meaning of Section 9-105(l)(i) of the applicable UCC and are susceptible to physical delivery and Certificated Securities.

     “Potential Early Amortization Event” means any occurrence that is, or with notice or lapse of time or both would become, an Early Amortization Event.

     “Premium” means, the fee or premium payable to an Enhancement Provider or to another Person specified in the related Series Supplement or Enhancement Agreement for guaranteeing all or a portion of the Notes of a Series (or a Class thereof).

     “Principal Amortization Period” means, with respect to any Series of Notes, the period specified, if any, in the applicable Series Supplement.

     “Principal Receivables” means the principal portion of the Receivables (other than Defaulted Receivables), excluding any Recoveries and any accrued and unpaid Finance Charges.

     “Principal Terms” has the meaning specified in Section 2.2(b).

     “Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

     “Program Amount” means, with respect to any Series, the initial Note Balance of any such Series of Notes which are not Warehouse Notes and the Maximum Principal Amount of any Series of Warehouse Notes.

     “Purchase Agreement” shall mean the Purchase and Sale Agreement, dated as of the Initial Closing Date, between Cofina Financial, LLC and the Issuer, as such agreement may be amended, supplemented or otherwise modified and in effect from time to time in accordance with the Transaction Documents.

     “Purchase and Contribution Agreement” shall mean the Purchase and Contribution Agreement, dated as of the Initial Closing Date, among CFA, and the other Sellers from time to time party thereto and Cofina Financial, LLC, as purchaser, as such agreement may be amended, supplemented or otherwise modified and in effect form time to time in accordance with the Transaction Documents.

     “Qualified Institution” means a depository institution or trust company, which may include the Trustee, organized under the laws of the United States or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank subject to regulation by a U.S. regulatory authority), which either (a) has corporate trust powers and at all times has a certificate of deposit rating of P-1 by Moody’s, F1 by Fitch and A-1 by Standard & Poor’s or a long-term unsecured debt obligation rating of at least A1 by Moody’s and at least A+ by Fitch

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and Standard & Poor’s and deposit insurance provided by either the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”), each administered by the FDIC, or (b) at all times has a certificate of deposit rating of at least P-1 by Moody’s, F1 by Fitch and A-1+ by Standard & Poor’s or a long-term unsecured debt obligation rating of at least Baa by Moody’s and of at least BBB by Fitch and Standard & Poor’s and deposit insurance as required by the FDIC or (c) a depository institution, which may include the Trustee, which is acceptable to each Rating Agency (if applicable) and the Required Persons for each Series.

     “Rapid Amortization Period” means, with respect to any Series of Notes, the period specified as such, if any, in the applicable Series Supplement.

     “Rating Agency” means, with respect to each outstanding Series of Notes, the rating agency or agencies, if any, selected by the Issuer to rate all or a portion of such Series of Notes or any Class thereof, as specified in the related Series Supplement.

     “Rating Agency Condition” shall mean, unless otherwise provided in a Series Supplement, with respect to any action, that each Rating Agency rating any Series shall have notified the Issuer and the Trustee in writing that such action will not result in a reduction or withdrawal of the then current rating of any outstanding Series or Class thereof with respect to which it is a Rating Agency. Satisfaction of the Rating Agency Condition shall be an expense of the Issuer unless otherwise provided herein or in any Series Supplement.

     “Receivable” shall mean the indebtedness of any Obligor under or with respect to an Obligor Note, whether constituting an account, chattel paper, an instrument, a general intangible, payment intangible, promissory note or otherwise, and shall include (i) the right to payment of such indebtedness and any interest or finance charges and other obligations of such Obligor with respect thereto (including, without limitation, the principal amount of such indebtedness, periodic finance charges, late fees and returned check fees), (ii) all proceeds of, and payments or Collections on, under or in respect of any of the foregoing and (iii) all Related Security with respect thereto. Notwithstanding the foregoing, upon release from the Trust Estate pursuant to Section 2.14, a Removed Receivable shall no longer constitute a Receivable.

     “Receivable Balance” shall mean, with respect to any Receivable, the outstanding principal amount thereof, excluding any accrued and outstanding Finance Charges related thereto.

     “Receivable Balance to Stressed Realizable Value” means, with respect to any Obligor, the ratio of (i) the Obligor’s combined Receivable Balances to (ii) the related Stressed Realizable Value.

     “Receivables File” shall have the meaning specified in the Purchase Agreement.

     “Record Date” means, unless otherwise specified in the applicable Series Supplement, with respect to any Series of Notes and any Settlement Date, the fifth Business Day preceding such Settlement Date.

     “Records” shall mean all Obligor Notes and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data

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processing software and related property and rights) maintained with respect to the Receivables and the related Obligors.

     “Recoveries” shall mean all amounts or payments received by the Servicer with respect to Receivables which have previously become Defaulted Receivables, net of reasonable expenses of collection.

     “Redemption Date” means (a) in the case of a redemption of the Notes pursuant to Section 15.1, the Settlement Date specified by the Servicer or the Issuer pursuant to Section 15.1 or (b) the date specified for a Series pursuant to redemption provisions of the related Series Supplement.

     “Redemption Price” means in the case of a redemption of the Notes pursuant to Section 15.1, an amount equal to the unpaid principal amount of each class of Notes being redeemed plus accrued and unpaid interest thereon to but excluding the Redemption Date and any other amounts due to Noteholders and any Enhancement Provider.

     “Registered Notes” shall have the meaning specified in Section 2.1.

     “Related Security” means, with respect to any Receivable (i) all of the related Seller’s or the Issuer’s right, title and interest in, to or under (a) the Obligor Note evidencing such Receivable and to Loan Documents and other agreements that relate to such Receivable, (b) the insurance policies, if any, relating to such Receivable including, without limitation, the right to terminate such policies and to receive unearned premiums payable upon such termination, and rights to loss payments under such insurance policies, (c) all guaranties, letters of credit and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable, (d) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable whether pursuant to the Obligor Note related to such Receivable or otherwise, and (ii) all proceeds of, and payments or collections on, under or in respect of, any of the foregoing.

     “Removed Receivables” means any Receivable which is purchased or repurchased (i) by the Servicer pursuant to the last paragraph of Section 2.11 of the Servicing Agreement or (ii) by any Seller pursuant to the terms of the Purchase Agreement or the Purchase and Contribution Agreement.

     “Required Noteholders” means the Holders of Notes of all Series, voting together without regard to Class or Series, representing in excess of 50% of the aggregate principal balance of all Notes of all Series.

     “Required Persons” means, with respect to any Series of Notes, the Persons identified as such in the applicable Series Supplement.

     “Required Spread Maintenance Reserve Amount” means, for each Settlement Period (determined as of the last day of each Monthly Period), an amount equal to the sum (without duplication) of (I) (i) the product of (a) the positive excess (if any) of (A) the sum of 1.25% plus the percentage equivalent of a fraction, the numerator of which is the amount described in clause (B) of the definition of Net Yield Amount and the denominator of which is the aggregate

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Outstanding Balances of all Eligible Receivables over (B) the Weighted Average Interest Rate times (b) the Weighted Average Life of the Receivables times (c) the aggregate outstanding Note Balance for all Series, (II) the sum for each Operating Loan which is an Eligible Receivable at such time of the product of (a) the positive excess (if any) of (A) the sum of 0.25% plus the percentage equivalent of a fraction, the numerator of which is the amount described in clause (B) of the definition of Net Yield and the denominator of which is the aggregate Outstanding Balance of all Eligible Receivables over (B) the interest rate for such Operating Loan times (b) the Outstanding Balance of such Operating Loan times (c) the remaining term to maturity of such Operating Loan, expressed in years and (III) the sum for each Term Loan which is an Eligible Receivable at such time of the product of (a) the positive excess (if any) of (A) the sum of 0.50% plus the percentage equivalent of a fraction, the numerator of which is the amount described in clause (B) of the definition of Net Yield and the denominator of which is the Outstanding Balance of all Eligible Receivables over (B) the interest rate for such Term Loan times (b) the Outstanding Balance of such Term Loan times (c) the remaining term to maturity of such Term Loan, expressed in years.

     “Requirements of Law” shall mean, as to any Person, the organizational documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Official Body, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

     “Responsible Officer” shall mean, with respect to any Person, the Chairman, the President, the Controller, any Vice President, the Secretary, the Treasurer, or any other officer of such Person customarily performing functions similar to those performed by any of the above-designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

     “Restricted Period” shall have, with respect to any Series of Notes, the meaning designated as the “Restricted Period,” if any, in the related Series Supplement.

     “Revolving Period” means, with respect to any Series of Notes, the period specified as such in the applicable Series Supplement.

     “Risk Capital Limit” means, (i) for any Obligor with an “A1” or “A2” UCS Score, the amount determined by multiplying (A) 0.25 times (B) the sum of (I) the amount identified as “Total Capital” of Cofina on Cofina’s most recently delivered audited balance sheet plus (II) the amount identified as “Loan Loss Reserves” on Cofina’s most recently delivered audited balance sheet, (ii) for any Obligor with an “A3” UCS Score, the amount determined by multiplying (A) 0.20 times (B) the sum of (I) the amount identified as “Total Capital” of Cofina on Cofina’s audited balance sheet plus (II) the amount identified as “Loan Loss Reserves” on Cofina’s most recently delivered audited balance sheet, and (iii) for any Obligor with a UCS Score below “A3”, the amount determined by multiplying (A) 0.15 times (B) the sum of (I) the amount identified as “Total Capital” of Cofina on Cofina’s most recently delivered audited balance sheet plus (II) the amount identified as “Loan Loss Reserves” on Cofina’s most recently delivered audited balance sheet.

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     “S&P” or “Standard & Poor’s” means Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc.

     “Scheduled Principal Payment Amount” means, with respect to any Series of Notes, the amount identified as such in the related Series Supplement.

     “Secured Parties” is defined in Granting Clause of this Base Indenture.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Sellers” shall mean (i) CFA, CHS and any additional Sellers approved in writing by the Required Persons for each Series that become a party to the Purchase and Contribution Agreement pursuant to the terms thereof, and each of their successors and permitted assigns and (ii) Cofina Financial, LLC and its successors and permitted assigns under the Purchase Agreement.

     “Series Account” shall mean any account or accounts established pursuant to a Series Supplement for the benefit of the related Series.

     “Series Closing Date” means, with respect to any Series of Notes, the date of issuance of such Series of Notes, as specified in the applicable Series Supplement.

     “Series of Notes” or “Series” means any Series of Notes issued and authenticated pursuant to the Base Indenture and a related Series Supplement, which may include within any Series multiple Classes of Notes, one or more of which may be subordinated to another Class or Classes of Notes.

     “Series Early Amortization Event” has the meaning, with respect to any Series of Notes, specified in the related Series Supplement.

     “Series Supplement” means a supplement to this Base Indenture complying with the terms of Section 2.2 of this Base Indenture or a Supplement, as such supplement may be amended, supplemented or otherwise modified and in effect from time to time in accordance with the Transaction Documents.

     “Series Temporary Regulation S Global Note” means, with respect to any Series of Notes, the notes designated as such, if any, in the related Series Supplement.

     “Series Termination Date” means, with respect to any Series of Notes, the date specified as such in the applicable Series Supplement.

     “Series Transfer Date” shall mean the Business Day immediately prior to each Settlement Date.

     “Servicer” shall mean initially Cofina Financial, LLC and its permitted successors and assigns and thereafter any Person appointed as successor Servicer as provided in the Servicing Agreement.

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     “Servicer Default” has the meaning specified in Section 2.04 of the Servicing Agreement.

     “Servicing Agreement” means the Servicing Agreement, dated as of the Initial Closing Date, among the Issuer, the Servicer and the Trustee, as the same may be amended or supplemented from time to time in accordance with the Transaction Documents.

     “Servicing Fee” means, for any Monthly Period, an amount equal to the product of (i) 0.25% multiplied by (ii) the average aggregate Outstanding Balance of Eligible Receivables multiplied by (iii) the actual number of days in such Monthly Period divided by 365, or such other fee as shall apply pursuant to Section 2.02(b) of the Servicing Agreement.

     “Servicing Officer” shall mean any officer of the Servicer involved in, or responsible for, the administration and servicing of the Receivables whose name appears on a list of servicing officers furnished to the Trustee by the Servicer, as such list may from time to time be amended.

     “Settlement Account” shall have the meaning specified in Section 5.3(d).

     “Settlement Date” means September 20, 2005 and the twentieth day of each calendar month thereafter, or if such twentieth day is not a Business Day, the next succeeding Business Day.

     “Settlement Period” means, with respect to any with respect to any Settlement Date, the Monthly Period prior to the calendar month in which such Settlement Date occurs (or, in the case of the first Settlement Date, the period from and including the Closing Date to and including August 31, 2005).

     “Spread Maintenance Account” shall have the meaning specified in Section 5.3(c).

     “Stressed Realizable Value” means, with respect to any Receivable, the value of all Related Security with respect thereto as calculated by the Servicer in accordance with the Credit Manual using the Obligor’s most recent monthly financial statements received by the Servicer.

     “Subsequently Transferred Receivables” has the meaning set forth in the Purchase Agreement.

     “Subsidiary” of a Person shall mean any Person more than 50% of the outstanding voting interests of which shall at any time be owned or Controlled, directly or indirectly, by such Person or by one or more Subsidiaries of such Person or any similar business organization which is so owned or Controlled.

     “Substandard” means, with respect to any Receivable, one which has a UCS Score of “adverse” and is classified as Doubtful or Loss in accordance with the Credit Manual.

     “Supplement” means a supplement to this Base Indenture complying with the terms of Article 13 of this Base Indenture.

     “Supplemental Principal Payment Amount” means, with respect to any Series of Notes, the amount determined in accordance with the related Series Supplement.

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     “Tax Opinion” means, with respect to any action or event, an Opinion of Counsel to the effect that, for United States federal income tax purposes (x) in connection with the initial issuance of a Series of Notes, if so specified in the related Series Supplement, such Notes constitute indebtedness and (y) such action or event will not adversely affect the tax characterization of Notes of any outstanding Series or Class of Notes issued to investors as debt and (b) such action or event will not give rise to a taxable event for any Secured Party or the Issuer.

     “Term Loan” means any loan facility which is not an Operating Loan used for the purpose of purchasing fixed assets, expansion, remodeling, or building working capital.

     “Title IV Plan” shall mean a Pension Plan (other than a Multiemployer Plan) that is covered by Title IV of ERISA and that a Seller, the Issuer or an ERISA Affiliate maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by any of them.

     “Transaction Documents” means, collectively, this Base Indenture, each Series Supplement, the Notes, the Servicing Agreement, the Purchase and Contribution Agreement, the Purchase Agreement, each Enhancement Agreement, the Note Purchase Agreement for each Series, and the related Fee Letter (as defined in the related Note Purchase Agreement), the Custodian Agreement, the certificate of formation and limited liability company agreement of the Issuer and any agreements of the Issuer relating to the issuance or the purchase of any Notes.

     “Transfer Agent and Registrar” shall have the meaning specified in Section 2.6 and shall initially be the Trustee.

     “Trust Account” is defined in the Granting Clause to this Base Indenture.

     “Trust Estate” is defined in the Granting Clause to this Base Indenture.

     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided.

     “Trust Officer” shall mean any officer within the Corporate Trust Office (or any successor group of the Trustee), including any Vice President, any Managing Director, any Assistant Vice President, any Secretary, any Assistant Treasurer, any Assistant Secretary or any other officer of the Trustee customarily performing functions similar to those contemplated by the Transaction Documents or performed by any person who at the time shall be an above-designated officer and also, with respect to a particular matter, any other officer to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case who is responsible for the administration of this Indenture.

     “Trustee” shall mean initially U.S. Bank National Association and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee appointed in accordance with the provisions of this Base Indenture.

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     “Trustee Fees and Expenses” means, for any Series Transfer Date, the amount of accrued and unpaid fees and reasonable expenses of the Trustee, subject to the limitations set forth in the applicable fee letters executed by the Issuer or the Servicer and the Trustee with respect to each Series.

     “UCC” shall mean, with respect to any jurisdiction, the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in such jurisdiction.

     “UCS Score” shall mean the score or classification, as determined for each Receivable in accordance with the Credit Manual as in effect from time to time with such changes as shall be approved by the loan committee of Cofina and the Required Persons for each Series.

     “Unfunded Pension Liability” shall mean, at any time, the aggregate amount, if any, of the sum of (a) the amount by which the present value of all accrued benefits under each Title IV Plan exceeds the fair market value of all assets of such Title IV Plan allocable to such benefits, all determined as of the most recent valuation date for each such Title IV Plan using the actuarial assumptions for funding purposes in effect under such Title IV Plan (and not the assumptions used by the Pension Benefit Guaranty Corporation in calculating such amounts), and (b) for a period of five years following a transaction that might reasonably be expected to be covered by Section 4069 of ERISA, the liabilities (whether or not accrued) that could be avoided by a Seller or any ERISA Affiliate as a result of such transaction.

     “U.S.” or “United States” means the United States of America and its territories.

     “U.S. Government Obligations” means direct obligations of the United States of America, or any agency or instrumentality thereof for the payment of which the full faith and credit of the United States of America is pledged as to full and timely payment of such obligations.

     “VFN Series” means Series 2005-A and, with the consent of the Required Persons for each outstanding VFN Series, any other Series of variable funding notes.

     “Warehouse Note” means any Series of Notes that have a Revolving Period during which scheduled amortizing payments of principal are not scheduled to be made.

     “Weighted Average Life” means, for each Settlement Period (determined as of the last day of each Monthly Period), the sum, for all Receivables, of the amount determined in respect of each Receivable by multiplying (i) a fraction, the numerator of which is the Outstanding Balance of such Receivable and the denominator of which is the Outstanding Balance of all Receivables, times (ii) the remaining term to maturity of such Receivable, expressed in years.

     “Weighted Average Interest Rate” means, for each Settlement Period (determined as of the last day of each Monthly Period), the sum, for all Receivables, of the amount determined in respect of each Receivable by multiplying (i) a fraction, the numerator of which is the Outstanding Balance of such Receivable and the denominator of which is the Outstanding Balance of all Receivables, times (ii) the applicable interest rate for such Receivable.

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     “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA.

     “written” or “in writing” means any form of written communication, including, without limitation, by means of telex, telecopier device, telegraph or cable.

     Section 1.2. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture, except to the extent that the Trustee has been advised by an Opinion of Counsel that the Indenture does not need to be qualified under the TIA or such provision is not required under the TIA to be applied to this Indenture in light of the outstanding Notes. The following TIA terms used in this Indenture have the following meanings:

          “Commission” means the Securities and Exchange Commission.

          “indenture securities” means the Notes.

          “indenture security holder” means a Noteholder.

          “indenture to be qualified” means this Indenture.

          “indenture trustee” or “institutional trustee” means the Trustee.

          “obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

     All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.

     Section 1.3. Cross-References. Unless otherwise specified, references in this Indenture and in each other Transaction Document (other than any Enhancement Agreement) to any Article or Section are references to such Article or Section of this Indenture or such other Transaction Document, as the case may be, and, unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

     Section 1.4. Accounting and Financial Determinations; No Duplication. Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this Indenture, such determination or calculation shall be made, to the extent applicable and except as otherwise specified in this Indenture, in accordance with GAAP applied on a consistent basis When used herein, the term “financial statement” shall include the notes and schedules thereto. All accounting determinations and computations hereunder or under any other Transaction Documents shall be made without duplication.

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     Section 1.5. Rules of Construction. In this Indenture, unless the context otherwise requires:

     (i) “or” is not exclusive;

     (ii) the singular includes the plural and vice versa;

     (iii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Indenture, and reference to any Person in a particular capacity only refers to such Person in such capacity;

     (iv) reference to any gender includes the other gender;

     (v) reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;

     (vi) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; and

     (vii) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”.

     Section 1.6. Other Definitional Provisions.

          (a) All terms defined in any Series Supplement or this Base Indenture shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Capitalized terms used but not defined herein shall have the respective meaning given to such term in the Servicing Agreement.

          (b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Base Indenture or any Series Supplement shall refer to this Base Indenture or such Series Supplement as a whole and not to any particular provision of this Base Indenture or any Series Supplement; and Section, subsection, Schedule and Exhibit references contained in this Base Indenture or any Series Supplement are references to Sections, subsections, Schedules and Exhibits in or to this Base Indenture or any Series Supplement unless otherwise specified.

ARTICLE 2.

THE NOTES

     Section 2.1. Designation and Terms of Notes. Subject to Sections 2.16 and 2.19, the Notes of each Series and any Class thereof may be issued in bearer form (the “Bearer Notes”) with attached interest coupons and a special coupon (collectively, the “Coupons”) or in fully registered form (the “Registered Notes”), and shall be substantially in the form of exhibits with respect thereto attached to the applicable Series Supplement, with such appropriate insertions,

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omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such restrictions, legends or endorsements placed thereon and shall bear, upon their face, the designation for such Series to which they belong so selected by the Issuer, all as determined by the officers executing such Notes, as evidenced by their execution of the Notes; provided, however, that Bearer Notes shall be issued only in conformity with applicable laws and regulations, including the applicable Bearer Rules. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. All Notes of any Series shall, except as specified in the related Series Supplement, be pari passu and equally and ratably entitled as provided herein to the benefits hereof (except that, unless otherwise provided for in a related Series Supplement, the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Base Indenture and the related Series Supplement. If specified in the Series Supplement for any Series, the related Notes shall be issued upon initial issuance as a single note as described in Section 2.16 in an original principal amount equal to the maximum Note Principal of such Series and Class. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. Each Series of Notes shall be issued in the minimum denominations set forth in the related Series Supplement.

     Section 2.2. New Series Issuances. The Notes may be issued in one or more Series. Each Series of Notes shall be created by a Series Supplement.

          (a) The Issuer may effect the issuance of one or more Series of Notes after the Initial Closing Date (a “New Series Issuance”) from time to time by notifying the Trustee in writing at least ten Business Days in advance (a “New Series Issuance Notice”) of the date upon which the New Series Issuance is to occur (a “New Series Issuance Date”). Any New Series Issuance Notice shall state the designation of any Series (and Classes thereof, if applicable) to be issued on the New Series Issuance Date and, with respect to each such Series: (a) its initial outstanding principal amount, and (b) that the Enhancement Provider with respect to such Series (if any). On the related New Series Issuance Date, the Issuer shall execute and the Trustee shall authenticate and deliver any such Series of Notes only upon delivery to it of the following:

     (i) an Issuer Order (accompanied by the applicable Note or Notes executed by the Issuer) authorizing and directing the authentication and delivery of the Notes of such new Series by the Trustee and specifying the designation of such new Series and the aggregate principal amount of Notes of such new Series (and Classes) to be authenticated with respect to such new Series;

     (ii) a Series Supplement executed by the Issuer and the Trustee and specifying the Principal Terms of such new Series;

     (iii) the related Enhancement;

     (iv) the related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee;

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     (v) unless otherwise specified in the related Series Supplement, a Tax Opinion with respect to the issuance of such Series, subject to the assumptions and qualifications stated therein, dated the applicable Series Closing Date;

     (vi) written confirmation that the Rating Agency Condition with respect to each outstanding Series of Notes shall have been satisfied with respect to such issuance (or, if there is no applicable Rating Agency, if the Funding Agent consents in writing);

     (vii) an Officer’s Certificate that on such New Series Issuance Date, after giving effect to such New Series Issuance, no Borrowing Base Deficiency will exist;

     (viii) evidence that each of the parties to the Transaction Documents (other than any Series Supplement, Enhancement Agreement or other Transaction Document relating solely to another Series of Notes) has covenanted and agreed that, prior to the date which is one year and one day after the payment in full of the latest maturing Note, it will not institute against, or join with any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; and

     (ix) any consents required pursuant to Section 13.1 or otherwise.

Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Notes. There is no limit to the number of New Series Issuances that may be performed under the Indenture.

          (b) In conjunction with each New Series Issuance, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to any newly issued Series of Notes, which may include, as applicable: (i) its name or designation, (ii) the initial aggregate principal amount of Notes of such Series or a method for calculating the principal and a method for determining principal for any Series with variable principal amount, (iii) the portion of the Trust Estate to be allocated with respect to such Series and the provisions governing such allocations, (iv) the Note Rate (or the method for calculating such Note Rate) with respect to such Series, (v) the Closing Date, (vi) each Rating Agency rating such Series, (vii) the name of the Clearing Agency, if any, (viii) the date or dates from which interest shall accrue, including the interest accrual period, (ix) the periods during which or dates on which principal will be paid or accrued, (x) the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Notes of such Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charges and Recoveries, (xi) any other Collections with respect to Receivables or other amounts available to be paid with respect to such Series, (xii) the names of any accounts to be used by such Series and the terms governing the operation of any such account and use of moneys therein, (xiii) the Series Termination Date, (xiv) the terms of the Enhancement with respect to such Series and the Enhancement Provider (if any), (xv) the terms on which the Notes of such Series may be repurchased, refinanced, defeased or remarketed to other investors, (xvi) any deposit into any account provided for such Series, (xvii) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xviii) the extent to which the Notes will be issuable in temporary or

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permanent global form, (xix) whether the Notes may be issued in bearer form and any limitations imposed thereon, (xx) the subordination, if any, of such Series with respect to any other Series, (xxi) transfer restrictions applicable to Notes of such Series and (xxii) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

          (c) The terms of such Series Supplement may modify or amend the terms of this Indenture solely as applied to such new Series.

     Section 2.3. [Reserved].

     Section 2.4. Execution and Authentication.

          (a) Each Note shall be executed by manual or facsimile signature by the Issuer. Notes bearing the manual or facsimile signature of the individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Issuer shall not be rendered invalid, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Notes or does not hold such office at the date of such Notes. Unless otherwise provided in the related Series Supplement, no Notes shall be entitled to any benefit under this Indenture, or be valid for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by or on behalf of the Trustee by the manual signature of a duly authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

          (b) Pursuant to Section 2.2, the Issuer shall execute and the Trustee shall authenticate and deliver a Series of Notes having the terms specified in the related Series Supplement, upon the written order of the Issuer, to the purchasers thereof, the underwriters for sale or to the Issuer for initial retention by it, in each case, in authorized denominations. If specified in the related Series Supplement for any Series, the Issuer shall execute and the Trustee shall authenticate and deliver the Global Note that is issued upon original issuance thereof, upon the written order of the Issuer, to the Depository against payment of the purchase price therefor. If specified in the related Series Supplement for any Series, the Issuer shall execute and the Trustee shall authenticate Book-Entry Notes that are issued upon original issuance thereof, upon the written order of the Issuer, to a Clearing Agency or its nominee as provided in Section 2.16 against payment of the purchase price thereof.

          (c) All Notes shall be dated and issued as of the date of their authentication except Bearer Notes which shall be dated the applicable issuance date as provided in the related Series Supplement.

          (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.13 together with a written statement (which need not comply with Section 16.1 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

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     Section 2.5. Authenticating Agent.

          (a) The Trustee may appoint one or more authenticating agents with respect to the Notes which shall be authorized to act on behalf of the Trustee in authenticating the Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Notes. Whenever reference is made in this Indenture to the authentication of Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent must be acceptable to the Issuer.

          (b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Trustee or such authenticating agent.

          (c) An authenticating agent may at any time resign by giving written notice of resignation to the Trustee, the Notice Persons, and to the Issuer. The Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee promptly may appoint a successor authenticating agent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Issuer.

          (d) The Issuer agrees to pay each authenticating agent from time to time reasonable compensation for its services under this Section 2.5.

          (e) Pursuant to an appointment made under this Section 2.5, the Notes may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form:

     This is one of the certificates described in the Indenture.

[Name of Authenticating Agent],
as Authenticating Agent for the Trustee,
By:
	Responsible Officer

     Section 2.6. Registration of Transfer and Exchange of Notes.

          (a) (i) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the “Transfer Agent and Registrar”), in accordance with the provisions of Section 2.6(c) and the Bearer Rules, a register (the “Note Register”) in

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which, subject to such reasonable regulations as it may prescribe, the Transfer Agent and Registrar shall provide for the registration of the Notes of each Series (unless otherwise provided in the related Series Supplement) and registrations of transfers and exchanges of the Notes as herein provided. The Trustee is hereby initially appointed Transfer Agent and Registrar for the purposes of registering the Notes and transfers and exchanges of the Notes as herein provided. If a Person other than the Trustee is appointed by the Issuer as Transfer Agent and Registrar, the Issuer will give the Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the location, and any change in the location, of the Note Register, and the Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by a Responsible Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. If any form of Note is issued as a Global Note, the Trustee may, or if and so long as any Series of Notes are listed on the Luxembourg Stock Exchange, and such exchange shall so require, the Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Indenture to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Trustee shall be permitted to resign as Transfer Agent and Registrar upon 30 days’ written notice to the Servicer. In the event that the Trustee shall no longer be the Transfer Agent and Registrar, the Issuer shall appoint a successor Transfer Agent and Registrar.

          (ii) Upon surrender for registration of transfer of any Note at any office or agency of the Transfer Agent and Registrar if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, subject to the provisions of Section 2.6(b), and the Trustee shall authenticate and deliver, and the applicable Noteholder shall obtain from the Trustee, in the name of the designated transferee or transferees, one or more new Notes in authorized denominations of like aggregate principal amount; provided, that the provisions of this paragraph shall not apply to Bearer Notes.

          (iii) All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

          (iv) At the option of a Noteholder, Notes may be exchanged for other Notes of the same Series of the same Class in authorized denominations of like aggregate principal amount, upon surrender of the Notes to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. At the option of any Holder of Registered Notes, Registered Notes may be exchanged for other Registered Notes of the same Series in authorized denominations of like aggregate principal amounts, upon surrender of the Registered Notes to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. Registered Notes may not be exchanged for Bearer Notes. At the option of any Holder of Bearer Notes, subject to applicable laws and regulations (including without limitation, the Bearer Rules), Bearer Notes may be exchanged for other Bearer Notes or Registered Notes of the same Series in authorized denominations of like aggregate principal amounts, in the manner specified in the Series Supplement for such Series, upon surrender of the Bearer Notes to be exchanged at an office or agency of the Transfer Agent and Registrar located

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outside the United States. Each Bearer Note surrendered pursuant to this Section 2.6 shall have attached thereto (or be accompanied by) all unmatured Coupons, provided that any Bearer Note so surrendered after the close of business on the Record Date preceding the relevant Settlement Date after the related Series Termination Date need not have attached the Coupons relating to such Settlement Date.

          (v) Whenever any Notes of any Series are so surrendered for exchange, if the requirements of Section 8-401(1) of the UCC are met the Issuer shall execute and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver and the Noteholders shall obtain from the Trustee, the Notes of such Series which the Noteholder making the exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form satisfactory to the Trustee and the Transfer Agent and Registrar duly executed by the Noteholder thereof or his attorney-in-fact duly authorized in writing.

          (vi) The preceding provisions of this Section 2.6 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the exchange of any Global Note of any Series for a Definitive Note or the transfer of or exchange any Note of any Series for a period of five Business Days preceding the due date for any payment with respect to the Notes of such Series or during the period beginning on any Record Date and ending on the next following Settlement Date.

          (vii) Unless otherwise provided in the related Series Supplement, no service charge shall be made for any registration of transfer or exchange of Notes, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Notes.

          (viii) All Notes (together with any Coupons attached to Bearer Notes) surrendered for registration of transfer and exchange shall be canceled by the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Note upon its exchange in full for Definitive Notes in accordance with its customary procedures.

          (ix) Upon written direction, the Issuer shall deliver to the Trustee or the Transfer Agent and Registrar, as applicable, Bearer Notes and Registered Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Indenture and the Notes.

          (x) Prior to due presentment for registration of transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered (as of the day of determination) as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

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          (xi) Notwithstanding any other provision of this Section 2.6, the typewritten Note or Notes representing Book-Entry Notes for any Series may be transferred, in whole but not in part, only to another nominee of the Clearing Agency or Foreign Clearing Agency for such Series, or to a successor Clearing Agency or Foreign Clearing Agency for such Series selected or approved by the Issuer or to a nominee of such successor Clearing Agency or Foreign Clearing Agency, only if in accordance with this Section 2.6.

          (xii) If the Notes are listed on the Luxembourg Stock Exchange, the Trustee or the Luxembourg Agent, as the case may be, shall send to the Issuer upon any transfer or exchange of any Note information reflected in the copy of the register for the Notes maintained by the Registrar or the Luxembourg Agent, as the case may be.

          (xiii) By its acceptance of a Note, each Noteholder and Note Owner shall be deemed to have represented and warranted that either (i) it is not an employee benefit plan subject to ERISA, a “plan” described in Section 4975 of the Code, an entity deemed to hold the assets of any such plan or a governmental plan (as defined in Section 3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA for which no election has been made under Section 410(d) of the Code) subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code or (ii) its purchase and holding of the Note will not, throughout the term of its holding an interest therein, constitute a non-exempt “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental plan or a non-electing church plan (as described above), any substantially similar applicable law).

          (b) Unless otherwise provided in the related Series Supplement, registration of transfer of Registered Notes containing a legend relating to the restrictions on transfer of such Registered Notes (which legend shall be set forth in the Series Supplement relating to such Notes) shall be effected only if the conditions set forth in such related Series Supplement are satisfied.

          (c) The Transfer Agent and Registrar will maintain at its expense in the city in which the Corporate Trust Office is located (and subject to this Section 2.6, if specified in the related Series Supplement for any Series, any other city designated in such Series Supplement) an office or offices or an agency or agencies where Notes of such Series may be surrendered for registration of transfer or exchange (except that Bearer Notes may not be surrendered for exchange at any such office or agency in the United States, but may be surrendered for exchange at such office or agency outside the United States as shall be specified in the related Supplement).

     Section 2.7. Appointment of Paying Agent.

          (a) The Paying Agent shall make payments to the Secured Parties from the amounts delivered to the Paying Agent by the Trustee from the appropriate account or accounts maintained for the benefit of the Secured Parties as specified in this Base Indenture or the related Series Supplement for any Series pursuant to Articles 5 and 6. The Required Noteholders may remove the Paying Agent if the Required Noteholders determine that the Paying Agent shall have failed to perform its obligations under this Indenture in any material respect or for other

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good cause. The Paying Agent, unless the Series Supplement with respect to any Series states otherwise, shall initially be the Trustee. The Trustee shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Servicer, the Issuer and the Notice Persons. In the event that the Trustee shall no longer be the Paying Agent, the Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company).

     If specified in the related Series Supplement for any Series, so long as the Notes of such Series are outstanding, the Issuer shall maintain a co-paying agent in the city of the Corporate Trust Office or any other city designated in such Series Supplement. Any reference in this Indenture to the Paying Agent shall include any co-paying agent unless the context requires otherwise. For so long as any Bearer Notes are outstanding, the Issuer shall maintain a Paying Agent and a Transfer Agent and Registrar outside the United States (as defined in Section 2.6(c)).

          (b) The Trustee shall cause each Paying Agent (other than itself) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent will hold all sums, if any, held by it for payment to the Secured Parties in trust for the benefit of the Secured Parties entitled thereto until such sums shall be paid to such Secured Parties and shall agree, and if the Trustee is the Paying Agent it hereby agrees, that it shall comply with all requirements of the Code regarding the withholding of payments in respect of Federal income taxes due from Note Owners or other Secured Parties.

     Section 2.8. Paying Agent to Hold Money in Trust.

          (a) The Issuer will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

     (i) hold all sums held by it for the payment of amounts due with respect to the Issuer Obligations in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

     (ii) give the Trustee and each Notice Person written notice of any default by the Issuer (or any other obligor under the Issuer Obligations) of which it (or, in the case of the Trustee, a Trust Officer) has actual knowledge in the making of any payment required to be made with respect to the Notes;

     (iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent;

     (iv) immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of the Issuer Obligations if at any time it ceases to meet the standards required to be met by a Trustee hereunder at the time of its appointment; and

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     (v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Issuer Obligations of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

          (b) The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

          (c) Subject to applicable laws with respect to escheat of funds, any money held by the Trustee, any Paying Agent or any Clearing Agency in trust for the payment of any amount due with respect to any Issuer Obligation and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request; and the holder of such Issuer Obligation shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Trustee, such Paying Agent or such Clearing Agency with respect to such trust money shall thereupon cease; provided, however, that the Trustee, such Paying Agent or such Clearing Agency, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City and, if the related Series of Notes has been listed on the Luxembourg Stock Exchange, and if the Luxembourg Stock Exchange so requires, in a newspaper customarily published on each Luxembourg business day and of general circulation in Luxembourg City, Luxembourg, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Trustee may also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment.

     Section 2.9. Private Placement Legend.

     Unless otherwise provided for in a Series Supplement, in addition to any legend required by Section 2.16, each Note shall bear a legend in substantially the following form:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE ISSUER, (2) TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) THAT PURCHASES FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3) IN A

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TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION AND BASED ON AN OPINION OF COUNSEL IF THE ISSUER AND THE TRANSFER AGENT AND REGISTRAR SO REQUEST, IN EACH CASE IN ACCORDANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY TRANSFEREE FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

     Section 2.10. Mutilated, Destroyed, Lost or Stolen Notes.

          (a) If (i) any mutilated Note (together, in the case of Bearer Notes, with all unmatured Coupons, if any, appertaining thereto) is surrendered to the Transfer Agent and Registrar, or the Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Transfer Agent and Registrar and the Trustee such security or indemnity as may be required by them to hold the Transfer Agent and Registrar and the Trustee harmless then, in the absence of notice to the Trustee that such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC (which generally permit the Issuer to impose reasonable requirements) are met then, the Issuer shall execute and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different from the Trustee, in which case the Transfer Agent and Registrar shall) deliver (in compliance with applicable law), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor and aggregate principal balance; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable without surrender thereof.

     If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser for value of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser for value, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith.

          (b) Upon the issuance of any replacement Note under this Section 2.10, the Transfer Agent and Registrar or the Trustee may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee and the Transfer Agent and Registrar) connected therewith.

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          (c) Any duplicate Note issued pursuant to this Section 2.10 shall constitute complete and indefeasible evidence of contractual debt obligation of the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Note shall be found at any time.

          (d) Every replacement Note issued pursuant to this Section 2.10 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional Contractual Obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

          (e) The provisions of this Section 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

     Section 2.11. Temporary Notes.

          (a) Pending the preparation of Definitive Notes, the Issuer may request and the Trustee, upon receipt of an Issuer Order, shall authenticate and deliver temporary Notes of such Series. Temporary Notes shall be substantially in the form of Definitive Notes of like Series but may have variations that are not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

          (b) If temporary Notes are issued pursuant to Section 2.11(a) above, the Issuer will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 8.2, without charge to the Noteholder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and at the Issuer’s request the Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

     Section 2.12. Persons Deemed Owners. Prior to due presentation of a Note for registration of transfer, the Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them may treat a Person in whose name any Note is registered (as of any date of determination) as the owner of the related Note for the purpose of receiving payments of principal and interest, if any, on such Note and for all other purposes whatsoever whether or not such Note be overdue, and none of the Trustee, the Paying Agent, the Transfer Agent and Registrar or any agent of any of them shall be affected by any notice to the contrary; provided, however, that in determining whether the requisite number of Holders of Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder (including under any Series Supplement), Notes owned by any of the Issuer, any Seller, the Servicer or any Affiliate thereof Controlled by or Controlling CFA shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Trust Officer in the Corporate Trust Office of the Trustee knows to be so owned shall be so disregarded.

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     In the case of a Bearer Note, the Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them may treat the holder of a Bearer Note or Coupon as the owner of such Bearer Note or Coupon for the purpose of receiving distributions and for all other purposes whatsoever, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of any of them shall be affected by any notice to the contrary.

     Section 2.13. Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by the Trustee. The Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Notes may be held or disposed of by the Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it; provided that such Issuer Order is timely and the Notes have not been previously disposed of by the Trustee. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.

     Section 2.14. Release of Trust Estate. The Trustee shall, in connection with any removal of Removed Receivables from the Trust Estate, release (and execute any documents reasonably requested by CFA or the Issuer which are necessary or appropriate to evidence the release, all at the expense of CFA) the portion of the Trust Estate securing the Removed Receivables from the lien created by this Indenture following receipt by each of the Trustee and each Notice Person of a Cofina Officer’s Certificate certifying that the Deemed Collections with respect thereto have been deposited in full into the Collection Account; provided, however, that no Receivables shall be released from the Trust Estate following the occurrence of an Early Amortization Event without the prior written consent of the Required Persons for each Series.

     Section 2.15. Payment of Principal and Interest.

          (a) The principal of each Series of Notes shall be payable at the times and in the amounts set forth in the related Series Supplement and in accordance with Section 8.1.

          (b) Each Series of Notes shall accrue interest as provided in the related Series Supplement and such interest shall be payable at the times and in the amounts set forth in the related Series Supplement and in accordance with Section 8.1.

          (c) Any installment of interest or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Settlement Date shall be paid to the Person in whose name such Note is registered at the close of business on any Record Date with respect to a Settlement Date for such Note and such Person shall be entitled to receive the principal and interest payable on such Settlement Date notwithstanding the cancellation of such Note upon any registration of transfer, exchange or substitution of such Note subsequent to such Record Date, by check mailed first-class, postage prepaid, to such Person’s address as it appears on the Note Register on such Record Date or, if the related investor has provided the

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Trustee wiring instructions at least five (5) Business Days prior to the related Settlement Date, then by wire or electronic funds transfer in immediately available funds to the account designated by the Holder of such Note, except that, unless Definitive Notes have been issued pursuant to Section 2.18, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire or electronic funds transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Settlement Date or on the Legal Final Settlement Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 15.1) which shall be payable as provided herein; except that, any interest payable at maturity shall be paid to the Person to whom the principal of such Note is payable. The funds represented by any such checks returned undelivered shall be held in accordance with Section 2.8.

     Section 2.16. Book-Entry Notes.

          (a) If provided in the related Series Supplement, the Notes of such Series, upon original issuance, shall be issued in the form of Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the “Depository”), which shall be the Clearing Agency or Foreign Clearing Agency, by or on behalf of such Series. The Notes of each Series issued as Book-Entry Notes shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.18.

          (b) For each Series of Notes to be issued in registered form, the Issuer shall duly execute, and the Trustee shall, in accordance with Section 2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes that shall be registered on the Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Clearing Agency’s or Foreign Clearing Agency’s nominee. Each Global Note registered in the name of DTC or its nominee shall bear a legend substantially to the following effect:

     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO COFINA FUNDING, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN.

     So long as the Clearing Agency or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or

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its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.

          (c) Subject to Section 2.6(a)(xi), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and such procedures governing the use of such Clearing Agencies as may be enacted from time to time shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream (which shall only occur in the case of a temporary Regulation S Global Note and a permanent Regulation S Global Note). Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Issuer, the Trustee, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.

          (d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to Section 2.6.

          (e) Any typewritten Note or Notes representing Book-Entry Notes shall provide that they represent the aggregate or a specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 2.4(b). The Trustee shall deliver and redeliver any typewritten Note or Notes representing Book-Entry Notes in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Issuer Order. Any instructions by the Issuer with respect to endorsement or delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 14.3 and need not be accompanied by an Opinion of Counsel.

          (f) Unless and until definitive, fully registered Notes of any Series or any Class thereof (“Definitive Notes”) have been issued to Note Owners with respect to any Series of Notes initially issued as Book-Entry Notes pursuant to Section 2.18 or the applicable Series Supplement:

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     (i) the provisions of this Section 2.16 shall be in full force and effect with respect to each such Series;

     (ii) the Issuer, the Sellers, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of payments on the Notes of each such Series and the giving of instructions or directions hereunder) as the authorized representatives of such Note Owners;

     (iii) to the extent that the provisions of this Section 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.16 shall control;

     (iv) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;

     (v) the rights of Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.18, the applicable Clearing Agencies or Foreign Clearing Agencies will make book-entry transfers among their related Clearing Agency Participants and receive and transmit payments of principal and interest on such Series of Notes to such Clearing Agency Participants; and

     (vi) Note Owners may receive copies of any reports sent to Noteholders of the relevant Series generally pursuant to the Indenture, upon written request, together with a certification that they are Note Owners and payments of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.

     Section 2.17. Notices to Clearing Agency. Whenever notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.18 or the applicable Series Supplement, the Trustee shall give all such notices and communications specified herein to be given to Holders of the Notes to the applicable Clearing Agency or Foreign Clearing Agency for distribution to the Holders of the Notes.

     Section 2.18. Definitive Notes.

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          (a) Conditions for Exchange. If with respect to any Series of Book-Entry Notes (i) (A) the Issuer advises the Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement and (B) the Issuer is not able to locate a qualified successor, (ii) the Issuer, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to any Series of Notes or (iii) after the occurrence of an Event of Default, Note Owners of a Series representing beneficial interests aggregating not less than 50% (or such other percentage specified in a related Series Supplement) of the portion of outstanding principal amount of the Notes represented by such Series advise the Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency or Foreign Clearing Agency is no longer in the best interests of the Note Owners of such Series, the Trustee shall notify all Note Owners of such Series, through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Notes to Note Owners of such Series requesting the same. Upon surrender to the Trustee of the typewritten Note or Notes representing the Book-Entry Notes of such Series by the applicable Clearing Agency or Foreign Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency or Foreign Clearing Agency for registration, the Trustee shall issue the Definitive Notes of such Series. Neither the Issuer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of such Series and upon the issuance of any Series of Notes or any Class thereof in definitive form in accordance with the related Series Supplement, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall recognize the Holders of the Definitive Notes of such Series or Classes as Noteholders of such Series or Classes hereunder. Notwithstanding anything in this Indenture to the contrary, Definitive Notes shall not be issued in respect of any Series Temporary Regulation S Global Note unless the applicable Restricted Period has expired and then only upon receipt by the Trustee from the Holder thereof of any certifications required by the relevant Series Supplement.

          (b) Transfer of Definitive Notes. Subject to the terms of this Indenture (including the requirements of any relevant Series Supplement), the holder of any Definitive Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering at the office maintained by the Transfer Agent and Registrar for such purpose in the city in which the Corporate Trust Office is located, such Note with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Transfer Agent and Registrar by, the holder thereof and, if applicable, accompanied by a certificate substantially in the form required under the related Series Supplement. In exchange for any Definitive Note properly presented for transfer, the Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be executed, authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Definitive Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Definitive Note in part, the Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to

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the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Definitive Notes for the aggregate principal amount that was not transferred. No transfer of any Definitive Note shall be made unless the request for such transfer is made by the Holder at such office. Neither the Issuer nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for such Series, the Trustee shall recognize the Holders of the Definitive Notes as Noteholders of such Series.

     Section 2.19. Global Note; Euro-Note Exchange Date. If specified in the related Series Supplement for any Series, (i) the Notes may be initially issued in the form of a single temporary global note (the “Global Note”) in registered or bearer form, without interest coupons, in the denomination of the initial aggregate principal amount of the Notes and (ii) a Class of Notes may be issued in the form of a single temporary global note in registered or bearer form, in the denomination of the portion of the initial aggregate principal amount of the Notes represented by such Class, each substantially in the form attached to the related Series Supplement. Unless otherwise specified in the related Series Supplement, the provisions of this Section 2.19 shall apply to such Global Note. The Global Note will be authenticated by the Trustee upon the same conditions, in substantially the same manner and with the same effect as the Definitive Notes. The Global Note may be exchanged in the manner described in the related Series Supplement for Registered Notes or Bearer Notes in definitive form.

     Section 2.20. Tax Treatment. (a) The Issuer has structured this Indenture and any Collateral Interest, and the Notes have been (or will be) issued with the intention that, the Notes and any Collateral Interest will qualify under applicable tax law as indebtedness of the Issuer secured by the Trust Estate and any entity acquiring any direct or indirect interest in any (i) Note by acceptance of its Notes (or, in the case of a Note Owner, by virtue of such Note Owner’s acquisition of a beneficial interest therein) agrees to treat the Notes (or beneficial interests therein) or (ii) Collateral Interest or any interest therein agrees to treat the Collateral Interest or any interest therein, for purposes of Federal, state and local and income or franchise taxes and any other tax imposed on or measured by income, as indebtedness. Each Noteholder agrees that it will cause any Note Owner acquiring an interest in a Note through it and each owner of any Collateral Interest or any interest therein agrees that it will cause any Person acquiring any such interest to comply with this Indenture as to treatment as indebtedness for such tax purposes.

     (b) The Issuer and the Trustee hereby agree that, notwithstanding any other express or implied agreement to the contrary, any and all Persons, and any of their respective employees, representatives, and other agents may disclose, immediately upon commencement of discussions, to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure. For purposes of this paragraph, the terms “tax,” “tax treatment,” “tax structure,” and “tax benefit” are defined under treasury regulation §1.6011-4(c).

ARTICLE 3.

[ARTICLE 3 IS RESERVED AND SHALL BE SPECIFIED IN ANY

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SUPPLEMENT WITH RESPECT TO ANY SERIES OF VARIABLE FUNDING
NOTES]

ARTICLE 4.

NOTEHOLDER LISTS AND REPORTS

     Section 4.1. Issuer To Furnish To Trustee Names and Addresses of Noteholders. The Issuer will furnish or cause the Transfer Agent and Registrar to furnish to the Trustee (a) not more than five days after each Record Date a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Record Date, (b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list is furnished; provided, however, that so long as the Trustee is the Transfer Agent and Registrar, no such list shall be required to be furnished. The Trustee will furnish or cause to be furnished by the Transfer Agent and Registrar to the Servicer or the Paying Agent such list for payment of distributions to Noteholders.

     Section 4.2. Preservation of Information; Communications to Noteholders.

          (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders contained in the most recent list furnished to the Trustee as provided in Section 4.1 and the names and addresses of Holders received by the Trustee in its capacity as Transfer Agent and Registrar. The Trustee may destroy any list furnished to it as provided in such Section 4.1 upon receipt of a new list so furnished.

          (b) Noteholders may communicate with other Noteholders with respect to their rights under this Indenture or under the Notes. Unless otherwise provided in the related Series Supplement, if holders of Notes evidencing in aggregate not less than 20% of the outstanding principal balance of the Notes of any Series (the “Applicants”) apply in writing to the Trustee, and if such application states that the Applicants desire to communicate with other Noteholders of any Series with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall within 5 Business Days after the receipt of such application afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give the Servicer notice that such request has been made within five Business Days after the receipt of such application. Such list shall be as of the most recent Record Date, but in no event more than 45 days prior to the date of receipt of such Applicants’ request.

          (c) Every Noteholder, by receiving and holding a Note, agrees with the Issuer and the Trustee that neither the Issuer, the Trustee, the Transfer Agent and Registrar, nor any of their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Noteholders in accordance with this Section 4.2, regardless of the source from which such information was obtained.

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     Section 4.3. Reports by Issuer.

          (a) The Servicer on behalf of the Issuer shall:

     (i) deliver to the Trustee and the Notice Persons, at least two (2) Business Days (if reasonably practical) after the date, if any, the Issuer is required to file the same with the Commission, hard and electronic copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

     (ii) file with the Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports, if any, with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations;

     (iii) supply to the Trustee (and the Trustee shall make available via its website to all Enhancement Providers and Noteholders) such summaries of any information, documents and reports required to be filed by the Issuer (if any) pursuant to clauses (i) and (ii) of this Section 4.3(a) as may be required by rules and regulations prescribed from time to time by the Commission; and

     (iv) prepare and distribute any other reports required to be prepared by the Servicer under any Transaction Documents.

          (b) The fiscal year of the Issuer shall end on September 30 of each year.

     Section 4.4. Reports and Records for the Trustee and Instructions.

          (a) Unless otherwise stated in the related Series Supplement with respect to any Series and subject to the requirements of Section 4.4, on each Determination Date the Issuer shall require the Servicer to forward to the Trustee and the Notice Persons a Monthly Servicer Report prepared by the Servicer.

          (b) Unless otherwise specified in the related Series Supplement, on each Settlement Date, the Trustee or the Paying Agent shall make available via its website to each Noteholder of record of each outstanding Series, each applicable Rating Agency and each applicable Enhancement Provider the Monthly Noteholders’ Statement with respect to such Series.

ARTICLE 5.

ALLOCATION AND APPLICATION OF COLLECTIONS

     Section 5.1. Rights of Noteholders. Each Series of Notes shall be secured by the entire Trust Estate and the right to receive the Collections and other amounts at the times and in the

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amounts specified in this Article 5 to be deposited in the Investor Accounts and any Series Account (if so specified in the related Series Supplement) or to be paid to the Noteholders of such Series. Each Series of Notes shall also benefit solely from the Enhancement issued with respect to such Series. In no event shall the grant of a security interest in the entire Trust Estate be deemed to entitle any Noteholder to receive Collections or other proceeds of the Trust Estate in excess of the amounts described in Article 5.

     Section 5.2. Collection of Money. Except as otherwise expressly provided herein, the Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Trustee pursuant to this Indenture. The Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Trustee shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article 11.

     Section 5.3. Establishment of Accounts.

          (a) The Lockbox Account. (i) The Trustee shall possess all right, title and interest in all moneys, instruments, securities and other property on deposit from time to time in the Lockbox Account established by the Servicer in accordance with Section 3.01 of the Servicing Agreement and the proceeds thereof for the benefit of the Secured Parties. The Lockbox Account shall be under the sole dominion and control of the Trustee for the benefit of the Secured Parties. The Servicer at all times shall maintain accurate records reflecting each transaction in the Lockbox Account, and funds held therein shall at all times be held in trust for the benefit of the Secured Parties.

     (ii) The agreement governing the Lockbox Account shall specify that on each Business Day good funds on deposit in the Lockbox Account shall be swept into the Collection Account.

          (b) The Collection Account. On or prior to the Initial Closing Date, the Indenture Trustee shall establish and thereafter maintain in the State of New York or in the city in which the Corporate Trust Office is located, with a Qualified Institution or as a segregated trust account with the corporate trust department of a depository institution or trust company having corporate trust powers and acting as trustee for funds deposited in the Collection Account, in the name of the Trustee, an account (the “Collection Account”) bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Secured Parties. The Trustee shall be the entitlement holder of the Collection Account and shall possess all right, title and interest in all moneys, instruments, securities and other property on deposit from time to time in the Collection Account and the proceeds thereof for the benefit of the Secured Parties. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Secured Parties. Initially, the Collection Account will be established with the Trustee.

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          (c) The Spread Maintenance Account. (i) The Trustee, for the benefit of the Secured Parties, shall establish and thereafter maintain in the State of New York or in the city in which the Corporate Trust Office is located, with a Qualified Institution, in the name of the Trustee, a securities account (the “Spread Maintenance Account”), bearing a designation clearly indicating that the funds therein are held for the benefit of the Secured Parties. The Trustee shall be the entitlement holder of the Spread Maintenance Account and shall possess all right, title and interest in all moneys, instruments, securities and other property on deposit from time to time therein and in all proceeds thereof for the benefit of the Secured Parties. The Spread Maintenance Account shall be under the sole dominion and control of the Trustee for the benefit of the Secured Parties. The Trustee at all times shall maintain accurate records reflecting each transaction in the Spread Maintenance Account and that funds held therein shall at all times be held in trust for the benefit of the Secured Parties.

     (ii) On the issuance date of any Series, the Issuer will deposit, or cause to be deposited, into the Spread Maintenance Account sufficient amounts of funds such that, after giving effect to such deposit, the Spread Maintenance Reserve Required Amount is on deposit therein, and thereafter amounts shall be deposited in the Spread Maintenance Account in accordance with Section 5.4. Any and all moneys remitted by the Trustee to the Spread Maintenance Account shall be invested in Permitted Investments in accordance with this Indenture and shall be distributed in accordance with this Section 5.3(c).

     (iii) On each Settlement Date, the Trustee shall, in accordance with the Monthly Servicer Report for such Series, deposit into the Settlement Account for each Series from the Spread Maintenance Account an amount equal to the Permitted Settlement Date Withdrawals for such Series. On each Business Day, the Trustee shall, in accordance with the Daily Servicer Report or Monthly Servicer Report, as applicable, deposit in the Collection Account for distribution in accordance with Section 5.3(c) of this Indenture the excess, if any, of (A) amounts then on deposit in the Spread Maintenance Account (after giving effect to any withdrawals therefrom on such Settlement Date) over (b) the Spread Maintenance Reserve Required Amount. On the Legal Final Settlement Date for the Series with the latest Legal Final Settlement Date, any remaining funds in the Spread Maintenance Account shall be deposited in the Collection Account and, subject to the limitations set forth in any Supplement, distributed in accordance with Section 5.3(c) of this Indenture and the related Series Supplement. If the amount on deposit in the Spread Maintenance Account on a Settlement Date is not sufficient to pay in full the aggregate Permitted Settlement Date Withdrawals referred to above then the amounts of funds then available in the Spread Maintenance Account will be allocated among the various Series on a pro rata basis in proportion to the amount of their respective Permitted Settlement Date Withdrawals.

          (d) The Settlement Accounts. For each Series, the Trustee, for the benefit of the Secured Parties of such Series, shall establish and maintain in the State of New York or in the city in which the Corporate Trust Office is located, with one or more Qualified Institutions, in the name of the Trustee, an account (each, a “Settlement Account” and collectively, the “Settlement Accounts”) bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Secured Parties of such Series. The Trustee shall be the

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entitlement holder of each Settlement Account and shall possess all right, title and interest in all funds on deposit from time to time in the Settlement Accounts and in all proceeds thereof. The Settlement Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Secured Parties of such Series. The Trustee at all times shall maintain accurate records reflecting each transaction in each Settlement Account and that funds held therein shall at all times be held in trust for the benefit of the Secured Parties.

          (e) Series Accounts. If so provided in the related Series Supplement, the Trustee, for the benefit of the Secured Parties of such Series, shall cause to be established and maintained in the State of New York or in the city in which the Corporate Trust Office is located, with a Qualified Institution, in the name of the Trustee, one or more Series Accounts. Each such Series Account shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties of such Series. The Trustee shall be the entitlement holder of the each Series Account and shall possess all right, title and interest in all moneys, instruments, securities and other property on deposit from time to time therein and in all proceeds thereof for the benefit of the Secured Parties. Each Series Account shall be under the sole dominion and control of the Trustee for the benefit of the Secured Parties. To the extent that the Trustee holds any Series Account, the Trustee at all times shall maintain accurate records reflecting each transaction in each Series Account and that funds held therein shall at all times be held in trust for the benefit of the Secured Parties. Each such Series Account will have the other features and be applied as set forth in the related Series Supplement.

          (f) Administration of the Trust Accounts. Funds on deposit in the Trust Accounts that are not both deposited and to be withdrawn on the same date shall be invested in Permitted Investments. Any such investment shall mature and such funds shall be available for withdrawal on or prior to the Series Transfer Date related to the Monthly Period in which such funds were received or deposited. The Trustee: (i) shall hold each Permitted Investment (other than such as are described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary (the Trustee hereby agrees that it shall act as “securities intermediary” (within the meaning of Section 8-102(a)(17) of the UCC) with respect to the Trust Accounts held by the Trustee), which securities intermediary shall (and the Trustee hereby does) (I) agree that such investment property shall at all times be credited to a securities account of which the Trustee is the entitlement holder, (II) comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (III) agree that all property credited to such securities account shall be treated as a financial asset (as defined in Section 8-102(a)(9) of the UCC), (IV) waive any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (V) agree that its jurisdiction for purposes of Section 8-110 and Section 9-305(a)(3) of the UCC shall be New York; and (ii) maintain for the benefit of the Secured Parties, possession or control of each other Permitted Investment (including any negotiable instruments, if any, evidencing such Permitted Investments) not described in clause (i) above (other than such as are described in clause (c) of the definition thereof.) Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. On the second Business Day of each month, all interest and earnings (net of losses and investment expenses) for the prior Monthly Period on funds on deposit in a Trust Account held by the Trustee shall be deposited in the Collection Account and treated as Investment Earnings. Subject to the restrictions set forth above, the Issuer, or a Person designated in writing by the Issuer, of

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which the Trustee shall have received written notification thereof, shall have the authority to instruct the Trustee with respect to the investment of funds on deposit in the Trust Accounts. If the Trustee does not receive such instructions, it is directed to invest such funds in Permitted Investments specified in clause (a)(iv) of the definition thereof.

          (g) Qualified Institution. If, at any time, the institution holding any account established pursuant to this Section 5.3 ceases to be a Qualified Institution, the Trustee shall notify the Notice Persons and each Rating Agency and within 10 Business Days establish a new account or accounts, as the case may be, meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new account or accounts, as the case may be.

     Section 5.4. Collections and Allocations.

          (a) Collections in General. Until this Indenture is terminated pursuant to Section 12.1, the Issuer shall or shall cause the Servicer under the Servicing Agreement to cause all Collections due and to become due, as the case may be, and all other amounts required by this Indenture and the other Transaction Documents to be paid to the Lockbox Account or the Collection Account. Any Collections received directly by the Issuer or the Servicer shall be deposited by the Issuer or the Servicer, as applicable, into the Collection Account within one (1) Business Day of identification of such Collections, but in no event later than the second Business Day following such date of receipt. All monies, instruments, cash and other proceeds received by the Servicer in respect of the Trust Estate pursuant to this Indenture shall be deposited in the Collection Account as specified herein and shall be applied as provided in this Article 5 and in Article 6.

          (b) Disqualification of Institution Maintaining Collection Account. Upon and after the establishment of a new Collection Account with a Qualified Institution, the Servicer shall deposit or cause to be deposited all Collections as set forth in Section 5.4(a) into the new Collection Account, and in no such event shall deposit or cause to be deposited any Collections thereafter into any account established, held or maintained with the institution formerly maintaining the Collection Account (unless it later becomes a Qualified Institution or qualified corporate trust department maintaining the Collection Account).

          (c) Priority of Payments. On each Business Day, the Trustee, based on the Daily Servicer Report, shall distribute funds on deposit in the Collection Account to the Persons and in the order of priority set forth in clause (i) below. On each Settlement Date, the Trustee, based on the Monthly Servicer Report, shall distribute funds from the Collection Account in an amount equal to the Available Distribution Amount to the Persons and in the order of priority set forth in clauses (ii) and (iii):

     (i) On each Business Day prior to the occurrence of an Early Amortization Event or an Event of Default, the Trustee will make the following allocations with respect to amounts then on deposit in the Collection Account in the following order of priority:

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     (1) To set aside in the Collection Account an amount equal to the Accrued Facility Costs for further transfer on the next Settlement Date;

     (2) To the Spread Maintenance Account, until the amount (after giving effect to all distributions to be made on such Settlement Date) equals the Spread Maintenance Reserve Required Amount;

     (3) To the Settlement Account for each Series of Warehouse Notes specified by the Servicer in reduction of the principal amount outstanding thereunder in such amounts as specified by the Servicer; and

     (4) To the applicable Seller, an amount equal to the unpaid purchase price payable to the Seller under the Purchase Agreement;

     (5) Any remaining amounts shall be retained in the Collection Account for further distribution in accordance with this Section 5.4(c).

     (ii) On each Settlement Date, if neither an Early Amortization Event nor an Event of Default shall have occurred (or has been waived in accordance with the terms hereof), the Trustee will make the following payments from the Available Distribution Amount then on deposit in the Collection Account to the following Persons in the following order of priority:

     (1) To the Trustee, an amount equal to all Trustee Fees and Expenses then due and payable for all Series then Outstanding, plus any Trustee Fees and Expenses due but not paid on any prior Settlement Date (up to $50,000 in the aggregate per year);

     (2) To the Servicer an amount equal to the Servicing Fee for such Settlement Date (plus any Servicing Fee due but not paid to the Servicer on any prior Settlement Date);

     (3) To the Custodian, any fees and expenses then due and payable to the Custodian pursuant to the Custodian Agreement, plus any such fees and expenses due but not paid on any prior Settlement Date (up to $10,000 in the aggregate per year);

     (4) If a successor Servicer shall have been appointed, to such successor Servicer an amount in reimbursement of transition costs actually incurred by such successor Servicer (up to $50,000 in the aggregate);

     (5) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of any arrearages thereof, if any;

     (6) In payment of the following amounts on a pro rata basis: to each Settlement Account for each Series of Notes then Outstanding, an amount equal to the

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Interest Payments (including Premiums, if applicable) then due and payable for such Series;

     (7) To the Settlement Account for each Series of Notes then Outstanding, an amount equal to the Scheduled Principal Payment Amounts then due and payable for such Series;

     (8) First, to the Settlement Account for each Series of Warehouse Notes then Outstanding (until all Warehouse Notes are paid in full), an amount equal to the Supplemental Principal Payment Amount then due and payable for such Series, on a pro rata basis, and then to the Settlement Account for each other Series of Notes then Outstanding, an amount equal to the Supplemental Principal Payment Amount then due and payable for such Series, on a pro rata basis; provided that if a Borrowing Base Deficiency would exist after payment of such amounts, then the Supplemental Principal Payment Amount (to the extent of cash available to actually make such payment) otherwise payable pursuant to this clause (10) shall be paid to the Settlement Account for each Series of Notes then Outstanding, in each case on a pro rata basis;

     (9) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all remaining amounts then due and payable under the related Interest Rate Hedge Agreement (after giving effect to clause (7) above), if any;

     (10) To each Settlement Account for each Series of Notes then Outstanding, an amount equal to all other amounts then due and payable to the Noteholders of such Series including, without limitation, unpaid additional interest, fees, increased costs, taxes and indemnity payments identified in the related Series Supplement or the related Note Purchase Agreement;

     (11) To the Trustee, an amount equal to all Trustee Fees and Expenses then due and payable (after giving effect to clause (1) above);

     (12) To the Custodian, an amount equal to all custodian fees then due and payable (after giving effect to clause (3) above);

     (13) To the Servicer, an amount equal to all other amounts then due and payable to the Servicer (after giving effect to clauses (2) and (4) above); and

     (14) To the Issuer (or its designee), any remaining Available Distribution Amount.

     (iii) On each Settlement Date, if an Early Amortization Event or Event of Default shall have occurred with respect to any Series then Outstanding (and has not been waived in accordance with the terms hereof), the Trustee will make the following payments from the Available Distribution Amount then on deposit in the Trust Accounts to the following Persons in the following order of priority;

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     (1) To the Trustee an amount equal to all Trustee Fees and Expenses then due and payable for all Series then Outstanding;

     (2) To the Servicer an amount equal to the Servicing Fee for such Settlement Date (plus any Servicing Fee due but not paid to the Servicer on any prior Settlement Date);

     (3) To the Custodian, any fees and expenses then due and payable pursuant to the Custodian Agreement, plus any such fees and expenses due but not paid on any prior Settlement Date (up to $10,000 in the aggregate per year);

     (4) If a successor Servicer shall have been appointed, to such successor Servicer an amount in reimbursement of transition costs actually incurred by such successor Servicer (up to $50,000 in the aggregate);

     (5) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of any arrearages thereof, if any;

     (6) In payment of the following amounts on a pro rata basis: to each Settlement Account for each Series of Notes then Outstanding, an amount equal to the Interest Payments (including Premiums, if applicable) then due and payable for such Series;

     (7) To each Settlement Account, the then unpaid principal balance of the related Notes, on a pro rata basis, until such amounts are paid in full;

     (8) To each Settlement Account for each Series then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts payable to the Noteholders of such Series, including, without limitation, unpaid additional interest, fees, increased costs, taxes and indemnity payments identified in the related Series Supplement or the related Note Purchase Agreement;

     (9) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all remaining amounts then due and payable under the related Interest Rate Hedge Agreement (after giving effect to clause (5) above), if any;

     (10) To the Custodian, an amount equal to all custodian fees then due and payable (after giving effect to clause (3) above);

     (11) To the Servicer, an amount equal to all other amounts then due and payable to the Servicer (after giving effect to clauses (2) and (4) above); and

     (12) To the Issuer (or its designee), any remaining Available Distribution Amount.

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          (d) If any Series has more than one Class of Notes then Outstanding, then the Available Distribution Amount shall be calculated without regard to the payment priorities of the Classes of Notes within such Series. Once the Available Distribution Amount has been allocated to each Series, then that portion of the Available Distribution Amount allocable to such Series shall be paid to each Class of Noteholders of such Series in accordance with the priority of payments set forth in the related Supplement.

     Section 5.5. Determination of Interest Payments. Interest Payments with respect to each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the applicable Series Supplement.

     Section 5.6. Determination of Principal Amounts. Supplemental Principal Payment Amounts and Scheduled Principal Payment Amounts with respect to each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the applicable Series Supplement. However, all principal or interest with respect to any Series of Notes shall be due and payable no later than the Legal Final Settlement Date with respect to such Series.

     Section 5.7. General Provisions Regarding Accounts. Subject to Section 12.1(c), the Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Estate resulting from any loss on any Permitted Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Permitted Investments issued by the Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

     Section 5.8. [Reserved].

     Section 5.9. Release of Trust Estate.

          (a) Subject to the payment of its fees and expenses pursuant to Section 12.6 and satisfaction of the requirements of Section 2.14, the Trustee shall when required by the provisions of this Indenture or the Servicing Agreement with respect to Removed Receivables, execute instruments to release property from the lien of this Indenture, and convey the Trustee’s interest in the same, in a manner and under circumstances that are in compliance with the express provisions of this Indenture. No party relying upon an instrument executed by the Trustee as provided in this Article 5 shall be bound to ascertain the Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

          (b) The Trustee shall, at such time as there are no Notes outstanding and all sums due the Trustee pursuant to Section 12.6 have been paid and all amounts owing to the Noteholders and Enhancement Providers by the Issuer have been paid in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Trustee shall release property from the lien of this Indenture pursuant to this Section 5.9(b) only upon receipt of an Issuer Request accompanied by a Cofina Officer’s Certificate.

     Section 5.10. Prepayment of Notes.

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          (a) Mandatory Prepayments. Unless otherwise specified in a Series Supplement, the Issuer shall be required to prepay the then unpaid principal balance of all, or a part of, one or more Series of Notes then Outstanding if, on any Settlement Date, Borrowing Base Deficiency exists, and such prepayment shall be in the amount necessary such that, after giving effect to such prepayment, no Borrowing Base Deficiency exists. The calculations referred to herein shall be evidenced by the Monthly Servicer Report received by the Trustee. If a prepayment is required, the Issuer shall pay to the Noteholders of all Series of Warehouse Notes then Outstanding, on a pro rata basis, in proportion to the then unpaid principal balances of such Warehouse Notes, an amount such that, after giving effect to such prepayment, no Borrowing Base Deficiency exists; provided, however, that if the Issuer is unable to prepay the principal balance of all such Series of Warehouse Notes in the amount necessary such that after giving effect to such prepayment, no Borrowing Base Deficiency exists, then the amount of any prepayment actually made in accordance with the provisions of this Section 5.10(a) shall be allocated to all Series of Notes then Outstanding on a pro rata basis, in proportion to the then unpaid principal balance of such Notes. Any prepayment of Notes made pursuant to the provisions of this Section 5.10(a) shall be accomplished by a deposit of funds into the Collection Account.

          (b) Voluntary Prepayments. The Issuer may, from time to time, make an optional prepayment of principal of the Notes of a Series at the times, in the amounts and subject to the conditions set forth in the related Series Supplement. The Issuer shall give notice of any prepayment to the Trustee and the applicable Notice Persons (which notice may be set forth in the Daily Settlement Report) and shall promptly confirm any telephonic notice of prepayment in writing. Any optional prepayment of principal made by the Issuer pursuant to this Section 5.10(b) shall also include accrued interest to the date of the prepayment on the amount being prepaid. Any optional prepayment made pursuant to the provisions of this Section 5.10(b) shall be accomplished by a deposit of funds directly into the Collection Account and, unless otherwise specified in the Series Supplement for any Series of Notes then Outstanding, may be applied by the Issuer to reduce the unpaid principal balance of one or more Series of Notes then Outstanding, such Series to be selected in the sole discretion of the Issuer.

[THE REMAINDER OF ARTICLE 5 IS RESERVED AND SHALL BE SPECIFIED IN ANY SERIES SUPPLEMENT WITH RESPECT TO ANY SERIES.]

ARTICLE 6.

[ARTICLE 6 IS RESERVED AND SHALL BE SPECIFIED IN ANY SUPPLEMENT
WITH RESPECT TO ANY SERIES]

ARTICLE 7.

[ARTICLE 7 IS RESERVED AND SHALL BE SPECIFIED IN ANY SUPPLEMENT
WITH RESPECT TO ANY SERIES]

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ARTICLE 8.

COVENANTS

     Section 8.1. Payment of Notes. The Issuer shall duly and punctually pay or cause to be paid principal of (and premium, if any) and interest on the Notes pursuant to the provisions of this Base Indenture and any applicable Series Supplement. Principal and interest shall be considered paid on the date due if the Trustee or the Paying Agent holds on that date money designated for and sufficient to pay all principal and interest then due. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

     Section 8.2. Maintenance of Office or Agency. At all times from the date hereof to the Indenture Termination Date, the Issuer will maintain in the Borough of Manhattan, the City of New York, or in the city in which the Corporate Trust Office is located an office or agency (which may be an office of the Trustee, Transfer Agent and Registrar or co-registrar) where Notes may be surrendered for registration of transfer or exchange, where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served, and where, at any time when the Issuer is obligated to make a payment of principal and premium upon the Notes, the Notes may be surrendered for payment. The Issuer hereby initially appoints the Trustee to serve as its agent for the foregoing purposes. The Issuer will give prompt written notice to the Trustee and the Notice Persons of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Issuer hereby appoints the Trustee as its agent to receive all such surrenders, notices and demands.

     The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

     The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer.

     Section 8.3. Money for Payments To Be Held in Trust. At all times from the date hereof to the Indenture Termination Date all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the applicable Settlement Account shall be made on behalf of the Issuer by the Trustee or by another Paying Agent, and no amounts so withdrawn from such Settlement Account for payments of such Notes shall be paid over to the Issuer except as provided in this Indenture.

     Section 8.4. Conduct of Business and Maintenance of Existence. At all times from the date hereof to the Indenture Termination Date, except as otherwise permitted by the provisions of Section 8.10, the Issuer will keep in full effect its existence, rights and franchises as a limited

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liability company under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, to the extent permitted under this Agreement, organized under the laws of any other state or of the United States of America, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the other Transaction Documents, the Trust Estate and each other instrument or agreement included in the Trust Estate.

     Section 8.5. Protection of the Trust Estate. At all times from the date hereof to the Indenture Termination Date, the security interest Granted pursuant to this Indenture in favor of the Secured Parties shall be prior to all other Liens (subject to Permitted Encumbrances) in respect of the Trust Estate and the Issuer shall take or cause to be taken all actions necessary to obtain and maintain, in favor of the Trustee, for the benefit of the Secured Parties, a first lien (subject to Permitted Encumbrances) on and a first priority, perfected security interest in the Trust Estate. At all times from the date hereof to the Indenture Termination Date, the Issuer will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

     (i) Grant more effectively all or any portion of the Trust Estate;

     (ii) maintain or preserve the Lien and security interest (and the priority thereof) in favor of the Trustee for the benefit of the Secured Parties created by this Indenture or carry out more effectively the purposes hereof;

     (iii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

     (iv) enforce any of the Trust Estate;

     (v) preserve and defend the rights of the Trustee in such Trust Estate against the claims of all persons and parties (subject to Permitted Encumbrances); and

     (vi) pay all taxes or assessments levied or assessed upon the Trust Estate when due.

     The Issuer hereby agrees to file any financing statement or continuation statement required by any Required Person pursuant to this Section 8.5 and hereby authorizes the Trustee to file any financing schedule or continuation statement required pursuant to this Section 8.5.

     Section 8.6. Affirmative Covenants of Issuer. At all times from the date hereof to the Indenture Termination Date:

          (a) Financial Reporting. The Issuer will maintain a system of accounting established and administered in accordance with GAAP, and furnish to each Notice Person and the Trustee (and the Trustee shall promptly furnish to each Notice Person of each Series):

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     (i) Annual Reporting. Within ninety-five (95) days after the close of the Issuer’s, Cofina’s, CFA’s, and CHS’ fiscal years, audited financial statements of the Issuer, Cofina, CFA, and CHS, prepared in accordance with GAAP on a consolidated and consolidating basis (consolidating statements of CFA need not be audited by such accountants) for the Issuer, Cofina, CFA, and CHS and its Subsidiaries, including balance sheets as of the end of such period, related statements of operations, capital and cash flows, accompanied by an unqualified audit report certified by nationally recognized independent certified public accountants, prepared in accordance with GAAP and any management letter prepared by said accountants and by a certificate of said accountants that, in the course of the foregoing, nothing has come to their attention to cause such accountants to believe that a breach of any financial covenant or restriction set forth in (x) Section 2.04(e) of the Servicing Agreement, with respect to Cofina, as Servicer or (y) Section 8.6(m), with respect to the Issuer has occurred, or if, in the opinion of such accountants, any such event shall exist, stating the nature and status thereof.

     (ii) Compliance Certificate. Together with the financial statements required hereunder, a compliance certificate signed by the Issuer’s or Cofina’s, as applicable, chief financial officer stating that (x) the attached financial statements have been prepared in accordance with GAAP and accurately reflect the financial condition of the Issuer or Cofina, as applicable, and (y) to the best of such Person’s knowledge, no Default, Event of Default, Early Amortization Event or Potential Early Amortization Event exists, or if any Default, Event of Default, Early Amortization Event or Potential Early Amortization Event exists, stating the nature and status thereof.

     (iii) Notice of Default, Event of Default, Early Amortization Event or Potential Early Amortization Event. Immediately, and in any event within one (1) Business Day after the Issuer obtains knowledge of the occurrence of each Default, Event of Default, Early Amortization Event or Potential Early Amortization Event, a statement of the chief financial officer or chief accounting officer of the Issuer setting forth details of such Default, Event of Default, Early Amortization Event or Potential Early Amortization Event and the action which the Issuer proposes to take with respect thereto.

     (iv) Change in Credit and Collection Policy or in Credit Manual. Within ten (10) Business Days after the date any change in or amendment to the Credit Manual is made, a copy of the Credit Manual then in effect indicating such change or amendment.

     (v) ERISA. Promptly after the filing or receiving thereof, copies of all reports and notices with respect to any ERISA Event which either (i) the Issuer or any ERISA Affiliate of the Issuer files under ERISA with the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or (ii) the Issuer or any ERISA Affiliates of the Issuer receives from the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.S. Department of Labor. The Issuer shall give the Trustee and each Notice Person prompt written notice of any event that could result in the imposition of a Lien under Section 412 of the Code or Section 302 or 4068 of ERISA.

     (vi) Monthly Reporting. As soon as available, and in any event not later than the 15th day of the month following each monthly accounting period, a copy of monthly

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consolidated financial statements of Cofina and its Subsidiaries certified by the Servicer and substantially in the form of Exhibits D, E, and F hereto. On or prior to each Determination Date, the Monthly Servicer Report.

     (vii) Proceedings. Promptly, notice of: (1) each action, suit or proceeding before any Official Body which may adversely affect its condition or operations, financial or otherwise; and (2) any dispute or the commencement of any proceeding with respect to any of its obligations under the Transaction Documents.

     (viii) Other Information. Such other information (including nonfinancial information) as the Trustee or any Notice Person of any Series may from time to time reasonably request with respect to any Seller, the Issuer, the Servicer, or any Subsidiary of any of the foregoing.

          (b) Conduct of Business. The Issuer will carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and do all things necessary to remain duly formed, validly existing and in good standing as a domestic limited liability company in its jurisdiction of formation and to maintain all requisite authority to conduct its business in each other jurisdiction in which its business is conducted to the extent that the failure to maintain such requisite authority would have a Material Adverse Effect. The Issuer shall not engage in any business other than financing, purchasing, owning and managing Receivables in the manner contemplated by this Indenture and the Transaction Documents, the issuance of notes and activities incidental thereto and will not be a party to any agreement other than the Transaction Documents or own any assets other than those acquired under the Purchase Agreement, Permitted Investments and rights under the Transaction Documents.

          (c) Compliance with Laws. The Issuer will comply with all Laws (including, without limitation, all licensing requirements and ERISA) to which it or its properties may be subject. The pledge of the Receivables hereunder and the transfer of Receivables under the Purchase Agreement, the application of the proceeds thereof and consummation of the transactions contemplated by the Transaction Documents will not violate any provision of any Laws or any rule, regulation or order issued by the Commission.

          (d) Furnishing of Information and Inspection of Records. The Issuer will furnish to the Trustee and the Notice Persons of each Series from time to time such information with respect to the Receivables as the Trustee or any such Notice Persons may reasonably request, including listings identifying the outstanding principal balance for each Receivable, together with an aging of Receivables. The Issuer will, at any time and from time to time during regular business hours and upon reasonable notice permit the Trustee, any one or more of the Notice Persons, or any of their respective agents or representatives, (i) to examine and make copies of and abstracts from all Records and (ii) to visit the offices and properties of the Issuer for the purpose of examining such Records, and to discuss matters relating to Receivables or the Issuer’s performance under the Transaction Documents to which it is a party with any of the officers or branch managers of the Issuer, having knowledge of such matters. Upon a Default, Event of Default, Early Amortization Event or Potential Early Amortization Event, the Trustee,

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and the Notice Persons of each Series may have without notice, immediate access to all Records and the offices and properties of the Issuer.

          (e) Keeping of Records and Books of Account. The Issuer will maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Receivables and Related Security in the event of the destruction of the originals thereof), and keep and maintain, all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Issuer will maintain its records and computer files at all times to indicate that the Trust Estate is owned by the Issuer and pledged to the Trustee hereunder. The Issuer will give the Trustee and the Notice Persons of each Series prompt notice of any material change in the administrative and operating procedures of the Issuer referred to in the previous sentence.

          (f) Communication with Accountants; Delivery of Records. Upon the request of the Trustee or any Notice Persons of any Series, the Issuer shall authorize such requesting party to communicate directly with the Issuer’s independent certified public accountants regarding specific matters within such request and shall instruct those accountants to disclose and make available to such requesting party such financial statements, other supporting financial documents, schedules and information relating to the Issuer as are identified by such request. If any Event of Default or Early Amortization Event shall have occurred and be continuing, the Issuer shall, promptly upon request therefor, assist the Trustee in delivering to the Notice Persons of each Series, copies of Records reflecting activity through the close of business on the Business Day immediately preceding the date of such request (other than Records previously sent by the Issuer to the Custodian and then in the possession of the Custodian).

          (g) Performance and Compliance with Receivables and Loan Documents. The Issuer, at its expense, will timely and fully perform and comply with all provisions, covenants and other promises, if any, required to be observed by the Issuer under the Loan Documents related to the Receivables.

          (h) Taxes. The Issuer will file or cause to be filed all tax returns which, to its knowledge, are required to be filed. The Issuer will pay or make adequate provision for the payment of all taxes and all assessments made against it or any of its property (other than any amount of tax the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Issuer).

          (i) Collections Received. The Issuer shall hold in trust, and within one (1) Business Day of identification (but in any event no later than two Business Days following its receipt thereof) transfer to the Trustee for deposit into the Collection Account (subject to Section 5.4(a)) all Collections, if any, received from time to time by the Issuer.

          (j) Financial Statements. The Issuer shall disclose (in a footnote or otherwise) in all of its respective financial statements (including any such financial statements consolidated with any other Persons’ financial statements) the existence and nature of the

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transaction contemplated hereby and by the Purchase Agreement and the interest of the Trustee and the other Secured Parties in the Receivables and Related Security, Collections and Proceeds with respect thereto.

          (k) [Reserved].

          (l) Separate Existence. The Issuer shall at all times:

     (i) to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees;

     (ii) to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Issuer contracts or does business with venders or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided, and each such entity shall bear its fair share of such costs;

     (iii) enter into all transactions between the Issuer and any other Person, whether currently existing or hereafter entered into, only on an arm’s length basis;

     (iv) to the extent that the Issuer and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses;

     (v) conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary limited liability company formalities, including, but not limited to, holding all regular and special members’ and directors’ meetings appropriate to authorize all limited liability company action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, utilizing its own separate stationery, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts;

     (vi) not assume or guarantee any of the liabilities of any Seller or any Affiliate thereof;

     (vii) take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to comply with this Section 8.6(l);

     (viii) from and after the date of issuance of the second Series of Notes, comply with all material assumptions of fact set forth in the opinion with respect to certain bankruptcy matters delivered on the date of issuance of the second Series of Notes,

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relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with Cofina, CFA, any Seller or any other Person;

     (ix) hold itself out to the public as a legal entity separate and distinct from any other Person and conduct its business solely in its own name in order not (A) to mislead others as to the identity with which such other party is transacting business or (B) to suggest that it is responsible for the debts of any other Person;

     (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;

     (xi) prevent any pledge or transfer (whether in any one or more transactions) of a direct or indirect ownership interest in the Issuer;

     (xii) refrain from acquiring the obligations or securities of its Affiliates;

     (xiii) have at least one (1) independent director (the “Independent Director”) that is a member of a professional organization in the business of providing persons for such directorships and which in any case is not and has not been for at least five (5) years a director, officer, employee, trade creditor or shareholder (or spouse, parent, sibling or child of the foregoing) of (A) CFA, CHS or Cofina, (B) the Issuer, (C) any principal of CFA, CHS or Cofina, (D) any Affiliate of CFA, CHS or Cofina or (E) any Affiliate of any principal of CFA, CHS or Cofina; provided, however, that such Independent Director may be an independent director of another special purpose entity affiliated with CFA, CHS or Cofina; and

     (xiv) except as otherwise expressly contemplated by this Indenture, maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Issuer will not be diverted to any other Person or for other than business uses of the Issuer.

          (m) Minimum Net Worth. from and after the date of issuance of the second Series of Notes, the Issuer shall at all times have a net worth (in accordance with GAAP) of at least the greater of (i) 15% of the Program Amount and (ii) $60,000,000.

          (n) Rating Maintenance. For so long as the Notes of any Series are Outstanding, the Issuer shall use its best efforts to enable each Rating Agency to maintain any applicable rating of the Notes of each such Series.

          (o) Computer Files. The Issuer will mark or cause to be marked each Receivable in its computer files to indicate the interest of the Trustee in such Receivable and other Related Security.

          (p) Custody of Receivables Files. Not later than the fifth Business Day following the Initial Closing Date or the second Business Day following the applicable date of any other sale under the Purchase Agreement, the Issuer will cause the Servicer to deliver or

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cause to be delivered directly to the Custodian for the benefit of the Secured Parties the Receivables Files, shall cause the Custodian to deliver to the Trustee and the Required Persons for each Series a certificate of a Responsible Officer confirming receipt of such Receivables Files, and shall cause all Obligor Notes delivered to the Custodian to be duly indorsed in blank with note transfer powers in the form set forth in the Custodian Agreement.

          (q) Compliance with Credit Manual. The Issuer will comply in all material respects with the policies and procedures in the Credit Manual in regard to each Loan Document, each Receivable and the related loan.

          (r) Receivables List. The Issuer shall maintain a complete and accurate list of its Receivables at all times and shall provide the Trustee with written notice of all changes thereto after the Closing Date (which notice requirement may be satisfied by delivery of Purchase Notices, Daily Servicer Reports and Monthly Servicer Reports).

     Section 8.7. Performance of Obligations; Servicing of Receivables. At all times from the date hereof to the Indenture Termination Date, unless the Required Noteholders shall otherwise consent in writing:

          (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture or Section 2.02 the Servicing Agreement.

          (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Trustee in an Officer’s Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture.

          (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in the Transaction Documents and in the instruments and agreements included in the Trust Estate, including preparing (or causing to be prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of the Indenture and the other Transaction Documents in accordance with and within the time periods provided for herein and therein.

          (d) If a Responsible Officer of the Issuer shall have actual knowledge of the occurrence of a Servicer Default, the Issuer shall promptly notify the Trustee, each Notice Person, and the Rating Agencies thereof in accordance with Section 15.4, and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement, the Issuer shall take all reasonable steps available to it to remedy such failure, including any action requested by the Trustee or any Required Person.

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          (e) If the Trustee has given notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 2.01 of the Servicing Agreement, as promptly as possible thereafter, the Trustee, at the direction of the Required Noteholders, shall appoint a successor servicer in accordance with Section 2.01 of the Servicing Agreement.

          (f) The Issuer agrees that it will not amend, supplement or otherwise modify any Transaction Document or waive timely performance or observance by the Servicer or any Seller of their respective duties under the Transaction Documents, in each case, without the prior written consent of the Required Persons for each Series. Promptly following a request from the Trustee or any Notice Person to do so the Issuer agrees to take all such lawful action as the Trustee or such Notice Person may request to compel or secure the performance and observance by the Sellers and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Transaction Documents in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Transaction Documents to the extent and in the manner directed including the transmission of notices of default on the part of the Sellers or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Sellers or the Servicer of each of their obligations under the Transaction Documents.

          (g) The Issuer shall take all actions reasonably requested by the Trustee (with the consent or at the direction of any Required Person) to enforce the Issuer’s rights and remedies under the Transaction Documents.

     Section 8.8. Negative Covenants. So long as any Notes are outstanding, the Issuer shall not, unless the Required Noteholders shall otherwise consent in writing:

          (a) Adverse Claims. Except as expressly permitted by this Indenture or the Transaction Documents, sell, transfer, exchange or otherwise dispose of or create any Adverse Claim upon (or file any financing statement covering) any of the properties or assets of the Issuer constituting the Trust Estate or any part thereof or any interest thereon or any proceeds thereof (except in connection with the removal of Removed Receivables), unless directed to do so by the Trustee (with the consent or at the direction of any Required Person).

          (b) Claims for Taxes. Claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate.

          (c) Validity and Compliance. (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Trustee created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly provided in Section 13.1, or (B) fail to comply with the provisions of the Transaction Documents.

          (d) No Extension or Amendment of Receivables. Except as otherwise permitted in Section 2.02 of the Servicing Agreement, the Issuer will not extend, amend or

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otherwise modify the terms of any Receivable, or amend, modify or waive any term or condition of any Loan Document related thereto except as required by Requirements of Law.

          (e) No Change in Business or the Credit Manual. Subject to Requirements of Law, the Issuer will not make any change in the character of its business or in the Credit Manual, which change would, in either case, materially impair the collectibility of any Receivable or otherwise have a Material Adverse Effect. The Issuer shall not make any material amendment to the Credit Manual without the prior written consent of the Required Persons for each Series.

          (f) Merger or Consolidation of, or Assumption of the Obligations of, the Issuer. The Issuer shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person unless:

     (i) the entity formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Issuer substantially as an entirety shall be, if the Issuer is not the surviving entity, organized and existing under the laws of the United States of America or any state or the District of Columbia, and shall be an entity having provisions in its organizational documents substantively identical to those contained in the Issuer’s organizational documents and, if the Issuer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, each Noteholder and each Enhancement Provider, in form reasonably satisfactory to the Required Persons of each Series, the performance of every covenant and obligation of the Issuer hereunder; and

     (ii) the Controlling Party shall have consented thereto.

          (g) Other Debt. The Issuer will not create, incur, assume or suffer to exist any Indebtedness whether current or funded, other than (i) the Notes, (ii) Indebtedness of the Issuer representing fees, expenses and indemnities arising hereunder or under the Purchase Agreement for the purchase price of the Receivables under the Purchase Agreement, and (iii) other Indebtedness incurred in the ordinary course of its business in an amount not to exceed $10,000 at any one time outstanding.

          (h) ERISA Matters.

     (i) To the extent applicable, the Issuer will not (A) engage or permit any of its respective ERISA Affiliates to engage in any prohibited transaction (as defined in Section 4975 of the Code and Section 406 of ERISA) for which an exemption is not available or has not previously been obtained from the U.S. Department of Labor; (B) fail to make any payments to any Multiemployer Plan that the Issuer or any ERISA Affiliate of the Issuer is required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto; (C) terminate any Benefit Plan so as to result in any liability; or (D) permit to exist any occurrence of any reportable event described in Title IV of ERISA, if such prohibited transactions, failures to make payment, terminations and reportable events described in clauses (A), (B), (C) and (D) above would in the aggregate have a Material Adverse Effect.

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     (ii) To the extent applicable, the Issuer will not permit to exist any accumulated funding deficiency (as defined in Section 302(a) of ERISA and Section 412(a) of the Code) or funding deficiency with respect to any Benefit Plan other than a Multiemployer Plan.

     (iii) To the extent applicable, the Issuer will not cause or permit any of its ERISA Affiliates to cause or permit the occurrence of an ERISA Event with respect to Title IV Plans of the Issuer or its ERISA Affiliates that have an aggregate Unfunded Pension Liability equal to or greater than $1,000,000.

          (i) Payment to Sellers. With respect to any Receivable sold by a Seller to the Issuer, the Issuer shall effect such sale under, and pursuant to the terms of, the Purchase Agreement, including the payment by the Issuer either in cash to or by a capital contribution from the Seller of an amount equal to the purchase price for such Receivable as required by the terms of the Purchase Agreement.

          (j) Insolvency. Become insolvent or fail to pay its debts and liabilities from its assets as the same become due.

          (k) Receivables Not to Be Evidenced by Instruments. Take any action to cause any Receivable that is not evidenced by an instrument as of the Closing Date to be so evidenced except in connection with the enforcement or collection of such Receivable.

          (l) Agreements. Become a party to, or permit any of the Trust Estate to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, except the Transaction Documents, or amend or modify the provisions of its formation or organizational documents or issue any power of attorney except to the Trustee or the Servicer.

          (m) Distributions. Declare or pay, directly or indirectly, any dividend or make any other distribution (whether in case or other property) with respect to the profits, assets or capital of the Issuer or any Person’s interest therein (collectively, a “Distribution”); provided, however, if no Event of Default or Early Amortization Event has occurred, the Issuer may make Distributions from amounts paid to the Issuer pursuant to Section 5.4(c).

          (n) Employees. Employ any employees.

          (o) Loans to Sellers. Make any loans or other advances to any Seller.

          (p) Servicer Providers. Except for the Transaction Documents, contract with any vendors or service providers.

     Section 8.9. Annual Statement as to Compliance. (a) The Issuer will deliver to the Trustee and the Notice Persons for each Series, within 120 days after the end of each fiscal year of the Issuer (commencing with the fiscal year ended August 31, 2005) a Cofina Officer’s Certificate stating that:

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     (i) a review of the activities of the Issuer during such year and of performance under this Indenture has been made under such Responsible Officer’s supervision; and

     (ii) to the best of such Responsible Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture throughout such year, or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Responsible Officer and the nature and status thereof; and

          (b) The Issuer will deliver to the Trustee and the Notice Person for each Series, prior to each fifth anniversary of the Initial Closing Date, an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest.

     Section 8.10. Investments. The Issuer shall not make any investments other than Permitted Investments and the Receivables and Related Security.

     Section 8.11. Use of Proceeds. The proceeds of the Notes shall be used exclusively to fund the Issuer’s purchase of the Receivables and the other assets specified in the Purchase Agreement, to repay outstanding Notes and to pay the Issuer’s organizational and transactional expenses.

     Section 8.12. Servicer’s Obligations. The Issuer shall use best efforts to cause the Servicer to comply with all of its covenants under the Servicing Agreement.

     Section 8.13. Guarantees, Loans, Advances and Other Liabilities. The Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

     Section 8.14. Capital Expenditures. The Issuer shall not make any expenditure for capital assets (either realty or personalty).

     Section 8.15. Name; Principal Office. The Issuer will not change its name, its jurisdiction of organization or the location of its chief executive office or principal place of business (within the meaning of the applicable UCC) without prior written notice to the Trustee and each Notice Person. In the event that the Issuer desires to so change its jurisdiction of organization or its office or change its name, the Issuer will make any required filings and prior to actually making such change the Issuer will deliver to the Trustee and each Notice Person (i) a Cofina Officers’ Certificate and (except with respect to a change of the location of the Issuer’s

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chief executive office or principal place of business to a new location in the same county) an Opinion of Counsel confirming that all required filings have been made to continue the perfected interest of the Trustee in the Trust Estate in respect of such change and (ii) copies of all such required filings with the filing information duly noted thereon by the office in which such filings were made.

     Section 8.16. Further Instruments and Acts. Upon request of the Trustee or any Notice Person, the Issuer will execute and deliver such further instruments, furnish such other information and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

     Section 8.17. Income Tax Characterization. For purposes of federal income, state and local income and franchise and any other income taxes, unless otherwise required by the relevant governmental authority, the Issuer will treat the Notes as indebtedness.

     Section 8.18. Perfection Covenants. The Perfection Representations shall be a part of this Indenture for all purposes.

ARTICLE 9.

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

     Section 9.1. Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Trustee, for the benefit of the Secured Parties, on the Closing Date, each Settlement Date and the date of each increase in the outstanding principal balance of the Notes that:

          (a) Organization and Good Standing. The Issuer is a limited liability company duly organized and is validly existing and in good standing under the laws of the State of Delaware.

          (b) Power and Authority. The Issuer has the organizational power and authority to (i) execute, deliver and perform its obligations under this Indenture, the other Transaction Documents to which it is a party, and the transactions contemplated hereby and thereby, (ii) issue the Notes and grant a security interest in its assets and (iii) own its property and conduct its business, as such properties are presently owned and such business is presently conducted.

          (c) Due Qualification. The Issuer is duly qualified to do business and is in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would be reasonably likely to have a Material Adverse Effect.

          (d) Due Authorization. The execution, delivery and performance of this Indenture and each of the other Transaction Documents to which it is a party, the issuance of the Notes, the granting of a security interest in its assets and the consummation of the transactions contemplated by this Indenture and the other Transaction Documents have been duly authorized by the Issuer by all necessary organizational action on the part of the Issuer.

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          (e) Execution and Delivery; Binding Obligation. This Indenture and each of the other Transaction Documents to which the Issuer is a party has been duly executed and delivered on behalf of the Issuer and constitutes a valid, legal and binding obligation of the Issuer, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity.

          (f) No Conflict. The execution and delivery of this Indenture and the other Transaction Documents to which the Issuer is a party and the performance of its obligations under this Indenture and each of the other Transaction Documents to which it is a party will not (i) conflict with its organizational documents or conflict with, violate, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any Requirement of Law applicable to the Issuer or any of its properties or any contractual restriction contained in any indenture, contract, agreement, mortgage, deed of trust, judgment, decree, order or other agreement or instrument to which the Issuer is a party or by which it or its properties is bound, or (ii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, contract, mortgage, deed of trust or other agreement or instrument, other than the Transaction Documents.

          (g) Judgments. No injunction, decree or other decision has been issued or made by any court, governmental agency or instrumentality thereof or Official Body that prevents, and to the Issuer’s knowledge no threat by any person has been made that could be expected to result in any such decision that would prevent it from conducting a significant part of its business operations.

          (h) Financial Condition. Since the date of its organization, there has been no material adverse change in the financial condition, business, business prospects or operations of the Issuer. The Issuer is solvent, is able to pay its debts generally as they mature, owns property with a fair saleable value greater than the amount required to pay its debts and has capital sufficient to carry on its business.

          (i) No Proceedings. No litigation or administrative proceeding is pending or, to the best knowledge of the Issuer, threatened against the Issuer, before any Official Body (i) asserting the invalidity of this Indenture or any other Transaction Document to which the Issuer is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or any other Transaction Document, (iii) seeking any determination or ruling that would adversely affect the performance by the Issuer of its obligations under this Indenture or any other Transaction Document to which it is a party or (iv) seeking any determination or ruling that, if determined adversely to the Issuer, could adversely affect the validity or enforceability of this Indenture or any other Transaction Document to which it is a party or (v) seeking any determination or ruling that would, if adversely determined, have a Material Adverse Effect.

          (j) Governmental and Other Consents. All approvals, authorizations, consents, orders or other actions of, and all registration, qualification, designation, declaration, notice to or filing with any Person or of any Official Body required in connection with the execution and delivery by the Issuer of this Indenture and the other Transaction Documents to which the Issuer is a party, the performance by the Issuer of the transactions contemplated

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hereby or thereby and the fulfillment by the Issuer of the terms hereof and thereof have been obtained.

          (k) Accuracy of Information. No factual written information furnished or to be furnished in writing by or on behalf of the Issuer to any Notice Person, the Trustee or any Secured Party for purposes of or in connection with any Transaction Document or any transaction contemplated hereby or thereby is, and no other such factual written information hereafter furnished (and prepared) by or on behalf of the Issuer to the Trustee or any Secured Party pursuant to or in connection with any Transaction Document, taken as a whole, will be inaccurate as of the date it was furnished or (except as otherwise disclosed at such time) as of the date as of which such information is dated or certified, or shall contain any material misstatement of fact or omitted or will omit to state any material fact necessary to make such information, in the light of the circumstances under which any statement therein was made, not misleading on the date as of which such information is dated or certified.

          (l) Tax Status. The Issuer has filed or caused to be filed all tax returns (Federal, State and local) required to be filed by it and has paid or made adequate provision for the payment of all taxes, assessments and other governmental charges made against it or any of its properties then due and payable (including for such purposes, the setting aside of appropriate reserves in accordance with GAAP on the books of the Issuer for taxes, assessments and other governmental charges being contested in good faith) and no tax Lien has been filed and, to the Issuer’s knowledge, no claim is being asserted, with respect to any such tax, assessment, or other charge.

          (m) Offices. The principal place of business and chief executive office of the Issuer are located and always have been located at 5500 Cenex Drive, St. Paul, Minnesota 55077, and the offices where the Issuer keeps all its records and Related Security are (unless then held by the Custodian) located at such address or such other locations notified to the Trustee in accordance with Section 8.15.

          (n) Trade Names, Etc. As of the date hereof (i) the Issuer has no subsidiaries; and (ii) the Issuer has, within the last five (5) years, operated under no trade names, and, within the last five (5) years, has not changed its name, merged with or into or consolidated with any other corporation or been the subject of any proceeding under the Bankruptcy Code.

          (o) Nature of Receivables. Each Receivable (i) represented by the Issuer or the Servicer to be an Eligible Receivable (including in any Monthly Servicer Report or other report) or (ii) included in any calculation based on Eligible Receivables or otherwise in any such report in fact satisfies at such time the definition of “Eligible Receivable”.

          (p) Material Adverse Effect. Since the date of its formation (i) the Issuer has not incurred any obligations or liabilities that, alone or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (ii) no contract, lease or other agreement or instrument has been entered into by the Issuer or has become binding upon the Issuer’s assets and no law or regulation applicable to the Issuer has been adopted that has had or could reasonably be expected to have a Material Adverse Effect and (iii) the Issuer is not in default under any material contract, lease or other agreement or instrument to which the Issuer is a party

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that alone or in the aggregate could reasonably be expected to have a Material Adverse Effect. Between the date of the formation of the Issuer and the Closing Date and/or the date of any increase in the aggregate principal amount of Notes outstanding no event has occurred that alone or together with other events could reasonably be expected to have a Material Adverse Effect.

          (q) Not an Investment Company. The Issuer is not, is not controlled by, and, upon giving effect to the transactions contemplated in this Indenture and the other Transaction Documents, will not be or be controlled by an “investment company” or an “affiliated person” of, “promoter” or “principal underwriter” for, an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or is exempt from all provisions of such Act.

          (r) ERISA. (i) Each of the Issuer and its ERISA Affiliates is in compliance in all material respects with ERISA and the Code unless any failure to so comply could not reasonably be expected to have a Material Adverse Effect and (ii) no Lien exists in favor of the Pension Benefit Guaranty Corporation on any of the Trust Estate. No ERISA Event has occurred with respect to Title IV Plans of the Issuer. No ERISA Event has occurred with respect to Title IV Plans of the Issuer’s ERISA Affiliates that have an aggregate Unfunded Pension Liability equal to or greater than $1,000,000. Neither the Issuer nor of its ERISA Affiliates maintains, nor has at any time been obligated to make, or made, contributions to or under any Multiplayer Plan.

          (s) Bulk Sales. No transaction contemplated hereby or by the other Transaction Documents requires compliance with any “bulk sales” act or similar law.

          (t) Transfers Under Purchase Agreement. Each Receivable which has been transferred to the Issuer by the Sellers has been purchased by or contributed to Cofina Financial, LLC from the Sellers pursuant to, and in accordance with, the terms of the Purchase and Contribution Agreement and to the Issuer from or by Cofina Financial, LLC pursuant to, and in accordance with, the terms of the Purchase Agreement.

          (u) Preference, Voidability. The Issuer shall have given reasonably equivalent value to the applicable Seller in consideration for the transfer to the Issuer of the Receivables and Related Security with respect thereto from the applicable Seller, and each such transfer shall not have been made for or on account of an antecedent debt owed by the applicable Seller to the Issuer.

          (v) Perfection Representations. The Perfection Representations shall be a part of this Indenture for all purposes.

          (w) Margin Regulations. No use of any funds received by the Issuer hereunder will conflict with or contravene any of Regulations T or U promulgated by the Board of Governors of the Federal Reserve System from time to time.

          (x) Accounting. The Issuer has treated the conveyance of Receivables and Related Security acquired by the Issuer from the Sellers under the Purchase Agreement as a sale or contribution by the applicable Seller to the Issuer on all relevant books, records, tax returns (other than combined or consolidated tax returns), financial statements and other applicable documents; provided, however, that the foregoing shall not prevent the Issuer from being

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included in the consolidated financing statement of any Seller pursuant to GAAP or applicable tax law or regulations.

The representations and warranties of the Issuer shall survive the pledge of the Trust Estate hereunder.

ARTICLE 10.

EARLY AMORTIZATION EVENTS AND REMEDIES

     Section 10.1. Early Amortization Events. If any one of the following events shall occur (each, an “Early Amortization Event”):

          (a) all of the Sellers or Cofina shall become unable for any reason to transfer Receivables to the Issuer in accordance with the provisions of the Purchase Agreement or the Purchase and Contribution Agreement and such inability shall continue for three (3) Business Days after the Issuer has knowledge thereof or should, in the exercise of reasonable diligence, have acquired knowledge of, or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer by the Trustee, any Enhancement Provider, the Servicer or any Noteholder; or

          (b) failure on the part of the Issuer or any Seller (i) to make any payment or deposit required by the terms of this Indenture, any Series Supplement, or any other Transaction Document, on or before the date one (1) Business Day after the date on which such payment or deposit is required to be made herein or therein (or, in the case of a deposit to be made with respect to any Settlement Period, by the related Settlement Date), or (ii) duly to observe or perform in any respect any other covenants or agreements of the Issuer or any Seller, as the case may be, set forth in this Indenture, any Series Supplement or any other Transaction Document which failure, solely in the case of this clause (ii), continues unremedied for a period of ten (10) Business Days after the Issuer has knowledge thereof or should, in the exercise of reasonable diligence, have acquired knowledge thereof, or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer or any Seller, as the case may be, by the Trustee, any Enhancement Provider, the Servicer or any Noteholder; provided, however, that if the failure in (b)(ii) is capable of being cured and the Issuer or the applicable Seller is using all reasonable efforts to cure such failure, an Early Amortization Event shall not be deemed to have occurred until such failure continues unremedied for a period of thirty (30) days;

          (c) any representation or warranty made by the Issuer or any Seller in this Indenture, any Series Supplement or any other Transaction Document or any information delivered by the Issuer or any Seller pursuant thereto shall prove to have been false or incorrect in any material respect when made or when delivered; provided, however, that an Early Amortization Event pursuant to this Section 10.1(d) shall not be deemed to have occurred hereunder if such Early Amortization Event is the result of a breach of a representation, warranty, statement or certificate with respect to any Receivable, and the applicable Seller or the Servicer has deposited into the Collection Account the full Deemed Collection with respect thereto;

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          (d) any Servicer Default shall occur;

          (e) the imposition of (i) any tax or ERISA liens against the Issuer, (ii) any tax liens against any Seller and (iii) ERISA liens against any Seller unless, in the case of either (ii) or (iii), such lien would not have a Material Adverse Effect and has been released within thirty (30) days of the earlier of (a) the date the applicable Seller has knowledge of or should, in the exercise of reasonable diligence, have acquired knowledge of the imposition of such lien or (b) the date on which the applicable Seller receives notice of the imposition of such lien;

          (f) an Event of Default shall occur;

          (g) the Servicer shall become unable for any reason to transfer the Collections on, or other proceeds of, Receivables to the Issuer in accordance with the provisions of the Transaction Documents and such inability continues unremedied for more than two (2) Business Days;

          (h) any other event shall occur which may be specified in any Series Supplement as a “Series Early Amortization Event”;

          (i) as of any Determination Date, the Delinquency Ratio exceeds 10%;

then an Early Amortization Event with respect to all Series of Notes shall occur without any notice or other action on the part of the Trustee or the affected Noteholders immediately upon the occurrence of such event. If an Early Amortization Event has occurred, the Required Noteholders may waive such Early Amortization Event and its consequences. Upon any such waiver, such Early Amortization Event shall cease to exist and be deemed to have been cured and not to have occurred for every purpose of this Indenture and the other Transaction Documents; but no such waiver shall extend to any subsequent or other Early Amortization Event or impair any right consequent thereto.

ARTICLE 11.

EVENTS OF DEFAULT; REMEDIES

     Section 11.1. Events of Default. Unless otherwise specified in a Series Supplement, an “Event of Default”, wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

     (i) default in the payment of any interest on any Class of Notes of any Series (other than the most subordinated Class of any Series as specified in a Series Supplement, if such subordinated Class is retained by the Issuer or any of its Affiliates) and such default shall continue (and shall not have been waived by the Required Persons of each affected Series) for a period of two (2) Business Days; or

     (ii) default in the payment of the principal of or any installment of the principal of any Class of Notes of any Series (other than the most subordinated Class of

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any Series as specified in a Series Supplement, if such subordinated Class is retained by the Issuer or any of its Affiliates) (including payment of any Scheduled Principal Payment Amount) when the same becomes due and payable and such default shall continue (and shall not have been waived by the Required Persons of each affected Series) for a period of one (1) Business Day; or

     (iii) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable Federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuer’s affairs; or

     (iv) the commencement by the Issuer of a voluntary case under any applicable Federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of action by the Issuer in furtherance of any of the foregoing; or

     (v) the Issuer shall fail to perform or observe any other covenants of the Issuer contained in the Transaction Documents which failure shall remain unremedied for ten (10) Business Days after written notice from the Trustee, any Enhancement Provider, the Servicer or any Noteholder or the Issuer has knowledge thereof or should, in the exercise of reasonable diligence, have acquired knowledge of such failure; or

     (vi) any representation or warranty made or deemed to be made by the Issuer, or any of its officers, under or in connection with the Transaction Documents, or any report or other information delivered pursuant thereto, shall prove to have been false or incorrect in any material respect when made or deemed made; or

     (vii) the Issuer shall cease or otherwise fail to have a good and valid title to the Receivables and the Related Security; or the security interest granted to the Trustee shall, for any reason, cease or otherwise fail to be a valid and perfected first priority security interest in the Receivables and a valid and perfected first priority security interest in the Related Security (other than, with respect to any Related Security, any Permitted Encumbrances) in favor of the Trustee; or

     (viii) Unless otherwise consented to by the Required Persons for each Series, at any time CFA shall (A) own of record and beneficially less than 51% of the outstanding ownership interests in Cofina Financial, LLC, without regard to ownership interests held by Affiliates of CFA or (B) directly or indirectly own of record and beneficially less than 51% of the outstanding ownership interest in the Issuer; or

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     (ix) Unless otherwise consented to by the Required Persons for each Series, at any time CFA, CHS and their Affiliates, taken as a whole, shall own of record and beneficially less than 100% of the outstanding ownership interests in Cofina Financial, LLC or the Issuer or shall pledge or grant a lien on any such interests, in whole or in part; or

     (x) the Issuer shall become: (i) an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or under the control of an “investment company”; (ii) a “public utility company” or a “holding company,” a “subsidiary company” or an “affiliate” of any public utility company within the meaning of Section 2(a)(5), 2(a)(7), 2(a)(8) or 2(a)(11) of the Public Utility Holding Company Act of 1935; or (iii) otherwise subject to any other federal or state statute or regulation limiting its ability to incur or pay indebtedness.

     (xi) an Event of Bankruptcy shall occur with respect to any Seller or the Servicer; or

     (xii) as of any date of determination there shall exist a Borrowing Base Deficiency which shall have not been cured within three (3) Business Days; or

     (xiii) a Servicer Default shall occur; or

     (xiv) the Pension Benefit Guaranty Corporation or the Internal Revenue Service has filed a Lien against any assets of the Issuer or any such assets have otherwise become subject to such a Lien.

     Section 11.2. Rights of the Trustee Upon Events of Default.

          (a) If and whenever an Event of Default (other than in clause (iii) and (iv) of Section 11.1) shall have occurred and be continuing, the Trustee may, with the consent of the Required Noteholders, and, at the written direction of the Required Noteholders shall, cause the principal amount of all Notes of all Series outstanding to be immediately due and payable at par, together with interest thereon. If an Event of Default with respect to the Issuer specified in clause (iii) and (iv) of Section 11.1 shall occur, all unpaid principal of and accrued interest on all the Notes of all Series outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee, any Enhancement Provider or any Noteholder. If an Event of Default shall have occurred and be continuing, the Trustee may exercise from time to time any rights and remedies available to it under applicable law and Section 11.4. Any amounts obtained by the Trustee on account of or as a result of the exercise by the Trustee of any right shall be held by the Trustee as additional collateral for the repayment of the Issuer Obligations and shall be applied as provided in Article 5 hereof. If so specified in the applicable Series Supplement, the Trustee may agree to limit its exercise of rights and remedies available to it as a result of the occurrence of an Event of Default to the extent set forth therein.

          (b) If an Event of Default shall have occurred, then at any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article 11

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provided, the Required Noteholders, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:

     (i) the Issuer has paid to or deposited with the Trustee a sum sufficient to pay

     (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes or under any Transaction Document if the Event of Default giving rise to such acceleration had not occurred; and

     (B) all sums paid by the Trustee hereunder and the reasonable compensation, expenses, disbursements of the Trustee and its agents and counsel; and

     (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 11.6.

     No such rescission shall affect any subsequent default or impair any right consequent thereto.

          (c) Additional Remedies. In addition to any rights and remedies now or hereafter granted hereunder or under applicable law with respect to the Trust Estate, the Trustee shall have all of the rights and remedies of a secured party under the UCC as enacted in any applicable jurisdiction.

     Section 11.3. Collection of Indebtedness and Suits for Enforcement by Trustee.

          (a) If an Event of Default occurs, the Trustee may, with the consent of the Required Noteholders, and shall, at the direction of the Required Noteholders, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law.

          (b) In any Proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture), the Trustee shall be held to represent all the Secured Parties, and it shall not be necessary to make any such Person a party to any such proceedings.

          (c) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon

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the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

     (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, in accordance with the Transaction Documents by the Trustee and each predecessor Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Secured Parties allowed in such proceedings;

     (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Secured Parties in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;

     (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties and of the Trustee on their behalf; and

     (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee or the Secured Parties allowed in any judicial proceedings relative to the Issuer, its creditors and its property;

     and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Secured Parties, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee, their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, in accordance with the Transaction Documents, by the Trustee and each predecessor Trustee except as a result of negligence, bad faith or willful misconduct.

          (d) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Secured Party any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Secured Party or to authorize the Trustee to vote in respect of the claim of any Secured Party in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person.

          (e) All rights of action, and of asserting claims under this Indenture or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or

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proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the Secured Parties.

     Section 11.4. Remedies. If an Event of Default shall have occurred and be continuing, the Trustee may and shall, at the direction of the Required Noteholders, do one or more of the following:

          (a) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable under the Transaction Documents, enforce any judgment obtained, and collect from the Issuer and any other obligor under the Transaction Documents moneys adjudged due;

          (b) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate;

          (c) subject to the limitations set forth in clause (d) below, exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Trustee and the Secured Parties; and

          (d) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default unless:

     (i) the Holders of 100% of all of the outstanding Notes and, unless otherwise specified in the applicable Series Supplement, the Enhancement Providers of each Series of all outstanding Series consent thereto,

     (ii) the proceeds of such sale or liquidation distributable to the Noteholders and Enhancement Providers of each Series are sufficient to discharge in full all amounts then due and unpaid with respect to all outstanding Notes and to the Enhancement Providers of all outstanding Series at such date for principal and interest and any other amounts due Noteholders, or

     (iii) the Trustee determines that the proceeds of the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the outstanding Notes of all outstanding Series as such amounts would have become due if the Notes had not been declared due and payable, and the Trustee obtains the consent of the Required Noteholders.

     In determining such sufficiency or insufficiency with respect to clauses (d)(ii) and (d)(iii), the Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Receivables in the Trust Estate for such purpose.

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     The Trustee may maintain a Proceeding even if it does not possess any of the Notes or does not produce any of them in the Proceeding, and any such Proceeding instituted by the Trustee shall be in its own name as trustee. All remedies are cumulative to the extent permitted by law.

     Section 11.5. [Reserved].

     Section 11.6. Waiver of Past Events. If an Event of Default shall have occurred and be continuing, prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 11.2(a), the Required Noteholders may waive any past Default or Event of Default and its consequences except a Default in payment of principal (or premium, if any) of or interest on any of the Notes. In the case of any such waiver, the Issuer, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

     Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

     Section 11.7. Limitation on Suits. No Secured Party shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Base Indenture and related Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

     (i) such Secured Party previously has given written notice to the Trustee of a continuing Event of Default;

     (ii) the Holders of not less than 25% in principal amount of the outstanding Notes of all affected Series have made written request to the Trustee to institute such Proceeding in respect of such Event of Default in its own name as Trustee hereunder;

     (iii) such Secured Party has offered and, if requested, provided to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request;

     (iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and

     (v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Required Noteholders;

it being understood and intended that no one or more Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Secured Parties or to obtain or to seek to obtain priority or preference over any other Secured Parties or to enforce any right under this Indenture, except in the manner herein provided.

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     In the event the Trustee shall receive conflicting or inconsistent requests and indemnity pursuant to this Section 11.7 from two or more groups of Noteholders, each representing less than the Required Noteholders, the Trustee shall, to the extent otherwise permitted hereunder, proceed in accordance with the request of the greater majority of the outstanding principal amount of the Notes, as determined by reference to such requests.

     Section 11.8. Unconditional Rights of Holders to Receive Payment; Withholding Taxes.

          (a) Notwithstanding any other provision of this Indenture, the right of any Noteholder of a Note to receive payment of principal (on the applicable Legal Final Settlement Date for such Note) and interest, if any, on the Note, on or after the respective due dates expressed in the Note or in this Indenture, or to bring suit for the enforcement of any such unpaid amount on or after such respective dates is absolute and unconditional and shall not be impaired or affected without the consent of the Noteholder.

          (b) The Paying Agent shall (or if the Trustee is not the Paying Agent, the Trustee shall cause the Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent shall) comply with all requirements of the Code regarding the withholding of payments in respect of Federal income taxes due from Noteholders and otherwise comply with the provisions of this Indenture applicable to it.

     Section 11.9. Restoration of Rights and Remedies. If any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Trustee or to such Noteholder, then and in every such case the Issuer, the Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Noteholders shall continue as though no such proceeding had been instituted.

     Section 11.10. The Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Secured Parties allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property, and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claim and any custodian in any such judicial proceeding is hereby authorized by each Secured Party to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Secured Parties, to pay the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 12.6. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Secured Party any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

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     Section 11.11. Priorities. Following the occurrence of an Early Amortization Event or the declaration of an Event of Default pursuant to Section 10.1 or 11.1, all amounts in the Trust Accounts, including any money or property collected pursuant to Section 11.4, shall be applied by the Trustee on the related Settlement Date in accordance with the provisions of Article 5 and the applicable Series Supplement.

     The Trustee may fix a record date and Settlement Date for any payment to Secured Parties pursuant to this Section. At least fifteen (15) days before such record date the Issuer shall mail to each Secured Party and the Trustee a notice that states the record date and the amount to be paid.

     Section 11.12. Undertaking for Costs. All parties to this Indenture agree, and each Secured Party shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the aggregate outstanding principal balance of the Notes on the date of the filing of such action or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date), in the case of (b) or (c) above, solely to the extent such suit shall otherwise expressly be permitted by this Indenture.

     Section 11.13. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or any Secured Party is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

     Section 11.14. Delay or Omission Not Waiver. No delay or omission of the Trustee or any Secured Party to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article 11 or by law to the Trustee or to the Secured Parties may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Secured Parties, as the case may be.

     Section 11.15. Control by Required Noteholders. The Required Noteholders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Notes and the exercise of any trust or power conferred on the Trustee; provided that:

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     (i) such direction shall not be in conflict with any rule of law or with this Indenture;

     (ii) subject to the express terms of Section 11.4, any direction to the Trustee to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the aggregate outstanding principal balance of all the Notes of all Series; and

     (iii) the Trustee may take any other action reasonably deemed proper by the Trustee that is not inconsistent with such direction;

provided, however, that, subject to Section 12.1, the Trustee need not take any action that it determines might involve it in liability for which it is not otherwise indemnified.

     Section 11.16. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

     Section 11.17. Action on Notes. The Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Trustee or the Secured Parties shall be impaired by the recovery of any judgment by the Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer.

     Section 11.18. Performance and Enforcement of Certain Obligations. If an Event of Default has occurred and is continuing, the Trustee may and, at the direction of the Required Noteholders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Sellers, CFA or the Servicer under or in connection with the Transaction Documents, including the right or power to take any action to compel or secure performance or observance by the Sellers, Cofina or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction Documents, and any right of the Issuer to take such action shall be suspended.

ARTICLE 12.

THE TRUSTEE

     Section 12.1. Duties of the Trustee.

          (a) If an Event of Default has occurred and is continuing, and of which a Trust Officer of the Trustee has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their

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exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default of which a Trust Officer does not have actual knowledge or has not received written notice; and provided, further that the preceding sentence shall not have the effect of insulating the Trustee from liability arising out of the Trustee’s negligence or willful misconduct.

          (b) Except during the occurrence and continuance of an Event of Default:

     (i) the Trustee undertakes to perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

     (ii) in the absence of negligence and willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture and, if applicable, the Transaction Documents to which the Trustee is a party, provided, further, that the Trustee shall not be responsible for the accuracy or content of any of the aforementioned documents and the Trustee shall have no obligation to verify any information or recompute any numerical information provided to it pursuant to the Transaction Documents.

          (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct or for the breach of the express terms of the Indenture, except that:

     (i) this clause does not limit the effect of clause (b) of this Section 12.1;

     (ii) the Trustee shall not be personally liable for any error of judgment made in good faith by a Trust Officer or Trust Officers of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

     (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 11.15;

     (iv) the Trustee shall not be charged with knowledge of any failure by the Servicer referred to in clauses (a), (b) or (c) of Section 2.04 of the Servicing Agreement or any Default or Event of Default unless a Trust Officer of the Trustee obtains actual knowledge of such failure or the Trustee receives written notice of such failure from an Enhancement Provider, the Servicer, the Issuer or any Holders of Notes evidencing not less than 10% of the aggregate outstanding principal balance of the Notes of any Series adversely affected thereby.

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          (d) Notwithstanding anything to the contrary contained in this Indenture or any of the Transaction Documents, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights and powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk is not reasonably assured to it by the security afforded to it by the terms of this Indenture and none of the provisions contained in this Indenture shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under the Servicing Agreement except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of the Servicing Agreement.

          (e) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

          (f) The Trustee shall, and hereby agrees that it will, perform all of the obligations and duties required of it under the Servicing Agreement.

          (g) Except for actions expressly authorized by this Indenture, the Trustee shall take no action to impair the value of any asset of the Trust Estate now existing or hereafter created or, after any Early Amortization Event or Default or Event of Default, reasonably likely to impair the interests of the Issuer in any asset of the Trust Estate now existing or hereafter created.

          (h) Except as provided in this Section 12.1(h), the Trustee shall have no power to vary the corpus of the Trust Estate including the power to (i) accept any substitute obligation for an asset of the Trust Estate assigned by the Issuer under the Granting Clause or (ii) release any assets from the Trust Estate, except in each case as permitted or contemplated by the Transaction Documents, under Sections 5.9, 13.1, 13.4 hereof or pursuant to Section 2.11 of the Servicing Agreement.

          (i) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they substantially conform to the requirements of this Indenture.

          (j) Without limiting the generality of this Section 12.1 and subject to the other provisions of this Indenture, the Trustee shall have no duty (i) to see to any recording, filing or depositing of this Indenture or any agreement referred to herein, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof, (ii) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Issuer, (iii) to confirm or verify the contents of any reports or certificates delivered to the Trustee pursuant to this Indenture or the Servicing Agreement believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties, or (iv) to inspect the Receivables at any time or ascertain or inquire as to the performance or observance of any of the Issuer’s, any Seller’s or the Servicer’s

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representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of the Receivable files under the Transaction Documents.

          (k) Subject to Section 12.1(d), in the event that the Paying Agent or the Transfer Agent and Registrar (if other than the Trustee) shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Transfer Agent and Registrar, as the case may be, under this Indenture, the Trustee shall be obligated as soon as practicable upon actual knowledge of a Trust Officer thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required.

          (l) Subject to Section 12.4, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law or the Transaction Documents.

          (m) Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage regardless of the form of action.

     Section 12.2. Rights of the Trustee. Except as otherwise provided by Section 12.1:

          (a) The Trustee may conclusively rely on and shall be protected in acting upon or refraining from acting upon and in accord with, without any duty to verify the contents or recompute any calculations therein, any document (whether in its original or facsimile form), including any assignment of Receivables, the Monthly Servicer Report, the annual Servicer’s certificate, the monthly payment instructions and notification to the Trustee, the Monthly Noteholders’ Statement, any resolution, Cofina Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document, believed by it to be genuine and to have been signed by or presented by the proper person. Subject to Section 12.1, the Trustee need not investigate any fact or matter stated in the document.

          (b) Before the Trustee acts or refrains from acting prior to an Early Amortization Event or Default or Event of Default, the Trustee may require a Cofina Officer’s Certificate or consult with counsel of its selection and the Cofina Officer’s Certificate or the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

          (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, custodians and nominees and the Trustee shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent or attorneys, custodian or nominee so long as such agent, custodian or nominee is appointed with due care.

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          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence or a breach of the express terms of this Indenture.

          (e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, any Series Supplement or any Enhancement Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Noteholders or any Enhancement Provider, pursuant to the provisions of this Indenture or any Series Supplement, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk is not reasonably assured to it by the terms of this Indenture.

          (f) Except as otherwise required by the Indenture or by law, the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document (including, any assignment of Receivables, the Monthly Servicer Report, the annual Servicer’s certificate, the monthly payment instructions and notification to the Trustee or the Monthly Noteholders’ Statement), unless requested in writing so to do by the Holders of Notes evidencing not less than 25% of the aggregate outstanding principal balance of Notes of any Series or any Enhancement Provider, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding.

          (g) The Trustee shall have no liability for the selection of Permitted Investments and shall not be liable for any losses or liquidation penalties in connection with Permitted Investments, unless such losses or liquidation penalties were incurred through the Trustee’s own willful misconduct or negligence. The Trustee shall have no obligation to invest or reinvest any amounts except as provided in this Indenture or as directed by the Issuer (or the Servicer on its behalf).

          (h) The Trustee shall not be liable for the acts or omissions of any successor to the Trustee so long as such acts or omissions were not the result of the negligence, bad faith or willful misconduct of the predecessor Trustee.

          (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

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          (j) Except as may be required by Sections 12.1(b)(ii), 12.1(i), 12.2(a) and 12.2(f), the Trustee shall not be required to make any initial or periodic examination of any documents or records related to the Trust Estate for the purpose of establishing the presence or absence of defects, the compliance by any Seller or the Servicer with their respective representations and warranties or for any other purpose.

     Section 12.3. Trustee Not Liable for Recitals in Notes. The Trustee assumes no responsibility for the correctness of the recitals contained in this Indenture and in the Notes (other than the signature and authentication of the Trustee on the Notes). Except as set forth in Section 12.16, the Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes (other than the signature and authentication of the Trustee on the Notes) or of any asset of the Trust Estate or related document. The Trustee shall not be accountable for the use or application by the Issuer or the Sellers of any of the Notes or of the proceeds of such Notes, or for the use or application of any funds paid to the Sellers or to the Issuer in respect of the Trust Estate or deposited in or withdrawn from the Collection Account or any Series Account by the Servicer.

     Section 12.4. Individual Rights of the Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or an Affiliate of the Issuer with the same rights it would have if it were not Trustee. Any Paying Agent, Transfer Agent and Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 12.9 and 12.11.

     Section 12.5. Notice of Defaults. If a Default, Event of Default, Early Amortization Event or Potential Early Amortization Event occurs and is continuing and if a Trust Officer of the Trustee receives written notice or has actual knowledge thereof, the Trustee shall promptly provide notice to each Notice Person (and, with respect to any Event of Default or Early Amortization Event, each Noteholder) and each Rating Agency promptly (and in any event within two (2) Business Days) after such knowledge or notice occurs, to the extent possible by telephone and facsimile, and, otherwise, by first class mail at their respective addresses appearing in the Note Register.

     Section 12.6. Compensation.

          (a) To the extent not otherwise paid pursuant to the Indenture, the Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Issuer will pay or reimburse the Trustee (without reimbursement from the Collection Account, any Investor Account, any Series Account or otherwise) upon its request for all reasonable expenses, disbursements and advances (including legal fees and costs and costs of persons not regularly employed by the Trustee) incurred or made by the Trustee in accordance with any of the provisions of this Indenture except any such expense, disbursement or advance as may arise from its own willful misconduct, negligence or bad faith or breach of the express terms of this Indenture and except as provided in the following sentence.

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          (b) The obligations of the Issuer under this Section 12.6 are subject to the Priority of Payments under Section 5.4(c) and shall survive the termination of this Base Indenture and the resignation or removal of the Trustee.

     Section 12.7. Replacement of the Trustee.

          (a) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 12.7.

          (b) The Trustee may, after giving sixty (60) days prior written notice to the Issuer, each Notice Person and the Servicer, resign at any time and be discharged from the trust hereby created; provided, however, that no such resignation of the Trustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Issuer may remove the Trustee by so notifying the Trustee, each Notice Person and the Servicer. The Issuer or any Required Person may remove the Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee if:

     (i) the Trustee fails to comply with Section 12.9;

     (ii) a court or Federal or state bank regulatory agency having jurisdiction in the premises in respect of the Trustee shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Trustee or for any substantial part of the Trustee’s property, or ordering the winding-up or liquidation of the Trustee’s affairs;

     (iii) the Trustee consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or other similar official) for the Trustee or for any substantial part of the Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any corporate action in furtherance of any of the foregoing; or

     (iv) the Trustee fails to perform its duties hereunder or becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Servicer shall, with the consent of the Required Noteholders, or the Required Noteholders may (if the Servicer fails to designate a successor Trustee acceptable to the Required Noteholders) promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning and one copy to the successor trustee.

          (c) If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee.

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     A successor Trustee shall deliver a written acceptance of its appointment to the retiring or removed Trustee and to the Issuer and each Notice Person. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers and duties of the Trustee under this Indenture and any Series Supplement. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee hereunder (and its agents and counsel) have been paid and all documents and statements held by it hereunder, and the Issuer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. Notwithstanding replacement of the Trustee pursuant to this Section 12.7, the Trust’s obligations under Sections 12.6 and 12.17 shall continue for the benefit of the retiring Trustee.

          (d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 12.7 shall not become effective until acceptance of appointment by the successor Trustee pursuant to this Section 12.7 and payment of all fees and expenses owed to the retiring Trustee (except to the extent of amounts owed by the Trustee hereunder).

          (e) No successor trustee shall accept appointment as provided in this Section 12.7 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 12.9 hereof.

     Section 12.8. Successor Trustee by Merger, etc. Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Person shall be eligible under the provisions of Section 12.9 hereof, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

     In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.

     Section 12.9. Eligibility: Disqualification. The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States of America or any State thereof authorized under such laws to exercise corporate trust powers, having a long-term unsecured debt rating of at least Baa by Moody’s and BBB by Standard & Poor’s having, in the

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case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $200,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, having a combined capital and surplus of at least $200,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 12.9, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

          (a) In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 12.9, the Trustee shall resign immediately in the manner and with the effect specified in Section 12.7.

     Section 12.10. Appointment of Co-Trustee or Separate Trustee.

          (a) Notwithstanding any other provisions of this Indenture or any Series Supplement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate may at the time be located, the Trustee shall have the power and may execute and deliver all instruments to appoint one or more persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Secured Parties, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this Section 12.10 such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 12.9 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 12.7. No co-trustee shall be appointed without the consent of the Issuer unless such appointment is required as a matter of state law or to enable the Trustee to perform its functions hereunder. The appointment of any co-trustee or separate trustee shall not relieve the Trustee of any of its obligations hereunder.

          (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

     (i) the Notes of each Series shall be authenticated and delivered solely by the Trustee or an authenticating agent appointed by the Trustee;

     (ii) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform, such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

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     (iii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustees, hereunder, including acts or omissions of predecessor or successor trustees; and

     (iv) the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

          (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article 12. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture and any Series Supplement, specifically including every provision of this Indenture or any Series Supplement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Servicer.

          (d) Any separate trustee or co-trustee may at any time constitute the Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect to this Indenture or any Series Supplement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

     Section 12.11. Reports by Trustee to Holders. The Trustee shall deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its Federal and state income tax returns.

     Section 12.12. Representations and Warranties of Trustee. The Trustee represents and warrants to the Issuer and the Secured Parties that:

     (i) the Trustee is a national banking association duly organized, existing and authorized to engage in the business of banking under the laws of the United States of America;

     (ii) the Trustee has full power, authority and right to execute, deliver and perform this Indenture and any Series Supplement issued concurrently with this Indenture and to authenticate the Notes, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture and any Series Supplement issued concurrently with this Indenture and to authenticate the Notes;

     (iii) this Indenture has been duly executed and delivered by the Trustee; and

     (iv) the Trustee meets the requirements of eligibility as a trustee hereunder set forth in Section 12.9.

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     Section 12.13. The Issuer Indemnification of the Trustee. The Issuer shall fully indemnify and hold harmless the Trustee (and any predecessor Trustee) and its directors, officers, agents and employees from and against any and all loss, liability, claim, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of the activities of the Trustee pursuant to this Indenture or any Series Supplement and any other Transaction Document to which it is a party, including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Issuer shall not indemnify the Trustee or its directors, officers, employees or agents if such acts, omissions or alleged acts or omissions constitute negligence or willful misconduct by the Trustee. Notwithstanding anything else set forth in this Agreement or any other Transaction Document, the Trustee agrees that the obligations of the Issuer to the Trustee under this Section 12.13 and under the other Transaction Documents shall be recourse to the Trust Estate only and payable solely to the extent provided in Section 5.4. No obligations of the Issuer to the Trustee under this Section 12.13 shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in the event that amounts are not paid in accordance with the priority of payments set forth in Section 5.4(c). The indemnity provided herein shall survive the termination of this Indenture and the resignation and removal of the Trustee.

     Section 12.14. Trustee’s Application for Instructions from the Issuer. Any application by the Trustee for written instructions from the Issuer or the Servicer may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. Subject to Section 12.1, the Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than thirty (30) days after the date any Responsible Officer of the Issuer or the Servicer actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

     Section 12.15. Maintenance of Office or Agency. The Trustee will maintain at its expense in the Borough of Manhattan, the City of New York an office or offices, or agency or agencies, where notices and demands to or upon the Trustee in respect of the Notes and this Indenture may be served. The Trustee initially appoints 100 Wall Street, New York, New York as its office for such purposes in New York. The Trustee will give prompt written notice to the Issuer, the Servicer and to Noteholders (or in the case of Holders of Bearer Notes, in the manner provided for in the related Series Supplement) of any change in the location of the Notes Register or any such office or agency.

ARTICLE 13.

DISCHARGE OF INDENTURE

     Section 13.1. Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of Noteholders to receive payments

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of principal thereof and interest thereon and any other amount due to Noteholders, (ii) Sections 8.3, 12.6, 12.12, 13.2, and 13.5(b), (iii) the rights, obligations and immunities of the Trustee hereunder (including the rights of the Trustee under Sections 12.6 and 12.13 and the obligations of the Trustee under Section 13.2) and (iv) the rights of Secured Parties as beneficiaries hereof with respect to the property deposited with the Trustee as described below payable to all or any of them, and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes (and their related Secured Parties), on the first Business Day after the Settlement Date with respect to any Series (the “Indenture Termination Date”) on which the Issuer has paid, caused to be paid or irrevocably deposited or caused to be irrevocably deposited in the applicable Settlement Account and any applicable Series Account funds in cash sufficient to pay in full all amounts owed to each Noteholder, each Enhancement Provider and all Issuer Obligations and Collateral Interests, if any, and the Issuer has delivered to the Trustee, each Notice Person and any Enhancement Provider a Cofina Officer’s Certificate and an Opinion of Counsel each meeting the applicable requirements of Section 16.1 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

     After any irrevocable deposit made pursuant to Section 13.1 and satisfaction of the other conditions set forth herein, the Trustee promptly upon request shall acknowledge in writing the discharge of the Issuer’s obligations under this Indenture except for those surviving obligations specified above.

     Section 13.2. Application of Issuer Money. All moneys deposited with the Trustee pursuant to Section 13.1 shall be held in trust and applied by it, in accordance with the provisions of the Notes, this Indenture and the related Series Supplement, to the payment, either directly or through any Paying Agent, as the Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest and to the payment of all amounts owed to the related Secured Parties; but such moneys need not be segregated from other funds except to the extent required herein or in the other Transaction Documents or required by law.

     The provisions of this Section 13.2 shall survive the expiration or earlier termination of this Indenture.

     Section 13.3. Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all moneys then held by any Paying Agent other than the Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Trustee to be held and applied according to Section 8.3 and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

     Section 13.4. Cleanup Call.

          (a) If so provided in any Series Supplement, the initial Servicer may, but shall not be obligated to, purchase the Notes of any Series on any Settlement Date on or after the

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Settlement Date on which the aggregate Note Principal of such Series is less than or equal to 10% of the “Program Amount” for such Series (or such other lower amount as may be specified in a Series Supplement for such Series). Such purchase shall be made by depositing into the applicable Settlement Account or the applicable Series Account, not later than the Series Transfer Date preceding such Settlement Date, for application in accordance with Section 13.5, the amount specified in such Series Supplement.

          (b) The amount deposited pursuant to Section 13.4(a) shall be paid to the Noteholders of the related Series pursuant to Section 13.5 on the related Settlement Date following the date of such deposit. All Notes of a Series which are paid pursuant to Section 13.4(a) shall be delivered by the Issuer upon such purchase to, and be canceled by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.

     Section 13.5. Final Payment with Respect to Any Series.

          (a) Written notice of any termination, specifying the Settlement Date upon which the Noteholders of any Series may surrender their Notes for final payment with respect to such Series and cancellation, shall be given (subject to at least two Business Days’ prior notice from the Servicer to the Trustee) by the Trustee to Noteholders of such Series and the Notice Persons mailed not later than the last day of the month preceding such final payment (or in the manner provided by the Series Supplement relating to such Series) specifying (i) the Settlement Date (which shall be the Settlement Date in the month (x) in which the deposit is made pursuant to Section 13.4(a) of this Base Indenture or such other section as may be specified in the related Series Supplement, or (y) in which the related Series Termination Date occurs) upon which final payment of such Notes will be made upon presentation and surrender of such Notes at the office or offices therein designated (which, in the case of Bearer Notes, shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Settlement Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office or offices therein specified. The Servicer’s notice to the Trustee in accordance with the preceding sentence shall be accompanied by a Cofina Officer’s Certificate setting forth the information specified in Article 6 of this Base Indenture covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. The Trustee shall give such notice to the Transfer Agent and the Paying Agent at the time such notice is given to such Noteholders.

          (b) Notwithstanding the termination or discharge of the trust of the Indenture pursuant to Section 13.1 or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Settlement Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Noteholders of the related Series, and the Paying Agent or the Trustee shall pay such funds to the Noteholders of the related Series upon surrender of their Notes (which surrenders and payments, in the case of Bearer Notes, shall be made only outside the United States). In the event that all of the Noteholders of any Series shall not surrender their Notes for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give second written notice (or, in the case of Bearer Certificates, publication notice) to the remaining Noteholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to

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surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Notes of such Series shall not have been surrendered for cancellation, the Trustee may take appropriate steps or may appoint an agent to take appropriate steps, to contact the remaining Noteholders of such Series concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Settlement Account or any Series Account held for the benefit of such Noteholders. The Trustee and the Paying Agent shall pay to the Issuer upon request any monies held by them for the payment of principal or interest which remains unclaimed for two years. After such payment to the Issuer, Noteholders entitled to the money must look solely to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

          (c) All Notes surrendered for payment of the final distribution with respect to such Notes and cancellation shall be canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Issuer.

     Section 13.6. Termination Rights of Issuer. Upon the termination of the lien of the Indenture pursuant to Section 13.1, and after payment of all amounts due hereunder on or prior to such termination, the Trustee shall execute a written release and reconveyance substantially in the form of Exhibit A pursuant to which it shall release the lien of the Indenture and reconvey to the Issuer (without recourse, representation or warranty) all right, title and interest in the Trust Estate, whether then existing or thereafter created, all moneys due or to become due with respect to such Trust Estate (including all accrued interest theretofore posted as Finance Charges) and all proceeds of the Trust Estate, except for amounts held by the Trustee or any Paying Agent pursuant to Section 13.5(b). The Trustee shall execute and deliver such instruments of transfer and assignment, in each case without recourse, as shall be reasonably requested by the Issuer or the Servicer to vest in the Issuer all right, title and interest in the Trust Estate.

ARTICLE 14.

AMENDMENTS

     Section 14.1. Without Consent of the Noteholders. Without the consent of the Holders of any Notes, but, if the Servicer’s rights and/or obligations are materially and adversely affected thereby, with the prior written consent of the Servicer and with prior written notice to the Rating Agencies, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indenture supplements or amendments hereto or Series Supplements or amendments to any Series Supplement, in form satisfactory to the Trustee, for any of the following purposes:

          (a) to create a new Series of Notes;

          (b) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;

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          (c) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes;

          (d) to add to the covenants of the Issuer for the benefit of any Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer;

          (e) to convey, transfer, assign, mortgage or pledge to the Trustee any property or assets as security for the Issuer Obligations and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the Issuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trustee;

          (f) to cure any ambiguity, or correct or supplement any provision herein or in any supplemental indenture hereto or in any Series Supplement or amendment to any Series Supplement which may be inconsistent with any other provision herein or in any supplemental indenture or any Series Supplement or amendment to any Series Supplement; provided, however, that (subject to the last sentence of this Section 14.1) such action shall not adversely affect the interests of any Holder of the Notes in any material respect without its consent; or

          (g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more Series or to add to or change any of the provisions of the Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one trustee pursuant to the requirements of Article 12.

     Upon the request of the Issuer and upon receipt by the Trustee of the documents described in Section 2.2, the Trustee shall join with the Issuer in the execution of any supplemental indenture or Series Supplement authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.

     An amendment described in this Section 14.1 shall be deemed not to affect adversely the interests of any Noteholder (or any relevant Secured Party) if the Rating Agency Condition is satisfied with respect thereto (or, if there is no applicable Rating Agency, if the Funding Agent consents in writing).

     Section 14.2. Supplemental Indentures with Consent of Required Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, with the consent of the Servicer (if the Servicer’s rights and/or obligations are materially and adversely affected thereby) and the consent of the Required Noteholders (or, with respect to an amendment to a particular Series Supplement, with the consent of the Required Noteholders of such Series), enter into an

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indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Base Indenture or any Series Supplement or of modifying in any manner the rights of the Holders of the Notes of any Series under this Base Indenture or any Series Supplement; provided, however, that no such supplemental indenture shall without the consent of the Holder of each outstanding Note affected thereby:

     (i) extend or defer the date of payment of any installment of principal of or interest on, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, so as to reduce the priority of payment thereof or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;

     (ii) impair the right to institute suit (to the extent provided herein) for the enforcement of the certain provisions of this Base Indenture or any Series Supplement requiring the application of funds available therefor, as provided in Article 11, to the payment of any such amount due on the Notes on or after the respective due dates thereof;

     (iii) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture or Series Supplement or amendment of a Series Supplement, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Base Indenture or any Series Supplement or certain defaults hereunder and their consequences provided for in this Base Indenture or any Series Supplement;

     (iv) modify or alter the provisions of Section 16.3 of this Base Indenture or any Series Supplement regarding the voting of Notes held by the Issuer, any Seller or an Affiliate thereof;

     (v) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 11.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;

     (vi) modify any provision of this proviso to Section 14.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Base Indenture or any Series Supplement cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;

     (vii) modify any of the provisions of this Base Indenture or any Series Supplement in such manner as to affect in any material adverse respect the rights of the

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Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Base Indenture or any Series Supplement; or

     (viii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any material part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Base Indenture or any Series Supplement, terminate the lien of this Indenture on any material portion of such collateral at any time subject hereto or deprive any Secured Party of any material portion of the security provided by the lien of this Base Indenture or any Series Supplement;

provided, further, that no amendment will be permitted if it would result in a Taxable Event to any Noteholder, unless such Noteholder’s consent is obtained as described above.

     Notwithstanding anything in Sections 14.1 and 14.2 to the contrary, the Series Supplement with respect to any Series may be amended with respect to the items and in accordance with the procedures provided in such Series Supplement.

     It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

     The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe.

     Promptly after the execution by the Issuer and the Trustee of any supplemental indenture, amendment to this Base Indenture, or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment of a Series Supplement, to the Noteholder of the applicable Series), to any related Enhancement Provider and to each Rating Agency rating any affected Series a notice setting forth in general terms the substance of such supplemental indenture, amendment to this Base Indenture, or any Series Supplement. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

     Section 14.3. Execution of Supplemental Indentures. In executing any supplemental indenture permitted by this Article 14 or the modifications thereby of the trust created by this Indenture, the Trustee shall be entitled to receive, and subject to Section 12.1, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized, permitted or not prohibited (as the case may be) by this Indenture. Such Opinion of Counsel may be subject to reasonable qualifications and assumptions of fact. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

     Section 14.4. Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this

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Indenture of the Trustee, the Issuer and the Holders of the Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

     Section 14.5. [Reserved].

     Section 14.6. Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article 14 may, and if required by the Trustee shall, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Issuer, to any such supplemental indenture may be prepared, executed, authenticated and delivered by the Trustee in exchange for outstanding Notes.

     Section 14.7. Series Supplements. The initial effectiveness of each Series Supplement shall be subject to the satisfaction of the Rating Agency Condition with respect to such Series Supplement (or, if there is no applicable Rating Agency, if the Funding Agent consents in writing). In addition to the manner provided in Sections 14.1 and 14.2, each Series Supplement may be amended as provided in such Series Supplement.

     Section 14.8. Revocation and Effect of Consents. Until an amendment or waiver becomes effective, a consent to it by a Noteholder of a Note is a continuing consent by the Noteholder and every subsequent Noteholder of a Note or portion of a Note that evidences the same debt as the consenting Noteholder’s Note, even if notation of the consent is not made on any Note. However, any such Noteholder or subsequent Noteholder may revoke the consent as to his Note or portion of a Note if the Trustee receives written notice of revocation before the date the amendment or waiver becomes effective. An amendment or waiver becomes effective in accordance with its terms and thereafter binds every Noteholder. The Issuer may fix a record date for determining which Noteholders must consent to such amendment or waiver.

     Section 14.9. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment or waiver. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment or waiver.

     Section 14.10. The Trustee to Sign Amendments, etc. The Trustee shall sign any Series Supplement authorized pursuant to this Article 14 if the Series Supplement does not adversely affect in any material respect the rights, duties, liabilities or immunities of the Trustee. If any Series Supplement does have such a materially adverse effect, the Trustee may, but need not, sign it. In signing such Series Supplement, the Trustee shall be entitled to receive, if requested, an indemnity reasonably satisfactory to it and to receive and, subject to Section 12.1, shall be fully protected in relying upon, a Cofina Officer’s Certificate and an Opinion of Counsel as conclusive evidence that such Series Supplement is authorized, permitted or not prohibited (as the case may be) by this Indenture and that it will be valid and binding upon the Issuer in accordance with its terms.

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ARTICLE 15.

REDEMPTION AND REFINANCING OF NOTES

     Section 15.1. Redemption and Refinancing. If specified in a Series Supplement, the Notes of any Series are subject to redemption as specified in the related Series Supplement or at the direction of the Servicer pursuant to Section 13.4, on any Settlement Date on which the Issuer exercises its option to refinance or the Servicer exercises its right to purchase the Trust Estate, in each case, for a purchase price equal to the Redemption Price; provided, however, that the Issuer has available funds sufficient to pay the Redemption Price. If the Notes of any Series are to be redeemed pursuant to this Section 15.1, the Issuer shall furnish notice of such election to the Trustee not later than 15 days prior to the Redemption Date and the Issuer shall deposit with the Trustee in the related Settlement Account the Redemption Price of the Notes of such Series to be redeemed whereupon all such redeemed Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 15.2 to each Holder of such Notes.

     Section 15.2. Form of Redemption Notice. Notice of redemption under Section 15.1 shall be given by the Trustee by facsimile or by first-class mail, postage prepaid, transmitted or mailed prior to the applicable Redemption Date to each Holder of Notes of the Series to be redeemed, as of the close of business on the Record Date preceding the applicable Redemption Date, at such Holder’s address appearing in the Note Register.

     All notices of redemption shall state:

     (i) the Redemption Date;

     (ii) the Redemption Price;

     (iii) that the Record Date otherwise applicable to such Redemption Date is not applicable and that payments shall be made only upon presentation and surrender of such Notes and the place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 8.2); and

     (iv) that interest on the Notes shall cease to accrue on the Redemption Date.

     Notice of redemption of the Notes shall be given by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note to be redeemed shall not impair or affect the validity of the redemption of any other Note.

     Section 15.3. Notes Payable on Redemption Date. The Notes of any Series to be redeemed shall, following notice of redemption as required by Section 15.2 (in the case of redemption pursuant to Section 15.1), on the Redemption Date become due and payable at the Redemption Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price.

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ARTICLE 16.

MISCELLANEOUS

     Section 16.1. Compliance Certificates and Opinions, etc. Upon any application or request by the Issuer to the Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Trustee if requested thereby (i) a Cofina Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

     (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

     (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

     (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (iv) a statement as to whether, in the opinion of each such signatory such condition or covenant has been complied with.

     Section 16.2. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of a Responsible Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate of an Responsible Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Sellers or the Issuer, stating that the

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information with respect to such factual matters is in the possession of or known to the Servicer, the Sellers or the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

     Whenever in this Indenture, in connection with any application or certificate or report to the Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article 11.

     Section 16.3. Acts of Noteholders.

          (a) Wherever in this Indenture a provision is made that an action may be taken or a notice, demand or instruction given by Noteholders, such action, notice or instruction may be taken or given by any Noteholder, unless such provision requires a specific percentage of Noteholders. Notwithstanding anything in this Indenture to the contrary, none of the Sellers, the Issuer or any Affiliate of CFA shall have any right to vote with respect to any Note.

          (b) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 12.1) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section.

          (c) The fact and date of the execution by any person of any such instrument or writing may be proved in any customary manner of the Trustee.

          (d) The ownership of Notes shall be proved by the Note Register.

          (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any such Notes shall bind such Noteholder and the Holder of every Note and every subsequent Holder of such Notes issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done

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by the Trustee, the Servicer or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

     Section 16.4. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at, sent by facsimile to, sent by courier at or mailed by registered mail, return receipt requested, to:

          (a) in the case of the Issuer, to 5500 Cenex Drive, St. Paul, Minnesota 55077, Attention: Sharon Barber;

          (b) in the case of the Servicer, to 5500 Cenex Drive, St. Paul, Minnesota 55077, Attention: Sharon Barber;

          (c) in the case of the Trustee, to the Corporate Trust Office;

          (d) in the case of any Enhancement Provider for, or Required Person with respect to, a particular Series, the address, if any, specified in the Series Supplement relating to such Series; and

          (e) in the case of the Rating Agency for a particular Series, the address, if any, specified in the Series Supplement relating to such Series;

or, as to each party, at such other address as shall be designated by such party in a written notice to each other party. Unless otherwise provided with respect to any Series in the related Series Supplement or otherwise expressly provided herein, any notice required or permitted to be mailed to a Noteholder shall be given by first class mail, postage prepaid, at the address of such Noteholder as shown in the Note Register, or with respect to any notice required or permitted to be made to the Holders of Bearer Notes, by publication in the manner provided in the related Series Supplement. If and so long as any Series or Class is listed on the Luxembourg Stock Exchange and such exchange shall so require, any notice to Noteholders shall be published in an authorized newspaper of general circulation in Luxembourg (which maybe the Luxembourger Wort or Zeitung) within the time period prescribed in this Indenture. Any notice so mailed or published, as the case may be, within the time prescribed in this Indenture shall be conclusively presumed to have been duly given, whether or not the Noteholder receives such notice.

     The Issuer or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications; provided, however, the Issuer may not at any time designate more than a total of three (3) addresses to which notices must be sent in order to be effective.

     Any notice (i) given in person shall be deemed delivered on the date of delivery of such notice, (ii) given by first class mail shall be deemed given five (5) days after the date that such notice is mailed, (iii) delivered by telex or telecopier shall be deemed given on the date of delivery of such notice, and (iv) delivered by overnight air courier shall be deemed delivered one Business Day after the date that such notice is delivered to such overnight courier.

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     Notwithstanding any provisions of this Indenture to the contrary, the Trustee shall have no liability based upon or arising from the failure to receive any notice required by or relating to this Indenture or the Notes.

     If the Issuer mails a notice or communication to Noteholders, it shall mail a copy to the Trustee at the same time.

     Section 16.5. Notices to Noteholders: Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at its address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner here in provided shall conclusively be presumed to have been duly given.

     Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

     In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.

     Section 16.6. Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Trustee on behalf of the Issuer may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices, provided that such methods are consented to by the Issuer (which consent shall not be unreasonably withheld). The Trustee will cause payments to be made and notices to be given in accordance with such agreements.

     Section 16.7. [Reserved].

     Section 16.8. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents and Cross-Reference Table are for convenience of reference only, are not to be considered a part hereof, and shall not affect the meaning or construction hereof.

     Section 16.9. Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors.

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     Section 16.10. Separability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Indenture or Notes shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Indenture and shall in no way affect the validity or enforceability of the other provisions of this Indenture or of the Notes or rights of the Holders thereof.

     Section 16.11. Benefits of Indenture. Except as set forth in this Indenture, nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Secured Parties, any benefit or any legal or equitable right, remedy or claim under the Indenture.

     Section 16.12. Legal Holidays. In any case where the date on which any payment is due to any Secured Party shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) any such payment need not be made on such date, but may be made on the next succeeding Business Day and interest shall accrue for the period from and after any such nominal date to the date paid.

     Section 16.13. GOVERNING LAW; JURISDICTION. THIS INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH OF THE PARTIES TO THIS INDENTURE AND EACH SECURED PARTY HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENT THEREOF. EACH OF THE PARTIES AND EACH SECURED PARTY HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

     Section 16.14. Counterparts. This Indenture may be executed in any number of counterparts, and by different parties on separate counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

     Section 16.15. Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Trustee or any other counsel reasonably acceptable to the Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other person secured hereunder or for the enforcement of any right or remedy granted to the Trustee under this Indenture.

109

     Section 16.16. Issuer Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) any Seller, the Servicer or the Trustee or (ii) any partner, owner, incorporator beneficiary, beneficial owner, agent, officer, director, employee, shareholder or agent of the Issuer, any Seller, the Servicer or the Trustee, except (x) as any such Person may have expressly agreed and (y) nothing in this Section shall relieve any Seller or the Servicer from its own obligations under the terms of any Transaction Document. Nothing in this Section 16.16 shall be construed to limit the Trustee from exercising its rights hereunder with respect to the Trust Estate.

     Section 16.17. No Bankruptcy Petition Against the Issuer. Each of the Secured Parties and the Trustee by entering into the Indenture, any Enhancement Agreement, any Series Supplement or any Note Purchase Agreement (as defined in such Series Supplement) and in the case of a Noteholder and Note Owner, by accepting a Note, hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of the latest maturing Note, the termination of the Indenture and payment in full of all other obligations of the Issuer under the Transaction Documents, it will not institute against, or join with any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any of the Transaction Documents. In the event that any such Secured Party or the Trustee takes action in violation of this Section 16.17, the Issuer shall file an answer with the bankruptcy court or otherwise properly contesting the filing of such a petition by any such Secured Party or the Trustee against the Issuer or the commencement of such action and raising the defense that such Secured Party or the Trustee has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 16.17 shall survive the termination of this Indenture, and the resignation or removal of the Trustee. Nothing contained herein shall preclude participation by any Secured Party or the Trustee in the assertion or defense of its claims in any such proceeding involving the Issuer. No obligations of the Issuer under this Indenture or any other Transaction Document shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in the event that amounts are not paid in accordance with the priority of payments set forth in Section 5.4(c). All obligations of the Issuer to the Trustee and the Secured Parties are subject to the priorities of payments set forth in Section 5.4(c).

     Section 16.18. No Joint Venture. Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto and the services of the Servicer shall be rendered as an independent contractor and not as agent for the Trustee.

     Section 16.19. Rule 144A Information. For so long as any of the Notes of any Series or any Class are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer and the Servicer agree to cooperate with each other to provide to any Noteholders of such Series or Class and to any prospective purchaser of Notes designated by such Noteholder upon the request of such Noteholder or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act if at the time of the request the Issuer is not a reporting company under Section 13 or Section 15(d) of the Exchange Act.

110

     Section 16.20. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Trustee, any Secured Party, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

     Section 16.21. Successors and Assigns; Third-Party Beneficiaries. This Indenture will inure to the benefit of and be binding upon the parties hereto, the Secured Parties, and their respective successors and permitted assigns. Except as otherwise provided in this Article 16, no other Person will have any right or obligation hereunder.

     Section 16.22. Merger and Integration. Except as specifically stated otherwise herein, this Indenture sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Indenture.

     Section 16.23. Rules by the Trustee. The Trustee may make reasonable rules for action by or at a meeting of any Secured Parties.

     Section 16.24. Duplicate Originals. The parties may sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture.

     Section 16.25. Waiver of Trial by Jury. To the extent permitted by applicable law, each of the parties hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim arising out of or in connection with this Indenture or the Transaction Documents or any matter arising hereunder or thereunder.

     Section 16.26. Power of Attorney. The Issuer hereby authorizes the Trustee (for the benefit of the Secured Parties) and irrevocably appoints the Trustee (acting on behalf of the Secured Parties) as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Issuer, which appointment is coupled with an interest, to take any and all steps in the name of the Issuer and on behalf of the Issuer necessary or desirable, in the determination of the Trustee to collect any and all amounts or portions thereof due under any and all Receivables or Related Security, including endorsing the name of the Issuer on checks and other instruments representing Collections and enforcing such Receivables, Related Security and the related Loan Documents.

[THIS SPACE LEFT INTENTIONALLY BLANK]

111

     IN WITNESS WHEREOF, the Trustee and the Issuer have caused this Base Indenture to be duly executed by their respective duly authorized officers as of the day and year first written above.

COFINA FUNDING, LLC, as Issuer

By:

Name:

Title:

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:

Name:

Title:

Base Indenture

EXHIBIT A
Form of Release and Reconveyance of Trust Estate

EXHIBIT A
TO BASE INDENTURE
Form of Release and Reconveyance of Trust Estate

RELEASE AND RECONVEYANCE OF TRUST ESTATE

     RELEASE AND RECONVEYANCE OF TRUST ESTATE, dated as of                     , ___, between Cofina Funding, LLC (the “Issuer”) and U.S. Bank National Association, a banking association organized and existing under the laws of the United States of America (the “Trustee”) pursuant to the Base Indenture referred to below.

W I T N E S S E T H:

     WHEREAS, the Issuer and the Trustee are parties to the Base Indenture dated as of August 10, 2005 (hereinafter as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, the “Base Indenture”);

     WHEREAS, pursuant to the Base Indenture, upon the termination of the lien of the Base Indenture pursuant to Section 13.1 of the Base Indenture and after payment of all amounts due under the terms of the Base Indenture on or prior to such termination, the Trustee shall at the request of the Issuer reconvey and release the lien on the Trust Estate;

     WHEREAS, the conditions to termination of the Base Indenture pursuant to Sections 13.1 and 13.6 have been satisfied;

     WHEREAS, the Issuer has requested that the Trustee terminate the lien of the Indenture on the Trust Estate pursuant to Section 13.6; and

     WHEREAS, the Trustee is willing to execute such release and reconveyance subject to the terms and conditions hereof;

     NOW, THEREFORE, the Issuer and the Trustee hereby agree as follows:

     1. Defined Terms. All terms defined in the Base Indenture and used herein shall have such defined meanings when used herein, unless otherwise defined herein.

     2. Release and Reconveyance. (a) The Trustee does hereby release and reconvey to the Issuer, without recourse, representation or warranty, on and after ___, ___(the “Reconveyance Date”) all right, title and interest in the Trust Estate whether then existing or thereafter created, all monies due or to become due with respect thereto (including all accrued interest theretofore posted as Finance Charges) and all proceeds of such Trust Estate, except for amounts, if any, held by the Trustee or any Paying Agent pursuant to Section 13.5(b) of the Base Indenture.

     (b) In connection with such transfer, the Trustee does hereby release the lien of the Indenture on the Trust Estate and agrees, upon the request and at the expense of the Issuer, to sign any necessary or reasonably desirable UCC termination statements in connection therewith.

     3. Counterparts. This Release and Reconveyance may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

     4. Governing Law. THIS RELEASE AND RECONVEYANCE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     IN WITNESS WHEREOF, the undersigned have caused this Release and Reconveyance of Trust Estate to be duly executed and delivered by their respective duly authorized officers on the day and year first above written.

COFINA FUNDING, LLC, as Issuer
By:
	Name:
	Title:

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Name:
	Title:

EXHIBIT B

Form of Obligor Note

EXHIBIT C

Form of Lockbox Account Agreement

See Tab No. 9

EXHIBIT D

Form of Monthly Income Statement

EXHIBIT E

Form of Monthly Balance Sheet

EXHIBIT F

Form of Monthly Statement of Cash Flows

On File with the Servicer

Schedule I

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

     The Issuer hereby represents, warrants, and covenants as follows:

General

     1. The Indenture creates a valid and continuing security interest (as defined in UCC Section 9-102) in the Receivables in favor of the Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer.

     2. The Receivables constitute “accounts,” “general intangibles,” “instruments” or “tangible chattel paper,” within the meaning of UCC Section 9-102.

     3. Each Trust Account (and all subaccounts thereof) constitutes either a deposit account or a securities account.

     4. Each Seller has taken all steps necessary to perfect its security interest against the applicable Obligor in the property securing the Receivables that constitute chattel paper.

Creation

     5. The Issuer owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person, excepting only Permitted Encumbrances.

     6. Each Seller has received all consents and approvals to the sale of the Receivables under the Purchase Agreement or Purchase and Contribution Agreement required by the terms of the Receivables that constitute instruments or payment intangibles.

Perfection:

     7. The Issuer has caused or will have caused, within ten days after the effective date of the Indenture, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the Receivables from each Seller to the Issuer, and the security interest in the Receivables granted to the Trustee hereunder.

     8. With respect to Receivables that constitute an instrument or tangible chattel paper, either:

(i) Such instruments or tangible chattel paper are in the possession of a custodian and the Trustee has received a written acknowledgment from such custodian that such custodian is holding such instruments or tangible chattel paper solely on behalf and for the benefit of the Trustee; or

(ii) A custodian received possession of such instruments or tangible chattel paper after the Trustee received a written acknowledgment from such custodian that such custodian is acting solely as agent of the Trustee; or

(iii) The Seller has in its possession the original copies of such instruments or tangible chattel paper that constitute or evidence the Receivables, and the Issuer has caused, or will have caused within ten days of the effective date of the Purchase Agreement, the filing of financing statements against the Issuer and each Seller in favor of the Trustee in connection herewith describing such Receivables and containing a statement that: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Trustee.”

     9. With respect to each Trust Account (and all subaccounts thereof) that constitute deposit accounts, either:

(i) The Issuer has delivered to the Trustee a fully executed agreement pursuant to which the bank maintaining the deposit accounts has agreed to comply with all instructions originated by the Trustee directing disposition of the funds in the Trust Accounts (and any subaccounts thereof) without further consent by the Issuer; or

(ii) The Issuer has taken all steps necessary to cause the Trustee to become the account holder of the Trust Accounts (and any subaccounts thereof).

     10. With respect to each Trust Account (and all subaccounts thereof) that constitute securities accounts or securities entitlements, either:

(i) The Issuer has delivered to Trustee a fully executed agreement pursuant to which the securities intermediary has agreed to comply with all instructions originated by the Trustee relating to the relevant Trust Account without further consent by the Issuer; or

(ii) The Issuer has taken all steps necessary to cause the securities intermediary to identify in its records the Trustee as the person having a security entitlement against the securities intermediary in each of the relevant Trust Accounts.

Priority

     11. Other than the transfer of the Receivables to the Issuer under the Purchase Agreement, the transfer to Cofina Financial, LLC under the Purchase and Contribution Agreement and the security interest granted to the Trustee pursuant to the Indenture, neither the Issuer nor any Seller has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or any Trust Account (or any subaccount thereof). Neither the Issuer nor the Seller has authorized the filing of, or is aware of any financing statements against the Issuer or the Seller that include a description of collateral covering the Receivables or any Trust Account (or any subaccount thereof) other than any financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated.

     12. Neither the Issuer nor any Seller is aware of any judgment, ERISA or tax lien filings against either the Issuer or any Seller.

Base Indenture

2

     13. None of the instruments or tangible chattel paper that constitute or evidence the Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee.

     14. No Trust Account (nor any subaccount thereof) is in the name of any person other than the Issuer or the Trustee. The Issuer has not consented to the securities intermediary of any Trust Account (or any subaccount thereof) to comply with entitlement orders of any person other than the Trustee.

     15. No Trust Account (nor any subaccount thereof) is in the name of any person other than the Issuer or the Trustee. The Issuer has not consented to the bank maintaining the Trust Accounts to comply with instructions of any person other than the Trustee.

     16. Survival of Perfection Representations. Notwithstanding any other provision of the Indenture or any other Transaction Document, the Perfection Representations contained in this Schedule shall be continuing, and remain in full force and effect (notwithstanding any replacement of the Servicer or termination of Servicer’s rights to act as such) until such time as all Issuer Obligations under the Indenture have been finally and fully paid and performed.

     17. No Waiver. The parties to the Indenture: (i) shall not, without obtaining a confirmation of the then-current rating of the Notes, waive any of the Perfection Representations; and (ii) shall provide the Ratings Agencies with prompt written notice of any breach of the Perfection Representations, and shall not, without obtaining a confirmation of the then-current rating of the Notes (as determined after any adjustment or withdrawal of the ratings following notice of such breach) waive a breach of any of the Perfection Representations.

     18. Servicer to Maintain Perfection and Priority. In order to evidence the interests of the Issuer and the Trustee under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments (other than filing financing statements) as may be necessary or advisable (including such actions as are requested by the Secured Party) to maintain and perfect, as a first-priority interest, the Issuer’s or the Trustee’s ownership or security interest in the Receivables and perfect the Issuer’s or the Trustee’s ownership or security interest in collateral covering the Receivables or any Trust Account (or any subaccount thereof). The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Trustee for the Trustee’s authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect as a first-priority interest the Trustee’s security interest in the Trust Estate. The Trustee’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Issuer, any Seller or the Trustee where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Trustee. The Trustee may require, prior to authorizing or filing any such termination, partial termination, release, partial release or amendment, that Servicer provide an Opinion of Counsel that such filings are authorized under the Transaction Documents.

Base Indenture

3

TABLE OF CONTENTS

	Page
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE		2
Section 1.1. Definitions		2
Section 1.2. Incorporation by Reference of Trust Indenture Act		30
Section 1.3. Cross-References		30
Section 1.4. Accounting and Financial Determinations; No Duplication		30
Section 1.5. Rules of Construction		31
Section 1.6. Other Definitional Provisions		31
ARTICLE 2. THE NOTES		31
Section 2.1. Designation and Terms of Notes		31
Section 2.2. New Series Issuances		32
Section 2.3. [Reserved]		34
Section 2.4. Execution and Authentication		34
Section 2.5. Authenticating Agent		35
Section 2.6. Registration of Transfer and Exchange of Notes		35
Section 2.7. Appointment of Paying Agent		38
Section 2.8. Paying Agent to Hold Money in Trust		39
Section 2.9. Private Placement Legend		40
Section 2.10. Mutilated, Destroyed, Lost or Stolen Notes		41
Section 2.11. Temporary Notes		42
Section 2.12. Persons Deemed Owners		42
Section 2.13. Cancellation		43
Section 2.14. Release of Trust Estate		43
Section 2.15. Payment of Principal and Interest		43
Section 2.16. Book-Entry Notes		44
Section 2.17. Notices to Clearing Agency		46
Section 2.18. Definitive Notes		46
Section 2.19. Global Note; Euro-Note Exchange Date		48
Section 2.20. Tax Treatment		48
ARTICLE 3. [ARTICLE 3 IS RESERVED AND SHALL BE SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES OF VARIABLE FUNDING NOTES]		48

i

TABLE OF CONTENTS
(continued)

	Page
ARTICLE 4. NOTEHOLDER LISTS AND REPORTS		49
Section 4.1. Issuer To Furnish To Trustee Names and Addresses of Noteholders		49
Section 4.2. Preservation of Information; Communications to Noteholders		49
Section 4.3. Reports by Issuer		50
Section 4.4. Reports and Records for the Trustee and Instructions		50
ARTICLE 5. ALLOCATION AND APPLICATION OF COLLECTIONS		50
Section 5.1. Rights of Noteholders		50
Section 5.2. Collection of Money		51
Section 5.3. Establishment of Accounts		51
Section 5.4. Collections and Allocations		54
Section 5.5. Determination of Interest Payments		58
Section 5.6. Determination of Principal Amounts		58
Section 5.7. General Provisions Regarding Accounts		58
Section 5.8. [Reserved]		58
Section 5.9. Release of Trust Estate		58
Section 5.10. Prepayment of Notes		58
ARTICLE 6. [ARTICLE 6 IS RESERVED AND SHALL BE SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES]		59
ARTICLE 7. [ARTICLE 7 IS RESERVED AND SHALL BE SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES]		59
ARTICLE 8. COVENANTS		60
Section 8.1. Payment of Notes		60
Section 8.2. Maintenance of Office or Agency		60
Section 8.3. Money for Payments To Be Held in Trust		60
Section 8.4. Conduct of Business and Maintenance of Existence		60
Section 8.5. Protection of the Trust Estate		61
Section 8.6. Affirmative Covenants of Issuer		61
Section 8.7. Performance of Obligations; Servicing of Receivables		67
Section 8.8. Negative Covenants		68
Section 8.9. Annual Statement as to Compliance		70

ii

TABLE OF CONTENTS
(continued)

	Page
Section 8.10. Investments		71
Section 8.11. Use of Proceeds		71
Section 8.12. Servicer’s Obligations		71
Section 8.13. Guarantees, Loans, Advances and Other Liabilities		71
Section 8.14. Capital Expenditures		71
Section 8.15. Name; Principal Office		71
Section 8.16. Further Instruments and Acts		72
Section 8.17. Income Tax Characterization		72
Section 8.18. Perfection Covenants		72
ARTICLE 9. REPRESENTATIONS AND WARRANTIES OF THE ISSUER		72
Section 9.1. Representations and Warranties of the Issuer		72
ARTICLE 10. EARLY AMORTIZATION EVENTS AND REMEDIES		76
Section 10.1. Early Amortization Events		76
ARTICLE 11. EVENTS OF DEFAULT; REMEDIES		77
Section 11.1. Events of Default		77
Section 11.2. Rights of the Trustee Upon Events of Default		79
Section 11.3. Collection of Indebtedness and Suits for Enforcement by Trustee		80
Section 11.4. Remedies		82
Section 11.5. [Reserved]		83
Section 11.6. Waiver of Past Events		83
Section 11.7. Limitation on Suits		83
Section 11.8. Unconditional Rights of Holders to Receive Payment; Withholding Taxes		84
Section 11.9. Restoration of Rights and Remedies		84
Section 11.10. The Trustee May File Proofs of Claim		84
Section 11.11. Priorities		85
Section 11.12. Undertaking for Costs		85
Section 11.13. Rights and Remedies Cumulative		85
Section 11.14. Delay or Omission Not Waiver		85
Section 11.15. Control by Required Noteholders		85

iii

TABLE OF CONTENTS
(continued)

	Page
Section 11.16. Waiver of Stay or Extension Laws		86
Section 11.17. Action on Notes		86
Section 11.18. Performance and Enforcement of Certain Obligations		86
ARTICLE 12. THE TRUSTEE		86
Section 12.1. Duties of the Trustee		86
Section 12.2. Rights of the Trustee		89
Section 12.3. Trustee Not Liable for Recitals in Notes		91
Section 12.4. Individual Rights of the Trustee		91
Section 12.5. Notice of Defaults		91
Section 12.6. Compensation		91
Section 12.7. Replacement of the Trustee		92
Section 12.8. Successor Trustee by Merger, etc		93
Section 12.9. Eligibility: Disqualification		93
Section 12.10. Appointment of Co-Trustee or Separate Trustee		94
Section 12.11. Reports by Trustee to Holders		95
Section 12.12. Representations and Warranties of Trustee		95
Section 12.13. The Issuer Indemnification of the Trustee		96
Section 12.14. Trustee’s Application for Instructions from the Issuer		96
Section 12.15. Maintenance of Office or Agency		96
ARTICLE 13. DISCHARGE OF INDENTURE		96
Section 13.1. Satisfaction and Discharge of Indenture		96
Section 13.2. Application of Issuer Money		97
Section 13.3. Repayment of Moneys Held by Paying Agent		97
Section 13.4. Cleanup Call		97
Section 13.5. Final Payment with Respect to Any Series		98
Section 13.6. Termination Rights of Issuer		99
ARTICLE 14. AMENDMENTS		99
Section 14.1. Without Consent of the Noteholders		99
Section 14.2. Supplemental Indentures with Consent of Required Noteholders		100

iv

TABLE OF CONTENTS
(continued)

	Page
Section 14.3. Execution of Supplemental Indentures		102
Section 14.4. Effect of Supplemental Indenture		102
Section 14.5. [Reserved]		103
Section 14.6. Reference in Notes to Supplemental Indentures		103
Section 14.7. Series Supplements		103
Section 14.8. Revocation and Effect of Consents		103
Section 14.9. Notation on or Exchange of Notes		103
Section 14.10. The Trustee to Sign Amendments, etc.		103
ARTICLE 15. REDEMPTION AND REFINANCING OF NOTES		104
Section 15.1. Redemption and Refinancing		104
Section 15.2. Form of Redemption Notice		104
Section 15.3. Notes Payable on Redemption Date		104
ARTICLE 16. MISCELLANEOUS		105
Section 16.1. Compliance Certificates and Opinions, etc		105
Section 16.2. Form of Documents Delivered to Trustee		105
Section 16.3. Acts of Noteholders		106
Section 16.4. Notices		107
Section 16.5. Notices to Noteholders: Waiver		108
Section 16.6. Alternate Payment and Notice Provisions		108
Section 16.7. [Reserved]		108
Section 16.8. Effect of Headings and Table of Contents		108
Section 16.9. Successors and Assigns		108
Section 16.10. Separability of Provisions		109
Section 16.11. Benefits of Indenture		109
Section 16.12. Legal Holidays		109
Section 16.13. GOVERNING LAW; JURISDICTION		109
Section 16.14. Counterparts		109
Section 16.15. Recording of Indenture		109
Section 16.16. Issuer Obligation		110
Section 16.17. No Bankruptcy Petition Against the Issuer		110

v

TABLE OF CONTENTS
(continued)

	Page
Section 16.18. No Joint Venture		110
Section 16.19. Rule 144A Information		110
Section 16.20. No Waiver; Cumulative Remedies		111
Section 16.21. Successors and Assigns; Third-Party Beneficiaries		111
Section 16.22. Merger and Integration		111
Section 16.23. Rules by the Trustee		111
Section 16.24. Duplicate Originals		111
Section 16.25. Waiver of Trial by Jury		111
Section 16.26. Power of Attorney		111

     Exhibits:

Exhibit A:          Form of Release Reconveyance of Trust Estate
Exhibit B:          Form of Obligor Note
Exhibit C:          Form of Lockbox Account Agreement
Exhibit D:          Form of Monthly Income Statement
Exhibit E:          Form of Monthly Balance Sheet
Exhibit F:          Form of Monthly Statement of Cash Flows

Schedules:

Schedule I:       Perfection Representations, Warranties and Covenants

vi

EX-10.3

EXECUTION COPY

AMENDMENT NO. 1 TO BASE INDENTURE

THIS AMENDMENT NO. 1 TO BASE INDENTURE, dated as of November 18, 2005 (this “Amendment”), is entered into by and among Cofina Funding, LLC (the “Issuer”), Cofina Financial, LLC (the “Servicer”), Bank Hapoalim B.M. (the “Funding Agent”) and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”). Capitalized terms used but not defined herein have the meanings provided in the Indenture (defined below).

R E C I T A L S

     A. Reference is hereby made to (i) that certain Base Indenture, dated as of August 10, 2005 (the “Base Indenture”), between the Issuer and the Trustee, and that certain Series 2005-A Supplement, dated as of August 10, 2005 (the “Series Supplement” and together with the Base Indenture, the “Indenture”), (ii) that certain Servicing Agreement, dated as of August 10, 2005 (the “Servicing Agreement”), by and among the Issuer, the Servicer and the Trustee, and (iii) that certain Omnibus Amendment and Agreement, dated as of August 30, 2005, among the Issuer, the Servicer, the Guarantor, the Funding Agent and the Trustee.

     B. The parties hereto desire to enter into this Amendment to amend the Indenture as follows:

          1. The definition of “Required Spread Maintenance Reserve Amount” in Section 1.1 of the Indenture is hereby amended and restated in its entirety as follows:

     “Required Spread Maintenance Reserve Amount” means, for each Settlement Period (determined as of the last day of each Monthly Period), an amount equal to the sum of (I) the sum for each Eligible Receivable at such time of the product of (a) the positive excess (if any) of (A) the sum of 1.25% plus the Cost of Carry over (B) the interest rate for such Receivable times (b) the Outstanding Balance of such Loan times (c) the remaining term to maturity of such Loan, expressed in years and (II) the aggregate mark-to-market exposure of the Issuer under all Interest Rate Hedge Agreements at such time as determined no less frequently than on a monthly basis.

          2. The Granting Clause of the Indenture is hereby amended (i) to add “each Hedge Counterparty” immediately after the phrase “the Noteholders, each ‘Indemnified Party’,” therein and (ii) to add “each Interest Rate Hedge Agreement” after the phrase “the Issuer’s rights, powers and benefits, but none of its obligations or burdens, under the Servicing Agreement,” therein.

          3. Section 5.4(c)(i)(2) of the Indenture is hereby amended to change the reference to “Spread Maintenance Reserve Required Amount” to be a reference to “Required Spread Maintenance Reserve Amount”.

          4. Section 5.4(c)(iii)(9) of the Indenture is hereby amended in its entirety to read as follows:

(9) First, to each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all remaining amounts then due and payable under the related Interest Rate Hedge Agreement (after giving effect to clause (5) above), if any, and, second, to a subaccount of the Spread Maintenance Account, an amount equal to the mark-to-market exposure under all Interest Rate Hedge Agreements at such time.

          5. Section 5.3(c) of the Indenture is hereby amended to add a new clause (iv) thereto:

(iv) Any amounts on deposit in the Spread Maintenance Account pursuant to Section 5.4(c)(iii)(9) shall be withdrawn from the Spread Maintenance Account by the Trustee and applied to amounts otherwise payable under Section 5.4(c)(iii)(9) to the extent amounts are not otherwise available therefor in accordance with the priority of payments on the applicable Settlement Date.

          6. Section 5.3(b), Section 5.3(c), Section 5.3(d) and Section 5.3(e) of the Indenture are hereby amended to delete the phrase “in the State of New York or in the city in which the Corporate Trust Office is located,” in each such Section.

          7. Conditions Precedent. This Amendment shall become effective as of the date hereof when the Funding Agent shall have received an original counterpart (or counterparts) of this Amendment, executed and delivered by each of the parties hereto, or other evidence satisfactory to the Funding Agent of the execution and delivery of this Amendment by such parties.

          8. Reaffirmation of Covenants, Representations and Warranties. Upon the effectiveness of this Amendment, each of the Issuer, the Servicer and the Guarantor hereby reaffirms all covenants, representations and warranties made in the Agreements and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment (except for such representations and warranties that are limited by their terms to an earlier date, in which case such representations and warranties shall speak of such date).

          9. Representations and Warranties. Each of the Issuer, the Servicer and the Guarantor hereby represents and warrants that (i) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, and (ii) upon the effectiveness of this Amendment, no Event of Default shall exist under the Agreements.

          10. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreements shall remain in full force and effect. After this Amendment becomes effective, all references in each of the Agreements to “this Agreement”, “hereof”, “herein”, or words of similar effect referring to such Agreement shall be deemed to be references to the applicable Agreement as amended by this Amendment. This Amendment shall

not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreements other than as set forth herein.

          11. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

          12. Governing Law. This Amendment shall be governed by, and construed in accordance with the law of the State of New York (without reference to its conflict of law provisions other than Section 5-1401 of the New York General Obligations Law).

          13. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment, or the Agreements or any provision hereof or thereof.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

COFINA FUNDING, LLC
 

By:  

Name:  

Title:  

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
 

By:  

Name:  

Title:  

ACKNOWLEDGED AND AGREED TO:

COFINA FINANCIAL, LLC
 

By:  

Name:  

Title:  

AMENDMENT NO. 1 TO INDENTURE

BANK HAPOALIM B.M.
 

By:  

Name:  

Title:  

By:  

Name:  

Title:  

AMENDMENT NO. 1 TO INDENTURE

EX-10.4

LOCKBOX AGREEMENT

August 10, 2005

M&I Marshall & Ilsley Bank
651 Nicollet Mall
Minneapolis, MN 55402

     Re: Lockbox Agreement (this “Agreement”)
for Lockbox Number
Lockbox Account Number

Ladies and Gentlemen:

     COFINA FINANCIAL, LLC, a Minnesota limited liability company (“Cofina Financial “), hereby notifies you that in connection with certain transactions involving the operating and term loans of Cofina Financial, Cofina Financial hereby transfers. exclusive ownership and control of its lockbox number (the “Lockbox”) and the corresponding lockbox account number maintained with you (the “Lockbox Account”) to Cofina Funding, LLC (the “Issuer”) (or its assigns or designees). The Issuer further notifies you that in connection with such transactions the Issuer hereby transfers exclusive dominion and control of the Lockbox and the Lockbox Account to U.S. Bank National Association, in its capacity as trustee for and on behalf of certain other secured parties (the “Trustee”). Cofina Financial has agreed to act as initial servicer of such loans for the Issuer and the Trustee (Cofina Financial, or any successor servicer, the “Servicer”). Cofina Financial shall have no ownership of, or rights in, the Lockbox or Lockbox Account or any funds therein.

     In connection with the foregoing, the Issuer and the Trustee hereby jointly instruct you, beginning on the date hereof until you are otherwise notified by the Trustee in writing, (i) to change the name on the Lockbox and the Lockbox Account to “COFINA FUNDING, LLC and U.S. BANK NATIONAL ASSOCIATION, as Trustee for and on behalf of certain secured parties”; (ii) to follow your usual operating procedures for the handling of any checks, except as modified by this Agreement; (iii) to follow your usual procedures in the event the Lockbox, the Lockbox Account or any check should be or become the subject of any writ, levy, order or other similar judicial or regulatory order or process, except as modified by this Agreement; (iv) to collect the monies, checks, instruments and other items of payment mailed to the Lockbox; (v) to maintain the Lockbox Account as a “Deposit Account” (as defined in §9-102 of the Uniform Commercial Code as in effect in the State of Minnesota (the “Applicable UCC’)); (vi) to deposit in the Lockbox Account all such monies, checks, instruments and other items of payment (unless otherwise instructed by the Trustee); and (vii) to transfer all collected and available funds in the Lockbox Account on each business day to account number (the “Collection Account”) maintained by the Trustee at its Corporate Trust Office at its address set forth on Annex A hereto

Lockbox Agreement

or as the Trustee otherwise notifies you, or otherwise in accordance with the instructions of the Trustee. Funds on deposit in the Lockbox Account shall not be withdrawn or transferred to any account other than the Collection Account, absent the written consent of the Trustee. You are hereby further instructed to permit Cofina Financial and the Trustee to obtain upon request any information relating to the Lockbox and the Lockbox Account, including, without limitation, any information regarding the balance or activity of the Lockbox Account.

     Cofina Financial and the Issuer also hereby jointly notify you that notwithstanding anything herein or elsewhere to the contrary, the Trustee, or any party designated in writing by the Trustee, shall be irrevocably entitled to exercise any and all rights in respect of or in connection with the Lockbox and the Lockbox Account, including, without limitation, the right to specify when payments are to be made out of or in connection with the Lockbox and the Lockbox Account. At all times from and after the date hereof, neither Cofina Financial, the Issuer nor any of their respective affiliates shall be given any access to the Lockbox or Lockbox Account absent the written consent of the Trustee.

     The monies, checks, instruments and other items of payment mailed to the Lockbox and the funds deposited into the Lockbox Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Trustee (except that you may set off the face amount of any items (including, without limitation, checks and automated clearinghouse transactions) returned unpaid because of uncollected or insufficient funds in accordance with your customary practices). To the extent that funds in the Lockbox Account are insufficient, Cofina Financial shall pay you for such returned items. All service charges and fees with respect to the Lockbox and Lockbox Account shall continue to be payable by Cofina Financial under the arrangements currently in effect. Cofina Financial hereby authorizes you, without prior notice, from time to time to debit any other account Cofina Financial may have with you for the amount or amounts due you under the two preceding sentences.

     By executing this Agreement, you (a) irrevocably waive and agree not to assert, claim or endeavor to exercise, (b) irrevocably bar and stop yourself from asserting, claiming or exercising, and (c) acknowledge that you have not heretofore received a notice, writ, order or any form of legal process from any other party asserting, claiming or exercising, any right of set-off, banker’s lien, security interest or other purported form of claim with respect to the Lockbox or Lockbox Account or any funds from time to time therein (except for security interests which have been terminated on or prior to the date hereof). You agree to give the Trustee and the Issuer prompt notice if the Lockbox or the Lockbox Account becomes subject to any writ, judgment, warrant of attachment, execution or similar process. Except for your right to payment of your service charges and fees from Cofina Financial and to make deductions for returned items, you shall have no rights in the Lockbox or Lockbox Account or funds therein. To the extent you may ever have such rights, you hereby expressly subordinate all such rights to all rights of the Trustee.

     In addition, as collateral security for the Issuer’s obligations to the Trustee and certain other persons in connection with the transactions referenced in the first paragraph of this Agreement, the Issuer hereby grants to the Trustee (on behalf of certain secured parties) a present and continuing security interest in.(a) the Lockbox and the Lockbox Account, (b) all general intangibles and privileges in respect of the Lockbox or the Lockbox Account, and (c) all cash,

Lockbox Agreement

checks, money orders and other items of value of the Issuer now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise, in the possession or under the control of, or in transit to you or any agent, bailee or custodian thereof in respect of the Lockbox or the Lockbox Account, and all proceeds of the foregoing (collectively, “Receipts”). You acknowledge and agree that (i) the Trustee has “Control” (as defined in §9- 104 of the Applicable UCC) of the Lockbox Account and you are required to comply with the instructions of the Trustee directing disposition of the funds, in the Lockbox Account without further consent by Cofina Financial, the Issuer or any affiliate thereof and (ii) you shall at all times maintain the Lockbox Account as a “Deposit Account” (as defined in §9-102 of the Applicable UCC). The Trustee hereby appoints you as the Trustee’s bailee for the Lockbox, Lockbox Account and all Receipts for the purpose of perfecting the Trustee’s security interest in such collateral, and you hereby accept such appointment and agree to be bound by the terms of this Agreement. The Issuer hereby agrees to such appointment and further agrees that you, on behalf of the Trustee, shall be entitled to exercise, as directed in accordance with the terms of this Agreement, any and all rights which the Trustee may have in connection with the transactions referenced in the first paragraph of this Agreement or under applicable law with respect to the Lockbox, Lockbox Account, all Receipts and all other collateral described in this paragraph.

     You will not be liable to Cofina Financial, the Servicer, the Issuer or the Trustee for any expense, claim, loss, damage or cost (“Damages”) arising out of or relating to your performance under this Agreement other than those Damages which result directly from your acts or omissions constituting negligence. In no event will you be liable for any special, indirect, exemplary or consequential Damages, including but not limited to lost profits.

     Cofina Financial shall indemnify you against, and hold you harmless from, any and all liabilities, claims, costs, expenses and damages of any nature (including but not limited to allocated costs of staff counsel, other reasonable attorneys’ fees and any fees and expenses incurred in enforcing this Agreement) in any way arising out of or relating to disputes or legal actions concerning this Agreement, the Lockbox or the Lockbox Account. Cofina Financial agrees to pay to you, upon receipt of your invoice, all costs, expenses and attorneys’ fees (including allocated costs for in-house legal services) incurred by you in connection with the preparation and administration (including any amendments) and enforcement of this Agreement. This paragraph does not apply to any cost or damage attributable to your negligence or intentional misconduct. Cofina Financial’s obligations under this paragraph shall survive termination of this Agreement.

     Notwithstanding any of the other provisions in this Agreement, in the event of the commencement of a case pursuant to Title 11, United States Code, filed by or against the Issuer, or in the event of the commencement of any similar case under then applicable federal or state law providing for the relief of debtors or the protection of creditors by or against the Issuer, you may act as you deem necessary to comply with all applicable provisions of governing statutes and shall be held harmless from any claim of any of the parties for so doing, provided that you shall not release any funds other than in accordance with (i) this Agreement or (ii) an order of a court of competent jurisdiction.

Lockbox Agreement

     You hereby agree not to institute or join any other person or entity in instituting, any suit pursuant to Title 11, United States Code, or any similar suit or proceeding under then applicable state or federal law providing for the relief of debtors or the protection of creditors, against the Issuer prior to the date which is one year and one day after payment of all obligations of the Issuer to the Trustee (and the parties for which it is acting as trustee) are paid In full. This section shall survive any termination of this Agreement.

     You may terminate this Agreement upon 30 days’ prior written notice to the Issuer and the Trustee. The Trustee may terminate this Agreement upon 30 days’ prior written notice to the Issuer and you. Neither the Issuer nor Cofina Financial may terminate this Agreement, except with the written consent of the Trustee and upon 30 days’ prior written notice to you and the Trustee- Incoming mail addressed to the Lockbox or Lockbox Account (including, without limitation, any direct funds transfer to the Lockbox Account) received after any such termination shall be forwarded in accordance with the Trustee’s instructions.

     You shall not assign or transfer your rights or obligations hereunder without the prior written consent of the Trustee and the Issuer. Cofina Financial shall not assign or transfer its rights and obligations hereunder without your consent and the consent of the Trustee. The Issuer shall not assign or transfer its rights or obligations hereunder without the consent of you and the Trustee. The Trustee may at any time assign its rights and obligations hereunder upon notice to the other parties hereto. Subject to the preceding sentences, this Agreement shall be binding upon each of the parties hereto and their respective successors and assigns, and shall inure to the benefit of, and be enforceable by, the Trustee, each of the other parties hereto and their respective successors and assigns.

     This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and may not be altered, modified or amended in any respect nor, except as set forth in the preceding paragraph, may any right, power or privilege of any party hereunder be waived or released or discharged, except.upon execution by you, the Issuer and the Trustee of a written instrument so providing. The terms and conditions of any agreement between Cofina Financial and/or the Issuer and you (a “Lockbox Service Agreement”) (whether now existing or executed hereafter) with respect to the lockbox arrangements, to the extent not inconsistent with this Agreement, are made part of this Agreement with respect to matters not explicitly covered in this Agreement. In the event that any provision in this Agreement is in conflict with, or inconsistent with, any provision of any such Lockbox Service Agreement, this Agreement will exclusively govern and control. Each party agrees to take all actions reasonably requested by .any other party to carry out the purposes of this Agreement or to preserve and protect the rights of each party hereunder.

     Except as otherwise expressly provided- herein, notice, demand or other communication required or permitted to be given hereunder shall be in writing and may be (a) personally served, (b) sent by courier service, (c) sent by facsimile or electronic mail, or (d) sent by United States mail and shall be deemed to have been given when (a) delivered in person, (b) delivered by courier service, (c) upon. confirmation.by telephone or other electronic means of receipt of the facsimile or electronic mail, or (d) five business days after deposit in the United States mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth on Annex A hereto, or, as to each party, at

Lockbox Agreement

such other address as may be designated by such party in a written notice to the other parties. All notices under this Agreement will be deemed to have been received when actually received or, in the case of personal delivery, delivered.

     This Agreement and the rights and obligations of the parties hereunder will be governed by and construed and interpreted in accordance with the internal laws of the State of New York. The Issuer, the Trustee and you agree that New York is your “jurisdiction” for purposes of §9- 304 of the Applicable UCC. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same agreement. Delivery of an executed counterpart of the signature pages of this Agreement by telecopier or other electronic means shall be equally effective as delivery of a manually executed counterpart.

LockboxAgreement

     Please evidence your agreement to the terms of, and acknowledge receipt of, this Agreement by signing in the space provided below.

Very truly yours,

COFINA FINANCIAL, LLC, individually
and as Servicer

By:

Name:

Title:

COFINA FUNDING, LLC

By:

Name:

Title:

Lockbox Agreement

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:

Name:

Title:

ACKNOWLEDGED AND AGREED TO:

M&I MARSHALL & ILSLEY BANK

By:

Name:

Title:

Cenex Finance Association, Inc.

Cenex Finance Association
5500 Cenex Drive
Inver Grove Heights, MN 55077-1733
Attention: Sharon Barber
Phone: (651) 355-6974
Phone: (651) 451-5477
Fax: (651) 451-4917
slbarber@cfabanking.com

Cofina Financial, LLC

Cofina Financial, LLC
5500 Cenex Drive
Inver Grove Heights, MN 55077-1733
Attention: Sharon Barber
Phone: (651) 355-6974
Phone: (651) 451-5477
Fax: (651) 451-4917
slbarber@cfabanking.com

Cofina Funding, LLC

Cofina Funding, LLC
5500 Cenex Drive
Inver Grove Heights, MN 55077-1733
Attention: Sharon Barber
Phone: (651) 355-6974
Phone: (651) 451-5477
Fax: (651) 451-4917
slbarber@cfabanking.com

U.S. Bank National Association

U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, MN 55107
Attention: Toby Robillard
Tel: (651) 495-3855
Fax: (651) 495-8090
E-Mail: toby.robillard@usbank.com

A-1

M&I Marshall & Ilsley

651 Nicollet Mall
Minneapoli, MN 55401
Attention: Chip Howard
Tel: (612) 904-8588
Fax: (612) 904-8012
E-Mail: chip.howard@micorp.com

A-2

EX-10.5

EXECUTION COPY

PURCHASE AND SALE AGREEMENT

Dated as of August 10, 2005

between

COFINA FUNDING, LLC,
as Purchaser

and

COFINA FINANCIAL, LLC,
as Seller

TABLE OF CONTENTS

	Page
ARTICLE I CERTAIN DEFINITIONS		1
1.01 Definitions		1
1.02 Other Definitional Provisions		1
ARTICLE II PURCHASE AND SALE OF THE CONVEYED PROPERTY		3
2.01 Purchase and Sale of the Purchased Assets		3
2.02 Payment for Purchased Assets		4
2.03 The Closing		5
2.04 Deliveries		5
2.05 No Assumption of Liability		5
2.06 [Reserved]		6
2.07 Settlement as to Specific Receivables and Dilution		6
2.08 Reconveyance of Receivables		6
2.09 Substitution		6
2.10 Purchase Termination Event		7
ARTICLE III REPRESENTATIONS AND WARRANTIES		9
3.01 Representations and Warranties of the Purchaser		9
3.02 Representations and Warranties of the Seller		10
3.03 Representations and Warranties of the Seller Relating to the Agreement and the Receivables		14
ARTICLE IV CONDITIONS		15
4.01 Conditions to Obligation of the Purchaser		15
4.02 Conditions to Obligation of the Seller		16
ARTICLE V COVENANTS OF SELLER		16
5.01 Covenants		16
ARTICLE VI MISCELLANEOUS PROVISIONS		25
6.01 Obligations of Seller		25
6.02 Counterparts		25
6.03 Amendment		25
6.04 Assignment; Third-Party Beneficiaries		25
6.05 No Bankruptcy Petition		25
6.06 No Recourse		25

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TABLE OF CONTENTS
(continued)

	Page
6.07 Waivers		26
6.08 Notices		26
6.09 Costs and Expenses		26
6.10 Survival of Representations		26
6.11 Headings and Cross-Reference		26

SCHEDULE 1	DESIGNATED LOAN AGREEMENTS
SCHEDULE 2	SELLER ORGANIZATIONAL INFORMATION
EXHIBIT A	FORM OF LOCKBOX AGREEMENT
EXHIBIT B	FORM OF MONTHLY FINANCIAL STATEMENTS
EXHIBIT C	FORM OF PURCHASE NOTICE

ii

          PURCHASE AND SALE AGREEMENT (“Agreement”) dated as of August 10, 2005, by and between COFINA FINANCIAL, LLC, a Minnesota limited liability company, the “Seller”) and COFINA FUNDING, LLC, a Delaware limited liability company (the “Purchaser”).

          WHEREAS, the Seller acquires secured loans to farm supply and marketing cooperatives from one or more sellers pursuant to the Purchase and Contribution Agreement (as defined below); and

          WHEREAS, the Seller and the Purchaser wish to set forth the terms pursuant to which the Receivables and certain related property acquired by the Seller under the Purchase and Contribution Agreement may be sold, contributed or otherwise transferred by the Seller to the Purchaser hereunder.

          NOW, THEREFORE, in consideration of the foregoing, other good and valuable consideration, and the mutual terms and covenants contained herein, the parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS.

     1.01 Definitions. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture and, as applicable, the Series Supplement for each Series.

     1.02 Other Definitional Provisions. As used in this Agreement, the following terms shall, unless the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms of the terms defined):

     “Addition Date” shall have the meaning set forth in Section 2.01(b).

     “Additional Designated Loan Agreement” means a loan facility designated by the Seller for addition to Schedule 1 after the Closing Date.

     “Cut-Off Date” means (i) with respect to the Receivables transferred on the Initial Sale Date, the Initial Cut-Off Date and (ii) with respect to all other Receivables, the applicable Subsequent Cut-Off Date.

     “Designated Loan Agreements” means (i) the Initial Designated Loan Agreements and (ii) from and after the applicable Addition Date with respect thereto, each Additional Designated Loan Agreement.

     “Indenture” means the Base Indenture, dated as of the date hereof, between Cofina Funding, LLC, as issuer, and U.S. Bank National Association, as Trustee, together with one or more supplements thereto, as amended, modified or otherwise supplemented from time to time.

     “Initial Cut-Off Date” means the close of business on August 9, 2005.

     “Initial Designated Loan Agreements” means the loan facilities identified on Schedule 1 on the Closing Date.

     “Initial Sale Date” shall have the meaning set forth in Section 2.01(a).

     “Lockbox” means that certain lockbox maintained at M&I Marshall & Ilsley Bank pursuant to a Lockbox Agreement for the purpose of receiving Collections.

     “Lockbox Agreement” means an agreement, in the form of Exhibit A hereto, to which a Lockbox is subject, or any other lockbox agreement acceptable to the Required Persons for each Series.

     “Officer’s Certificate” shall mean a certificate signed by the President or any Vice President or a Treasurer or Assistant Treasurer (or an officer holding an office with equivalent or more senior responsibilities) of the Seller.

     “Opinion of Counsel” shall mean a written opinion of counsel of the Seller in form and substance and from counsel reasonably acceptable to the Required Persons for each Series.

     “Potential Purchase Termination Event” shall mean any occurrence that is, or with notice or lapse of time or both would become, a Purchase Termination Event.

     “Purchase and Contribution Agreement” means the Purchase and Contribution Agreement, dated as of the date hereof, among Cofina Financial, LLC, as purchaser, Cenex Finance Association, Inc., as a seller, and the other Sellers from time to time party thereto, as amended, modified or otherwise supplemented from time to time.

     “Purchase Notice” shall have the meaning set forth in Section 2.01(a).

     “Purchase Price” means, with respect to any acquisition of Purchased Assets from the Seller on any date, an amount equal to the aggregate Receivable Balance of the Receivables included in such Purchased Assets on the date of purchase (subject to adjustment pursuant to Section 2.07).

     “Purchase Termination Date” shall have the meaning set forth in Section 2.10.

     “Purchase Termination Event” shall have the meaning set forth in Section 2.10.

     “Purchased Assets” shall have the meaning set forth in Section 2.01(a).

     “Seller” shall have the meaning set forth in the preamble to this Agreement.

     “Subsequent Cut-Off Date” means, with respect to any Receivable transferred on a date other than the Initial Sale Date, the date of transfer of such Receivable to the Purchaser hereunder.

2

     “Subsequent Transfer Date” shall mean the date (which shall be a Business Day) that any Subsequently Transferred Receivables are transferred by any Seller to the Purchaser hereunder (including, without limitation, any Receivable substituted in accordance with Section 2.09).

     “Subsequently Transferred Receivables” shall mean any Receivables transferred by the Seller to the Purchaser hereunder after the Closing Date.

     “Transfer Date” shall mean each date on which Receivables are transferred hereunder and shall include the Closing Date and each Subsequent Transfer Date.

ARTICLE II

PURCHASE AND SALE OF THE CONVEYED PROPERTY.

     2.01 Purchase and Sale of the Purchased Assets. (a) On the terms and subject to the conditions set forth in this Agreement, and in consideration of the Purchase Price, the Seller hereby agrees to sell, transfer, assign, set over, deliver, contribute and otherwise convey to the Purchaser, without recourse (except as specifically provided herein), and the Purchaser agrees to purchase and otherwise acquire, all of the Seller’s right, title and interest in, to and under:

     (i) each Receivable of the Seller that existed and was owing to the Seller under the Initial Designated Loan Agreements as of the opening of the Seller’s business on the Closing Date (the “Initial Sale Date”);

     (ii) each Receivable of the Seller that existed and was owing to the Seller under each Additional Designated Loan Agreement as of the applicable Addition Date;

     (iii) each Receivable acquired by the Seller (A) under the Initial Designated Loan Agreements from and after the Initial Sale Date to and including the Purchase Termination Date, or (B) under the Additional Designated Loan Agreements from and after the applicable Addition Date to and including the Purchase Termination Date;

     (iv) all Collections due or to become due or received with respect to such Receivables on or after the Initial Sale Date or applicable Addition Date, as applicable;

     (v) all Related Security with respect to the foregoing;

     (vi) the Lockbox, the Lockbox Account and all amounts on deposit therein; and

     (vii) all present and future claims, demands, causes and choses in action and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any and all of the foregoing, including all proceeds of all of the foregoing and the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks,

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deposit accounts, general intangibles, insurance proceeds, investment property, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (all of the foregoing property described in clauses (i) through (vii), the “Purchased Assets”). Each Receivable described in clause (iii) above shall be sold, assigned or otherwise conveyed by the Seller to the Purchaser on the date the Seller receives a purchase notice with respect thereto under the Purchase and Contribution Agreement and on each date the Seller delivers a purchase notice in the form of Exhibit C (each, a “Purchase Notice”) including such Receivables.

     (b) Prior to the Purchase Termination Date, the Seller may, but shall not be obligated to, designate from time to time in its discretion additional loan facilities to be included as Designated Loan Agreements as of an applicable date (the “Addition Date” with respect to such Designated Loan Agreements) by providing written notice, on or before the Business Day prior to the applicable Addition Date, to the Purchaser, the Trustee, and the Servicer that the applicable Additional Designated Loan Agreements will be included as Designated Loan Agreements.

     2.02 Payment for Purchased Assets. (a) The Purchase Price for the initial acquisition of Purchased Assets from the Seller on the Closing Date shall be payable in full by the Purchaser to the Seller, and shall be paid to the Seller in the following manner: (i) the Purchaser shall deliver, in immediately available funds, cash to the extent funds are made available to the Purchaser under the Indenture from the sale of Notes on the Closing Date, (ii) with respect to the remaining balance of the Purchase Price, on the Closing Date, the Seller shall, and hereby does, contribute to the capital of the Purchaser Receivables and Related Security with respect thereto in an amount equal to the excess of the Purchase Price for the initial acquisition of Purchased Assets over the amount of cash delivered by the Purchaser pursuant to clause (i) above, and (iii) the Purchase Price for each acquisition of Purchased Assets by the Purchaser from the Seller after the Closing Date shall be payable as described in Section 2.02(b).

     (b) With respect to any purchase from the Seller hereunder after the Closing Date, the Purchaser shall deliver, in immediately available funds, cash to the extent funds are made available to the Purchaser under the Indenture from the sale of Notes (or the increase in the outstanding principal amount thereof) or funds are otherwise available to the Purchaser in accordance with the terms of the Indenture. To the extent on the date of any purchase hereunder after the Closing Date the Purchase Price has not been paid in full in cash in accordance with the preceding sentence, the Seller shall, and shall be deemed to, contribute Receivables and Related Security with respect thereto to the capital of the Purchaser in an amount equal to the excess of the Purchase Price for the applicable acquisition of Purchased Assets hereunder over the amount of cash delivered by the Purchaser in accordance with the preceding sentence (which contributed Purchased Assets shall be treated as purchased by Purchaser from the Seller for all purposes of this Agreement).

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     2.03 The Closing. The sale and purchase of the initial Purchased Assets hereunder shall take place on the Closing Date, simultaneously with the closings of the Transaction Documents.

     2.04 Deliveries. The Seller (i) has delivered to the Custodian within five (5) Business Days after the Initial Sale Date or within two (2) Business Days after the applicable Addition Date, as applicable, the Custodian File with respect to each Receivable transferred by it to the Purchaser on such date and (ii) has recorded and filed and, in the case of Additional Designated Loan Agreements, shall, prior to the applicable Addition Date, record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) naming the Seller as debtor/transferor and the Purchaser as secured party/purchaser covering the Receivables and Related Security then existing and thereafter created or acquired meeting the requirements of applicable state law in such manner and in such jurisdictions as are reasonably requested by the Purchaser or necessary to perfect the transfer and assignment of the Receivables and Related Security from the Seller to the Purchaser. The Seller shall provide the Custodian with an updated copy of Schedule I hereto concurrently with any update thereto hereunder. The Seller has delivered a file-stamped copy of such financing statements or other evidence of such filings to the Purchaser and the Custodian, and has taken, or shall take, at the Seller’s own expense, all other steps as are necessary under applicable law to perfect such transfers and assignments and has delivered, or shall deliver, confirmation of such steps as are reasonably requested by the Purchaser or the Controlling Party.

          The Seller further covenants and agrees, at its own expense, on or prior to the Closing Date or the applicable Subsequent Transfer Date, as applicable, with respect to the Receivables transferred by it to the Purchaser hereunder, (a) to indicate on its computer files that such Receivables have been conveyed to the Purchaser pursuant to this Agreement and (b) to maintain a true and complete list of all such Receivables specifying for each such Receivable as of the applicable Cut-Off Date its account number and aggregate Receivable Balance attributable thereto.

          It is the express intent of the parties hereto that the transfers of the Purchased Assets by the Seller to the Purchaser, as contemplated by this Agreement, be, and be treated as, sales or contributions and not as secured loans secured by the Purchased Assets. In addition, if for any reason any transfer hereunder is deemed not to be a sale or contribution, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in and to the Purchased Assets transferred or purported to be transferred by it hereunder, including, without limitation, in all Purchased Assets constituting “accounts,” “instruments,” “chattel paper,” “payment intangibles,” “goods,” “investment property,” “deposit accounts,” “supporting obligations” and “letter of credit rights” (as each of such terms is defined in the UCC), and this Agreement shall constitute a security agreement and a grant by the Seller of a security interest in all “accounts,” “instruments,” “chattel paper,” “payment intangibles” (as defined in the UCC) and other property transferred hereunder.

     2.05 No Assumption of Liability. Any sale, transfer, assignment, grant or conveyance of Purchased Assets made hereunder shall not constitute and is not intended to result in an

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assumption by the Purchaser or any of its assigns of any obligation of the Seller (including any commitment to fund loans under any Loan Documents) to the Obligors or any other Person in connection with the Receivables, any Related Security or any agreement, document or instrument related thereto.

     2.06 [Reserved].

     2.07 Settlement as to Specific Receivables and Dilution.

          (a) If, on the day of purchase or contribution of any Receivable from the Seller hereunder, any of the representations or warranties set forth in Section 3.03 made by the Seller is not true with respect to such Receivable or, as a result of any action or inaction of the Seller, on any day any of the representations or warranties set forth in Section 3.03 is no longer true with respect to such Receivable and such representation or warranty is not cured within ten (10) Business Days, then, subject to Section 2.07(c) below, the Seller shall be required to deposit an amount equal to the Outstanding Balance of such Receivable (plus accrued interest thereon) into the Collection Account; provided, that if the Purchaser thereafter receives payment with respect to such Receivable, the Purchaser promptly shall deliver such funds to the Seller.

          (b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is reduced or adjusted as a result of any adjustment made by a Seller or the Servicer (other than as expressly permitted under the Servicing Agreement) or any setoff or dispute between a Seller or the Servicer and an Obligor, then, subject to Section 2.07(c) below, the Seller shall be required to deposit the amount of such reduction into the Collection Account within two (2) Business Days thereof.

          (c) Prior to the occurrence of an Event of Default, Purchase Termination Event or Early Amortization Event, any amount payable by the Seller pursuant to Section 2.07(a) or (b) shall be applied as a credit for the account of the Purchaser against the Purchase Price of Receivables next purchased by the Purchaser from the Seller hereunder; provided, however, if there have been no purchases of Receivables (or insufficiently large purchases of Receivables) to create a Purchase Price sufficient to so apply such credit against within two (2) Business Days, the amount of such credit shall be deposited by the applicable Seller in the Collection Account on such second (2^nd) Business Day; provided, further, the Seller may also satisfy its obligations under this Section 2.07 with respect to a Receivable by substituting a substitute Receivable for such Receivable in accordance with Section 2.09.

     2.08 Reconveyance of Receivables. In the event that the Seller has paid to the Purchaser the full Outstanding Balance (and accrued interest) of any Receivable pursuant to Section 2.07, the Purchaser shall promptly reconvey such Receivable to the Seller, without representation or warranty, but free and clear of all liens created by the Purchaser.

     2.09 Substitution. If no Event of Default, Purchase Termination Event, Servicer Default or Early Amortization Event has occurred, the Seller may substitute, in its discretion, a Receivable for any Receivable (including any Receivable with respect to which the Seller may

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have a settlement obligation under Section 2.07), provided that (i) the cumulative aggregate Receivables Balance of all Receivables substituted pursuant to this Section 2.09 shall not exceed 10.0% of the largest outstanding aggregate Receivable Balance since the Closing Date and (ii) each substitute Receivable meets the following conditions:

     (A) such substitute Receivable is an Eligible Receivable on the date of substitution;

     (B) the Receivable Balance of such substitute Receivable is at least equal to the Receivable Balance of the Receivable being released; and

     (C) after giving effect to such substitution, no Borrowing Base Deficiency exists.

     Each substitute Receivable shall constitute a Subsequently Transferred Receivable hereunder and the Seller shall deliver an updated Schedule I with respect thereto concurrently with the substitution thereof. The Purchaser shall take any and all actions reasonably requested by the Seller, at the expense of the Seller, to assign, without recourse, representation or warranty (except that the transfer is made free of any liens created by, through or under the Purchaser), to the Seller all of the Purchaser’s right, title and interest in and to the Receivable and related assets being reacquired by the Seller in exchange for the substitute Receivables, such assignment being an assignment outright and not for security; and the Seller shall thereupon own such Receivable free of any further obligation to the Purchaser, the Trustee or the Noteholders with respect thereto.

     2.10 Purchase Termination Event. The Seller and the Purchaser hereby covenant and agree that in the event that any of the following has occurred:

     (a) an Event of Default or Early Amortization Event;

     (b) the Seller shall fail to make any payment, transfer or deposit required to be paid or made by it under the terms the Transaction Documents, or, if applicable, shall fail to give instructions or notice to the Trustee to make such payment, transfer or deposit, and, such failure shall remain unremedied for two (2) Business Days after such payment, transfer or deposit was required to be made;

     (c) from and after the date of issuance of the second Series of Notes, the Seller’s Total Capital (as defined under GAAP and including the carrying value of Seller’s equity ownership in the Purchaser) is less than $65,000,000 plus for each fiscal year ending after the date hereof, the aggregate Net Savings not otherwise distributed to shareholders (via cash patronage distributions or stock or patronage capital retirement) (such amounts to be added only after audited financial statements are available and the patronage distribution is established);

     (d) any representation or warranty made or deemed to be made by the Seller, or any of its officers, under or in connection with the Transaction Documents, or any report or other

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information delivered pursuant thereto, shall prove to have been false or incorrect in any material respect when made or deemed to have been made; provided, however, that a Purchase Termination Event pursuant to this Section 2.10(c) shall not be deemed to have occurred hereunder if such Purchase Termination Event is the result of a breach of a representation, warranty, statement or certificate with respect to any Receivable and the Seller has fulfilled its obligations with respect thereto in accordance with Section 2.07 or Section 2.09;

     (e) the Seller shall fail to perform or observe in any material respect any other term, covenant or agreement contained in any of the Transaction Documents on its part to be performed or observed and any such failure shall remain unremedied for ten (10) Business Days after the Seller has, or in the exercise of reasonable diligence should have had, knowledge thereof or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller; provided, that if such failure is capable of being cured and the Seller is using commercially reasonable efforts to cure such failure, a Purchase Termination Event shall not be deemed to have occurred until such failure continues for thirty (30) days;

     (f) (i) failure of the Seller or any of the Affiliates to pay any principal of or premium or interest on any Indebtedness for which the Seller or any of the Affiliates is liable (whether as a primary or secondary party) if the aggregate principal or notional amount of such Indebtedness is at least $1,000,000, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), or the Seller shall otherwise default in its obligations thereunder or a default or an event of default shall occur thereunder and such failure, default or event of default shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness;

     (g) the Purchaser or the Seller or any of its Subsidiaries shall become the subject of any Event of Bankruptcy or voluntarily suspend payment of its obligations; or the Purchaser shall become unable for any reason (other than by reason of a determination by the Seller not to sell Receivables to the Purchaser pursuant to this Agreement) to transfer Receivables and pledge them as part of the Trust Estate; or

     (h) the Pension Benefit Guaranty Corporation or the Internal Revenue Service has filed a Lien against any material portion of the assets of the Seller, or any material portion of such assets have otherwise become subject to a Lien;

(any such event, a “Purchase Termination Event”), the Seller or the Purchaser, as the case may be, shall immediately notify the other party, the Trustee and the Controlling Party of such event and the Purchaser shall have the option to declare, and upon direction of the Controlling Party shall declare, the “Purchase Termination Date” to have occurred as of the date specified in such declaration notice, and upon any such declaration, the Seller shall cease to sell to the Purchaser

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and the Purchaser shall cease to purchase from the Seller any Receivables pursuant to Section 2.01. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence of a Purchase Termination Event of the type described in clause (g) above, the Purchase Termination Date shall occur automatically without any declaration or other action by any party and the Seller shall cease to transfer to the Purchaser and the Purchaser shall cease to acquire from Seller any Receivables pursuant to Section 2.01. The sale and purchase of Receivables pursuant to Section 2.01 may be resumed only upon receipt by the Purchaser of notice and evidence satisfactory to the Purchaser that such Purchase Termination Event has been remedied to the satisfaction of the Purchaser and with the prior written consent of the Controlling Party in its sole discretion.

ARTICLE III

REPRESENTATIONS AND WARRANTIES.

     3.01 Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Seller on the Closing Date and each Transfer Date that:

          (a) Organization and Good Standing. The Purchaser is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the full organizational power and authority to own its property and conduct its business as such properties are presently owned and as such business is presently conducted and to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party.

          (b) Due Qualification. The Purchaser is duly qualified to do business and is in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the purchase of the Purchased Assets in accordance with the Transaction Documents requires such qualification, except where the failure to so qualify or to obtain such licenses or approvals would not have a Material Adverse Effect.

          (c) Due Authorization. The execution, delivery, and performance of this Agreement and each of the other Transaction Documents to which it is a party and the consummation of the transactions contemplated by the Transaction Documents have been duly authorized by the Purchaser by all necessary organizational action on the part of the Purchaser.

          (d) Due Execution and Delivery; Binding Obligation. This Agreement and each of the other Transaction Documents to which it is a party has been duly executed and delivered on behalf of the Purchaser and constitutes the valid, legal and binding obligation of the Purchaser, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights.

          (e) No Violation. The execution and delivery of this Agreement by the Purchaser and the performance by the Purchaser of its obligations under this Agreement and each

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of the other Transaction Documents to which it is a party will not conflict with its organizational documents or conflict with, violate, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any other Requirements of Law applicable to the Purchaser or any contractual restriction contained in any material indenture, loan, credit agreement, lease, security agreement, bond, note, contract, agreement, mortgage, deed of trust, judgment, decree, order or other instrument to which the Purchaser is a party or by which it is bound.

          (f) No Proceedings. No litigation or administrative proceeding is pending or, to the best knowledge of the Purchaser, threatened against the Purchaser before any Official Body: (i) asserting the invalidity of any of the Transaction Documents to which the Purchaser is a party; (ii) seeking to prevent the consummation of any of the transactions contemplated by the Transaction Documents; (iii) seeking any determination or ruling that, in the reasonable judgment of the Purchaser, would adversely affect the performance by the Purchaser of its obligations under the Transaction Documents to which the Purchaser is a party; (iv) seeking any determination or ruling that would adversely affect the validity or enforceability of the Transaction Documents to which the Purchaser is a party; or (v) seeking any determination or ruling that would, if adversely determined, be reasonably likely to have a Material Adverse Effect.

          (g) Governmental and Other Consents. All approvals, authorizations, consents, orders or other actions of, and all registration, qualification, designation, declaration, notice to or filing with, any Person or of any Official Body required in connection with the execution and delivery by the Purchaser of any of the Transaction Documents to which it is a party, the consummation of the transactions contemplated thereby or the performance of and the compliance with the terms thereof, have been obtained, except where the failure to take such action would not have a Material Adverse Effect.

          (h) No Purchase Termination Event. To the Purchaser’s knowledge, no Purchase Termination Event has occurred and is continuing.

     3.02 Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Purchaser on the Closing Date and each Transfer Date that:

          (a) Organization and Good Standing. The Seller is duly organized, validly existing and in good standing under the laws of the State of Minnesota, and has the full organizational power and authority to own its property and conduct its business as such properties are presently owned and as such business is presently conducted and to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party.

          (b) Due Qualification. The Seller is duly qualified to do business and is in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the ownership or lease of its property, conduct of its business or transfer of the Purchased Assets in accordance with the Transaction Documents requires such licensing or qualification, except

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where the failure to so qualify or to obtain such licenses or approvals would not have a Material Adverse Effect.

          (c) Due Authorization. The execution, delivery, and performance of this Agreement and each of the other Transaction Documents to which it is a party and the consummation of the transactions contemplated by the Transaction Documents have been duly authorized by the Seller by all necessary organizational action on the part of the Seller.

          (d) Due Execution and Delivery; Binding Obligation. This Agreement and each of the other Transaction Documents to which it is a party has been duly executed and delivered on behalf of the Seller and constitutes the valid, legal and binding obligation of the Seller, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights.

          (e) No Violation. The execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations under this Agreement and each of the other Transaction Documents to which it is a party will not conflict with its organizational documents or conflict with, violate, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any other Requirements of Law applicable to the Seller or any contractual restriction contained in any material indenture, loan, credit agreement, lease, security agreement, bond, note, contract, agreement, mortgage, deed of trust, judgment, decree, order or other instrument to which the Seller is a party or by which it is bound.

          (f) No Proceedings. No litigation or administrative proceeding is pending or, to the best knowledge of the Seller, threatened against the Seller before any Official Body: (i) asserting the invalidity of any of the Transaction Documents to which the Seller is a party; (ii) seeking to prevent the consummation of any of the transactions contemplated by the Transaction Documents; (iii) seeking any determination or ruling that, in the reasonable judgment of the Seller, would adversely affect the performance by the Seller of its obligations under the Transaction Documents to which the Seller is a party; (iv) seeking any determination or ruling that would adversely affect the validity or enforceability of the Transaction Documents to which the Seller is a party; or (v) seeking any determination or ruling that would, if adversely determined, be reasonably likely to have a Material Adverse Effect.

          (g) Governmental and Other Consents. All approvals, authorizations, consents, orders or other actions of, and all registration, qualification, designation, declaration, notice to or filing with, any Person or of any Official Body required in connection with the execution and delivery by the Seller of any of the Transaction Documents to which it is a party, the consummation of the transactions contemplated thereby or the performance of and the compliance with the terms thereof, have been obtained, except where the failure to take such action would not have a Material Adverse Effect.

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     (h) Protection of Purchaser’s Rights. The Seller has not taken any action which would materially impair, or omitted to take any action necessary to avoid material impairment of, the rights of the Purchaser or the Trustee in the Receivables or Related Security, nor has it taken any action to cause a Receivable to be evidenced by a promissory note or other instrument unless actual possession thereof has been transferred to the Custodian.

     (i) No Purchase Termination Event. No Purchase Termination Event or Potential Purchase Termination Event has occurred and is continuing.

     (j) Margin Regulations. No use of any funds acquired by the Seller under this Agreement will conflict with or contravene any of Regulations T or U promulgated by the Board of Governors of the Federal Reserve System from time to time.

     (k) Accuracy of Information. No factual written information furnished or to be furnished in writing by the Seller, as seller, to the Purchaser, the Trustee or any Notice Person for purposes of or in connection with any Transaction Document or any transaction contemplated hereby or thereby is, and no other such factual written information hereafter furnished (and prepared) by the Seller, as seller, to the Purchaser, the Trustee or any Notice Person pursuant to or in connection with any Transaction Document, taken as a whole, will be inaccurate in any material respect as of the date it was furnished or (except as otherwise disclosed at or prior to such time) as of the date as of which such information is dated or certified, or shall contain any untrue statement of a material fact or omitted or will omit to state any material fact necessary to make such information, in the light of the circumstances under which any statement therein was made, not misleading on the date as of which such information is dated or certified. The information with respect to the Seller provided on Schedule 2 hereto is true, complete and accurate as of the Closing Date and each Transfer Date.

     (l) Offices. The Seller’s principal place of business and chief executive office is located at the address specified for the Seller in Section 6.08, and the offices where the Seller keeps all its books, records and documents evidencing the Receivables, the related Loan Documents and all other agreements related to such Receivables are located at the address set forth under the Seller’s signature hereto.

     (m) Trade Names. The Seller does not use any trade name other than the name set forth on the signature page hereto. From and after the date that fell six years before the date hereof, the Seller has not been known by any legal name or trade name other than its name as of the date hereof, nor has the Seller been the subject of any merger or other corporate reorganization within the last six years.

     (n) Taxes. The Seller has filed all tax returns and reports required by law to have been filed by it and has paid all taxes and governmental charges thereby shown to be owing, except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books.

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          (o) Licenses and Labor Controversies.

               (i) The Seller has not failed to obtain any material licenses, permits, franchises or other governmental authorizations necessary to the ownership of its properties or to the conduct of its business; and

               (ii) There are no labor controversies pending against the Seller that have had (or are reasonably likely to have) a Material Adverse Effect.

          (p) Compliance with Applicable Laws. The Seller is in compliance in all material respects with the requirements of all applicable laws, rules, regulations, and orders of all governmental authorities (including, without limitation, Regulation Z, laws, rules and regulations relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy and all other consumer laws applicable to the Receivables and related Loan Documents).

          (q) Reliance on Separate Legal Identity. The Seller is aware that the Purchaser, the Trustee and the Noteholders are entering into the Transaction Documents to which they are parties in reliance upon the Purchaser’s identity as a legal entity separate from the Seller.

          (r) Purchase Price. The purchase price payable by the Purchaser to the Seller hereunder is intended by the Seller and Purchaser to be consistent with the terms that would be obtained in an arm’s-length sale.

          (s) Perfection Representations. The perfection representations and warranties set forth in paragraphs (2), (4), (6), (7), (8), (11), (12), (13) and (15) of Schedule I of the Indenture shall be a part of this Agreement for all purposes and are hereby made by the Seller with respect to the Purchased Assets transferred by the Seller as of the date hereof and on each Subsequent Transfer Date.

          (t) Credit Manual. The Seller has complied in all material respects with the Credit Manual with regard to each Designated Loan Agreement prior to the transfer hereunder of Receivables arising thereunder.

          (u) Transaction Documents. The Seller has complied in all material respects with all terms, covenants and agreements contained in this Agreement and the other Transaction Documents applicable to it.

          (v) Investment Company Status. The Seller is not, and is not controlled by, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which the Seller is a party will not violate any provision of the Investment Company Act of 1940, as amended, or any rule, regulation or order issued by the Securities and Exchange Commission thereunder.

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          (w) Sale Treatment. The Seller agrees to treat the conveyance of the Receivables and the Purchased Assets for all purposes as a sale or contribution by the Seller to the Purchaser on all relevant books, records, tax returns (other than combined or consolidated tax returns), financial statements and other applicable documents, provided, however, that the foregoing shall not prevent the Purchaser from being included in the consolidated financial statements or tax returns of the Seller pursuant to GAAP or applicable tax laws or regulations.

     3.03 Representations and Warranties of the Seller Relating to the Agreement and the Receivables.

          (a) Representations and Warranties. The Seller hereby represents and warrants to the Purchaser, as of the Closing Date and each Transfer Date, that:

               (i) each representation and warranty contained in Section 3.02 is true and correct as of such Transfer Date, with the same effect as if made on such date (except to the extent it relates solely to an earlier date, in which event it shall be true and correct at and as of such earlier date);

               (ii) as of each Transfer Date, the Designated Loan Agreements identified on Schedule 1 hereto will be an accurate and complete listing of all such Designated Loan Agreements, and the information contained therein with respect to such Designated Loan Agreements is and will be true and correct as of such date;

               (iii) this Agreement constitutes a valid sale, transfer and assignment to the Purchaser of all right, title and interest of the Seller in the Receivables transferred by it to the Purchaser hereunder, together with all Related Security, and any proceeds of the foregoing which, in the case of such Receivables and the Related Security existing on the Closing Date, will be enforceable against the Seller upon execution and delivery of this Agreement and which, in the case of Subsequently Transferred Receivables and the Related Security, will be enforceable against the Seller upon the applicable Subsequent Transfer Date in accordance with Article II;

               (iv) immediately prior to, and after giving effect to, the transfer of the Receivables on such date, (a) the fair saleable value of the assets of the Seller will exceed its liabilities and (b) the Seller will be solvent, will be able to pay its debts generally as they mature, will own property with a fair saleable value greater than the amount required to pay its debts and will have capital sufficient to carry on its business as then constituted;

               (v) each Receivable (together with all Related Security) which is to be sold or contributed to the Purchaser hereunder is or shall be owned by the Seller, free and clear of any Adverse Claim. Whenever the Purchaser makes a purchase or accepts a contribution hereunder, it shall have acquired a valid and perfected ownership interest (free and clear of any Adverse Claim) in the Receivables transferred hereunder by the Seller and in the Related Security with respect thereto;

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               (vi) no effective financing statement or other instrument similar in effect covering the Seller’s interest in any Receivable or any Related Security is on file in any recording office except such as may be filed in favor of the Purchaser or the Seller, as the case may be, in accordance with this Agreement or in favor of the Trustee in accordance with the Indenture;

               (vii) no selection procedures adverse to the Purchaser or the Secured Parties were utilized in selecting the Receivables to be transferred hereunder from those receivables owned by the Seller which met the definition of “Eligible Receivable”;

               (viii) the Receivables File relating to each Receivable transferred hereunder contains all Loan Documents existing with respect to such Receivable and the Custodian File relating to each Receivable transferred hereunder contains the original related Obligor Note, loan agreement, security agreements and any guaranty or letter of credit issued in connection therewith; and

               (ix) pursuant to written notices mailed on or before the relevant Transfer Date, the Obligors have been instructed to make all payments with respect to the Receivables transferred hereunder solely to the Lockbox or the Lockbox Account.

          (b) Eligibility of Receivables. The Seller hereby represents and warrants to the Purchaser with respect to each Receivable transferred by it to the Purchaser hereunder, as of the applicable Transfer Date that (i) such Receivable is an Eligible Receivable, (ii) such Receivable, and each other Receivable previously transferred by it hereunder and then existing is free and clear of any Adverse Claim and has been conveyed to the Purchaser in compliance with all Requirements of Law applicable to the Seller, (iii) with respect to such Receivable, all material consents, approvals or authorizations of any Person or any governmental body or official required to be obtained, effected or given by the Seller in connection with the conveyance of such Receivable to the Purchaser have been duly obtained, effected or given and are in full force and effect and (iv) the representations and warranties set forth in Section 3.03(a) are true and correct in all material respects with respect to such Receivable as if made on such day.

ARTICLE IV

CONDITIONS.

     4.01 Conditions to Obligation of the Purchaser. The obligation of the Purchaser to purchase the Receivables and any other Purchased Assets hereunder is subject to the satisfaction of the following conditions:

          (a) Representations and Warranties True. The representations and warranties of the Seller hereunder shall be true and correct in all material respects on the Closing Date and, in the case of any Subsequently Transferred Receivables, as of the Subsequent Transfer Date, with the same effect as if then made (except to the extent they relate solely to an earlier date in

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which event, it shall be true and correct at and as of such earlier date), and the Seller shall have performed all obligations required to be performed by it hereunder on or prior to such date as of such date.

          (b) Computer Files Marked. In the case of the transfer of the Receivables and any other Purchased Assets on the Closing Date, the Seller shall, at its own expense, on or prior to the Closing Date, and on or prior to the applicable Subsequent Transfer Date, in the case of any Subsequently Transferred Receivables, respectively, indicate in its computer files that the transferred Receivables have been sold to the Purchaser pursuant to this Agreement and, on or prior to each Addition Date, shall deliver to the Purchaser an updated Schedule 1 certified by a Responsible Officer of the Seller to be true, correct and complete at and as of such date.

          (c) Other Transactions. In the case of the transfer of the Receivables and any other Purchased Assets on the Closing Date, the transactions contemplated by the other Transaction Documents shall be consummated on the Closing Date.

          (d) No Purchase Termination Event, Event of Default or Early Amortization Event. No Purchase Termination Event, Event of Default or Early Amortization Event shall have occurred as of the applicable Transfer Date.

     4.02 Conditions to Obligation of the Seller. The obligations of the Seller to sell the Receivables, any Subsequently Transferred Receivables and any other Purchased Assets to the Purchaser are subject to the satisfaction of the following conditions:

          (a) Representations and Warranties True. The representations and warranties of the Purchaser hereunder shall be true and correct in all material respects on the Closing Date and, in the case of any Subsequently Transferred Receivables, as of the Subsequent Transfer Date, with the same effect as if then made, and the Purchaser shall have performed all obligations required to be performed by it hereunder on or prior to such applicable date as of such date.

          (b) Payment of Purchase Price. The Purchaser shall have paid the consideration therefor, if any, required by Article II.

ARTICLE V

COVENANTS OF SELLER.

     5.01 Covenants.

     The Seller agrees with the Purchaser as follows:

          (a) Protection of Right, Title and Interest. The Seller shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Purchaser in and to the

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Receivables and the other Purchased Assets transferred by it to the Purchaser hereunder to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest and perfected ownership and first priority security interest of the Purchaser in and to such property. The Seller shall deliver to the Purchaser file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. In addition to the foregoing, the Seller agrees that following the occurrence of a Purchase Termination Date, at the request of the Purchaser or the Controlling Party, it shall cause notices of the transfer of the Receivables and Related Security pursuant to this Agreement to be sent to the relevant Obligors. The Purchaser shall cooperate fully with the Seller in connection with the obligations set forth above and, at the expense of the Seller, will execute any and all documents reasonably required to fulfill the intent of this Section. The Seller shall not take any action which would impair or omit to take any action necessary to avoid impairment of the rights of the Purchaser or the Trustee in the Receivables or the other Purchased Assets, nor shall it take any action to cause a Receivable to be evidenced by a promissory note or other instrument unless actual possession thereof has been transferred to the Custodian.

     (b) Changes in Name, Identity or Corporate Structure. Not less than fourteen (14) days prior to the date on which the Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-503 or 9-507 of the UCC, the Seller shall give the Purchaser notice of any such change and shall file such financing statements or amendments to previously filed financing or continuation statements as may be necessary to continue the ownership or perfection of the interest of the Purchaser in the Receivables, the Related Security and the other Purchased Assets, and the proceeds of the foregoing.

     (c) Changes in Jurisdiction of Organization or Relocation. The Seller will give the Purchaser, the Trustee and the Controlling Party at least fourteen (14) days’ prior written notice of any change in its jurisdiction of organization, any relocation of any office in which the Seller keeps records concerning the Receivables or of the relocation of the Seller’s principal executive offices and whether, as a result of such relocation, the applicable provisions of the UCC or any other applicable law would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, or the delivery of any notice to any Obligor, and shall, prior to or contemporaneously with the effectiveness of such change, file such financing statements or amendments, or deliver any such notice, as may be necessary to perfect or to continue the ownership or perfection of the interest of the Purchaser in the Receivables and the other Purchased Assets. The Seller will at all times maintain its jurisdiction of organization and its principal executive offices within the United States of America.

     (d) Security Interests. Except for the conveyances hereunder to the Purchaser, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable or Related Security, whether now existing or

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hereafter created, or any interest therein, and the Seller shall defend the right, title and interest of the Purchaser in, to and under the Receivables, the Related Security and the other Purchased Assets transferred by it to the Purchaser hereunder, whether now existing or hereafter created or acquired, against all claims of third parties claiming through or under the Seller; provided, however, that nothing in this Section 5.01(d) shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Receivables transferred by it to the Purchaser hereunder any Permitted Encumbrances.

     (e) Compliance with Loan Documents and Credit Manual. The Seller, at its expense, will timely and fully perform and comply in all material respects with all provisions, covenants and other promises, if any, required to be observed by the Seller under the Receivables, Related Security and related Loan Documents. The Seller shall comply with the policies and procedures in the Credit Manual in regard to each Receivable, except insofar as any failure so to comply or perform would not have a material adverse effect on the interest of the Purchaser in any Receivable or materially impair the collectibility of any Receivable. Subject to compliance with all Requirements of Law, the Seller shall not agree to any change in the terms and provisions of any Loan Documents in any respect unless such change would not have a material adverse effect on the interest of the Purchaser or any of its assigns in any Receivable or impair the collectibility of any Receivable.

     (f) Delivery of Collections. The Seller agrees to direct all Obligors to pay all amounts when due with respect to the Receivables directly to the Collection Account or to the Lockbox or the Lockbox Account for deposit directly into the Collection Account. If any Collections or other amounts with respect to the Receivables are received directly by the Seller, the Seller agrees to hold in trust and deposit such Collections or other amounts directly into the Collection Account not later than one (1) Business Day after identification by the Seller thereof (but in no event later than two (2) Business Days after receipt).

     (g) Notice of Liens. The Seller shall notify the Purchaser immediately upon becoming aware of any Lien on any Receivable or Related Security other than the conveyances hereunder.

     (h) Costs and Expenses. The Seller agrees to pay all reasonable costs and disbursements in connection with the performance of its obligations hereunder and under the other Transaction Documents to which it is a party.

     (i) Financial Reporting. The Seller will maintain a system of accounting established and administered in accordance with GAAP, and furnish to the Trustee and the Notice Persons within ninety (90) days after the close of each of the Seller’s fiscal years, audited financial statements of the Seller, prepared in accordance with GAAP on a consolidated and consolidating basis (consolidating statements need not be audited by such accountants) for the Seller and its Subsidiaries, including balance sheets as of the end of such period, related statements of operations, equity or capital and cash flows, accompanied by an unqualified audit report certified by a firm of nationally recognized independent certified public accountants, prepared in accordance with GAAP and any management letter prepared by said accountants.

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     (j) Compliance with Laws. The Seller will comply in all material respects with all Requirements of Law (including, without limitation, all licensing requirements) to which it or its properties may be subject.

     (k) Keeping of Records and Books of Account. The Seller will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain, all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Seller will give the Purchaser prompt notice of any material change in the administrative and operating procedures of the Seller referred to in the previous sentence.

     (l) Notice of Breach. Upon discovery by the Seller of a breach of any of the representations and warranties set forth in Sections 3.01, 3.02 or 3.03, the Seller shall give prompt written notice to the Purchaser and the Notice Persons.

     (m) Separate Existence. The Seller shall at all times:

     (i) to the extent that it shares the same officers or other employees as the Purchaser, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees;

     (ii) to the extent that it jointly contracts with the Purchaser to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of the Purchaser, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided, and each such entity shall bear its fair share of such costs;

     (iii) enter into all transactions between the Seller and the Purchaser, whether currently existing or hereafter entered into, only on an arm’s-length basis;

     (iv) maintain office space separate from the office space of the Purchaser and, to the extent that the Seller and the Purchaser have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses;

     (v) issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP;

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     (vi) conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’, members’, managers’ and directors’ meetings (as applicable) appropriate to authorize all corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts;

     (vii) not assume or guarantee any of the liabilities of the Purchaser;

     (viii) take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to comply with this Section 8.6(m); and

     (ix) comply with all material assumptions of fact set forth in the opinion with respect to certain bankruptcy matters delivered by Dorsey & Whitney LLP on the date hereof, relating to the Seller, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Purchaser or any other Person.

     (n) Rating Maintenance. For so long as the Notes of any Series are Outstanding, the Seller shall use its best efforts to enable each Rating Agency to maintain its rating of the Notes of each such Series.

     (o) Computer Files. The Seller will mark or cause to be marked each Receivable in its computer files as described in Section 4.01.

     (p) Financial and Other Information. The Seller will provide to each Notice Person and the Trustee the following:

     (i) As soon as available, and in any event not later than the 15th day of the month following each monthly accounting period, a copy of monthly consolidated financial statements in the form of Exhibit B; and

     (ii) promptly, notice of: (1) each action, suit or proceeding before any Governmental Authority which may adversely affect its condition or operations, financial or otherwise; and (2) any dispute or the commencement of any proceeding with respect to any of its obligations under the Transaction Documents.

     (q) Changes to Credit Manual. The Seller shall not amend the Credit Manual in any material respect without the prior written consent of the Required Persons for each Series and prior notice to the Purchaser. The Seller shall provide each Notice Person with a copy of all amendments to the Credit Manual not later than ten (10) days after the effectiveness thereof.

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     (r) Conduct of Business and Maintenance of Existence. At all times from the date hereof to the Indenture Termination Date, the Seller will keep in full effect its existence, rights and franchises as a limited liability company under the laws of its jurisdiction of formation (unless it becomes, or its successor hereunder is or becomes, organized under the laws of any other state or of the United States of America, in which case the Seller will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and any other Transaction Document to which it is a party.

     (s) Compliance with ERISA and Internal Revenue Code. The Seller will comply in all material respects with the provisions of ERISA, the Internal Revenue Code, and all regulations and interpretations thereunder. The Seller will not (a) engage in any prohibited transaction for which an exemption is not available or has not previously been obtained from the United States Department of Labor; (b) permit to exist any accumulated funding deficiency, as defined in Section 302(a) of ERISA and Section 412(a) of the Code, or funding deficiency with respect to any Benefit Plan other than a Multiemployer Plan; (c) fail to make any payments to an Multiemployer Plan or any law pertaining thereto; (d) terminate any Benefit Plan so as to result in any liability; or (e) permit to exist any occurrence of any reportable event described in Title IV of ERISA which represents a material risk of a liability of the Seller under ERISA or the Code.

     (t) No Release. The Seller shall not take any action and shall use its best efforts not to permit any action (other than in its capacity as Servicer in accordance with and to the extent permitted by the Servicing Agreement) to be taken by others that would release any Person from any of such Person’s covenants or obligations under any Loan Documents or other document, instrument or agreement included in the Related Security, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such Loan Document or other document, instrument or agreement.

     (u) Taxes. The Seller will file, or cause to be filed, all federal, state and local tax returns which are required to be filed by it.

     (v) Transaction Documents. The Seller will comply in all material respects with the terms of this Agreement and each of the other Transaction Documents to which it is a party.

     (w) Indemnities by the Seller. (i) Without limiting any other rights which the Purchaser (and its assigns) may have hereunder or under applicable law, the Seller hereby agrees to indemnify the Purchaser (and its assigns), the Secured Parties and their respective officers, directors, agents and employees (each, a “Purchase and Sale Indemnified Party”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Purchase and Sale Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or any other Transaction Document, or arising out of claims asserted against a Purchase and Sale Indemnified Party relating to the transactions contemplated herein or therein or the use of proceeds thereof or therefrom,

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excluding, however, (i) Purchase and Sale Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables. Without limiting the generality of the foregoing, and subject to the exclusions set forth in the preceding sentence, the Seller shall indemnify each Purchase and Sale Indemnified Party for Purchase and Sale Indemnified Amounts relating to or resulting from:

          (A) any representation or warranty made by the Seller or any Responsible Officer of the Seller under this Agreement, any of the other Transaction Documents, any periodic report or any other written information or report delivered by the Seller pursuant to the Transaction Documents, which shall have been false or incorrect in any respect when made or deemed made;

          (B) the failure by the Seller to comply with any Requirements of Law with respect to any Purchased Asset, or the nonconformity of any Purchased Asset with any such applicable Requirements of Law;

          (C) any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Obligor Note not being the legal, valid and binding obligation of the relevant Obligor enforceable against it in accordance with its terms);

          (D) the failure by the Seller to comply with any term, provision or covenant contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties under the Obligor Notes;

          (E) the failure of the Seller to pay when due any taxes, including sales, excise or personal property taxes payable in connection with any of the Receivables;

          (F) the commingling by the Seller of Collections at any time with other funds;

          (G) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds by the Seller or the ownership of any Receivable, Related Security or Obligor Note;

          (H) any failure of the Seller to give reasonably equivalent value to any Person in connection with the purchase by the Seller from such Person of any Receivable or portfolio of Receivables, or any attempt by any Person to void, rescind or set aside any such transfer under statutory provisions or common law or equitable action, including any provision of the Bankruptcy Code;

          (I) any action taken by the Seller in the enforcement or collection of any Receivable;

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          (J) the failure of any Receivable transferred to the Purchaser hereunder on the Closing Date or any Subsequent Transfer Date, as applicable, to be an Eligible Receivable on such date;

          (K) the failure to vest in the Purchaser a valid and enforceable first priority perfected security interest in such Receivables, Related Security and other Purchased Assets in each case, free and clear of any Adverse Claim;

          (L) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the Receivables, Related Security and other Purchased Assets transferred or purported to be transferred hereunder whether at the time of any purchase or at any subsequent time; or

          (M) the failure of the Seller (i) to be in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) to have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) to be in compliance with all terms and conditions of any such permit, license or approval.

     (ii) The Seller will pay and defend, indemnify, and hold harmless the Purchaser (and its assigns) and the Secured Parties from and against any taxes that may at any time be asserted against such Person with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but, not including any taxes asserted with respect to the sale, transfer and assignment of the Receivables or other Purchased Assets to the Purchaser, or federal, state or other income taxes arising out of Collections on the Receivables) and costs and expenses in defending against the same, arising by reason of the acts to be performed by the Seller under this Agreement or imposed against Purchaser and its assigns.

          Indemnification under this Section 5.01(w) shall include reasonable fees and expenses of counsel and expenses of litigation and shall survive termination or revocation of this Agreement. The indemnity obligations hereunder shall be in addition to any obligation that the Seller may otherwise have.

     (x) Merger or Consolidation of, or Assumption of the Obligations of, the Seller. The Seller shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person unless:

          (i) the Required Persons for each Series have consented to such transaction;

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     (ii) the entity formed by such consolidation or into which the Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or the District of Columbia and, if the Seller is not the surviving entity, such corporation (the “Surviving Entity”) shall expressly assume, by an agreement supplemental hereto the performance of every covenant and obligation of the Seller hereunder; and

     (iii) the Seller has delivered to the Purchaser and the Notice Persons an Opinion of Counsel stating that such consolidation, merger, conveyance or transfer comply with this Section 5.01(x) and that all conditions precedent herein provided for relating to such transaction have been complied with (and if an agreement supplemental hereto has been executed as contemplated by clause (i) above, such Opinion of Counsel shall state that such supplemental agreement is a legal, valid and binding obligation of the Surviving Entity enforceable against the Surviving Entity in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles), and the Required Persons for each Series shall have consented thereto, and the Seller has delivered all such other opinions, documents and information and executed, delivered and filed all such UCC financing statements and other documents and agreements as may be requested by the Purchaser and the Notice Persons.

     (y) Furnishing of Information and Inspection of Records. The Seller will furnish to the Purchaser and each Notice Person from time to time such information with respect to the Receivables and the other Purchased Assets as the Purchaser or such Notice Person may reasonably request, including listings identifying the Outstanding Balance attributable to each Receivable of the Seller, together with an aging of such Receivables. The Seller will, at any time and from time to time during regular business hours and upon reasonable notice, permit the Purchaser and each Notice Person, or its agents or representatives, (i) to examine and make copies of and abstracts from all Records and (ii) to visit the offices and properties of the Seller for the purpose of examining such Records, and to discuss matters relating to Receivables or the Seller’s performance hereunder and under the other Transaction Documents to which it is a party with any of the officers or branch managers of the Seller having knowledge of such matters. Upon a Potential Purchase Termination Event or Purchase Termination Event, the Purchaser and each Notice Person may have without notice, immediate access to all Records and the offices and properties of the Seller.

     (z) Further Acts. The Seller agrees to execute and deliver such further documents and do such further acts as the Purchaser or any Notice Person may reasonably request for the purpose of further evidencing, confirming, recording, perfecting or otherwise documenting the transfer of the Receivables and other Purchased Assets.

     (aa) UCS Score. Such Seller shall ensure that the UCS Score assigned to each Receivable transferred by it to the Purchaser hereunder shall reflect the proper UCS Score applicable to such Receivable in accordance with the Credit Manual as then currently in effect.

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     (bb) No Pledges. The Seller shall not pledge or otherwise transfer its direct or indirect ownership interest in the Purchaser.

ARTICLE VI

MISCELLANEOUS PROVISIONS.

     6.01 Obligations of Seller. The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any portion of the Purchased Assets.

     6.02 Counterparts. This Agreement may be executed in two or more counterparts and by different parties on separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

     6.03 Amendment. This Agreement may not be amended or any provision waived except by a written amendment or waiver duly executed by each of the parties hereto and consented to by the Required Persons for each Series.

     6.04 Assignment; Third-Party Beneficiaries. Notwithstanding anything to contrary contained herein, except as expressly provided in Section 5.01(x) and as hereinafter provided, this Agreement may not be assigned by the Seller without the prior written consent of the Required Persons for each Series. Notwithstanding anything to the contrary contained herein, this Agreement may not be assigned by the Purchaser or the Seller except as permitted by this Section 6.04. Simultaneously with the execution and delivery of this Agreement, the Purchaser shall assign all of its right, title and interest herein to the Trustee as agent for the Secured Parties under the Indenture as provided in the Indenture, to which assignment the Seller hereby expressly consents. The Seller agrees to perform its respective obligations hereunder for the benefit of the Trustee, as agent for the Secured Parties, and the Trustee, as agent for the Secured Parties, shall each be an express third party beneficiary hereof. The Trustee, as agent for the Secured Parties, may enforce the provisions of this Agreement, exercise (and be the beneficiary of) the rights of the Purchaser hereunder and enforce the obligations of the Seller hereunder, in each case, as provided in the Indenture.

     6.05 No Bankruptcy Petition. The Seller covenants and agrees that prior to the date which is one year and one day after the Indenture Termination Date, it will not institute against, or join any other Person in instituting against, the Purchaser or any CP Conduit (as defined in the relevant Series Supplement) any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law.

     6.06 No Recourse. Notwithstanding anything else set forth in this Agreement or any other Transaction Document, the Seller agrees that the obligations of the Purchaser to the Seller hereunder and under the other Transaction Documents shall be recourse to the Trust Estate only and specifically shall not be recourse to any other assets of the Purchaser. No obligations of the

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Purchaser hereunder shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Purchaser in the event that amounts are not paid in accordance with the priority of payments set forth in Section 5.4(c) of the Indenture. This Section will survive the termination of this Agreement.

     6.07 Waivers. No failure or delay on the part any Person in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.

     6.08 Notices. All communications and notices pursuant hereto to any party shall be in writing or by facsimile and addressed or delivered to it at its address (or in case of facsimile, at its facsimile number at such address) set forth below or at such other address as may be designated by it by notice to the other party and, if mailed shall be deemed given when mailed or transmitted by facsimile:

          (a) in the case of the Seller, to 5500 Cenex Drive, St. Paul, Minnesota 55077, Attention: Sharon Barber, Facsimile: (651) 451-4917;

          (b) in the case of the Purchaser, to 5500 Cenex Drive, St. Paul, Minnesota 55077, Attention: Sharon Barber, Facsimile: (651) 451-4917.

     6.09 Costs and Expenses. The Seller will pay all expenses incident to the performance of its obligations under this Agreement and all reasonable out-of-pocket costs and expenses of the Purchaser, including fees and expenses of counsel, in connection with the perfection as against third parties of the Purchaser’s right, title and interest in and to the Receivables and the other Purchased Assets transferred to it by the Seller hereunder and the enforcement of any obligation of the Seller hereunder.

     6.10 Survival of Representations. The respective agreements, representations, warranties and other statements by the Seller and the Purchaser set forth in or made pursuant to this Agreement shall remain in full force and effect and will survive the sale, transfer and assignment of any Receivable or other Purchased Assets hereunder and the grant of a security interest therein to the Trustee by the Purchaser under the Indenture.

     6.11 Headings and Cross-Reference. The various headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. References in this Agreement to Section names or numbers are to such Sections of this Agreement.

     6.12 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH OF THE PARTIES TO

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THIS AGREEMENT HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENT THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first above written.

COFINA FINANCIAL, LLC, as Seller
By:
	Name:
	Title:

COFINA FUNDING, LLC, as Purchaser
By:
	Name:
	Title:

Purchase and Sale Agreement

SCHEDULE 1

DESIGNATED LOAN AGREEMENTS

SCHEDULE 2

SELLER ORGANIZATIONAL INFORMATION

			Identification No. for
		Jurisdiction of	Jurisdiction of
Entity Legal Name	Entity Type	Organization	Organization
Cofina Financial, LLC	Limited Liability Company	Minnesota

EXHIBIT A

(FORM OF LOCKBOX AGREEMENT)

EXHIBIT B

(FORM OF MONTHLY FINANCIAL STATEMENTS)

EXHIBIT C

(FORM OF PURCHASE NOTICE)

Date: [___________] [__], 200[_]

Cofina Funding, LLC
5500 Cenex Drive
St. Paul, Minnesota 55077
Attention: Sharon Barber

U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attn: Structured Finance/Cofina Funding, LLC

Bank Hapoalim
1777 Avenue of the Americas
New York, New York 10036
Attn: Brian W. James

RE: Purchase Notice

Ladies and Gentlemen:

     Reference is made to that certain Purchase and Sale Agreement, dated as of August 10, 2005 (such agreement as amended, modified, supplemented or restated from time to time, the “Agreement”), by and between Cofina Financial, LLC (the “Seller”) and Cofina Funding, LLC (the “Purchaser”). The undersigned the Seller hereby gives notice pursuant to Section 2.01(a)(vii) of the Agreement, that effective as of [___] [___], 200[_] (the “Cut-Off Date”), it is transferring the Receivables listed on Schedule I hereto to the Purchaser. Seller hereby represents and warrants that, for each such Receivable, as of the applicable Cut-Off Date, its account number and aggregate Receivable Balance are accurately reflected on Schedule I.

COFINA FINANCIAL, LLC
 

By:  

Name: 

Title: 

Schedule I to Purchase Notice

(List of Receivables)

EX-10.6

EXECUTION COPY

COFINA FUNDING, LLC,

as Issuer

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

and

U.S. BANK NATIONAL ASSOCIATION,
as Custodian

CUSTODIAN AGREEMENT

August 10, 2005

TABLE OF CONTENTS

	Page
Section 1. Definitions		1
Section 2. Delivery of this Agreement; Delivery of the Files		2
Section 3. Initial Trust Receipt and Certificate Delivered by the Custodian		3
Section 4. Obligations of the Custodian		3
Section 5. Final Trust Receipt and Certificate Delivered by the Custodian		3
Section 6. Future Defects		4
Section 7. Release for Servicing		4
Section 8. Release for Payment		4
Section 9. Fees of Custodian		4
Section 10. Control by Trustee		5
Section 11. Transfer of Files Upon Termination		5
Section 12. Examination of Files		5
Section 13. Insurance of Custodian		5
Section 14. Counterparts		5
Section 15. Periodic Statements		5
Section 16. GOVERNING LAW		6
Section 17. Copies of Documents		6
Section 18. No Adverse Interest of Custodian		6
Section 19. Termination by Custodian		6
Section 20. Term of Agreement		6
Section 21. Notices		7
Section 22. Successors and Assigns		7
Section 23. Limitation on Liability		7
Section 24. Indemnification of Custodian		7
Section 25. Custodian Obligations Regarding Genuineness of Documents		8
Section 26. Shipment of Documents		8
Section 27. Authorized Representatives		8
Section 28. Reproduction of Documents		9
Section 29. Custodial File		9

i

EXHIBITS

EXHIBIT 1	FORM OF INITIAL TRUST RECEIPT
EXHIBIT 2	FORM OF FINAL TRUST RECEIPT
EXHIBIT 3	FORM OF REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
EXHIBIT 4	AUTHORIZED REPRESENTATIVES
EXHIBIT 5	FORM OF NOTE TRANSFER POWER
EXHIBIT 6	RECEIVABLE SCHEDULE
EXHIBIT 7	RESERVED
EXHIBIT 8	FORM OF CUSTODIAL DELIVERY CONFIRMATION
EXHIBIT 9	NOTICE ADDRESSES

          THIS CUSTODIAN AGREEMENT, dated as of August 10, 2005, by and between Cofina Funding, LLC (the “Issuer”), U.S. Bank National Association, not in its individual capacity but solely as trustee (the “Trustee”), and U.S. Bank National Association, as custodian (the “Custodian”).

WITNESSETH:

          WHEREAS, the Issuer has entered into a Purchase and Sale Agreement pursuant to which it shall purchase from time to time certain operating and term loans from Cofina Financial, LLC (each a “Receivable”) and Cofina Financial, LLC, as Servicer, has agreed to service such Receivables pursuant to the Servicing Agreement (defined below).

          WHEREAS, pursuant to the Base Indenture (defined below), the Issuer has pledged to the Trustee, on behalf of the Secured Parties, all of its rights in the Trust Estate (defined below), including its rights in the Receivables, the Obligor Notes (defined below), and related documents.

          WHEREAS, the Issuer, the Secured Parties and the Trustee desire to have the Custodian take possession of the Custodian Files (as defined below), as the custodian of the Trustee (on behalf of the Secured Parties), in accordance with the terms and conditions hereof.

          NOW, THEREFORE, in consideration of the mutual undertakings herein expressed, the parties hereto hereby agree as follows:

     Section 1. Definitions.

          Capitalized terms used but not defined herein shall have the meanings assigned to them in that certain Base Indenture, between the Issuer and the Trustee, dated the date hereof, as amended, restated, modified or supplemented from time to time (the “Base Indenture”).

          Agreement: This Custodian Agreement and all amendments and attachments hereto and supplements hereof.

          Authorized Representative: With respect to the Custodian, Issuer, Servicer and Trustee those persons identified on Exhibit 4 hereto, as such list may be modified by subsequent written notices to the parties hereto.

          Closing Date: With respect to each Receivable, the date on which such Receivable is purchased or otherwise acquired by the Issuer.

          Custodial Delivery Confirmation: The form executed by the Issuer and the Custodian in connection with the initial delivery of Receivables to the Custodian pursuant to this Agreement, a form of which is attached as Exhibit 8 hereto.

          Custodial File: Has the meaning provided in the Purchase and Contribution Agreement.

          Custodian: U.S. Bank National Association and any successor thereto as Custodian under this Agreement as herein provided.

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          File: Has the meaning provided in Section 2 of this Agreement.

          Final Trust Receipt and Certificate: A final trust receipt as to each Receivable, which Final Trust Receipt is delivered to the Issuer, the Servicer and the Trustee by the Custodian in accordance with Section 5 hereof and in the form attached as Exhibit 2 hereto.

          Initial Trust Receipt and Certificate: An initial trust receipt as to each Receivable, which Initial Trust Receipt is delivered to the Issuer, the Servicer and the Trustee by the Custodian in accordance with Section 3 hereof and in the form attached as Exhibit 1 hereto.

          Person: Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof.

          Receivable Schedule: The schedule of Receivables annexed as Exhibit 6 hereto, as amended or supplemented from time to time in accordance with the terms of this Agreement.

          Servicer: Cofina Financial, LLC and any successor thereto as Servicer under the Servicing Agreement.

          Servicing Agreement: The Servicing Agreement, dated as of the date hereof, among the Issuer, the Servicer, and the Trustee, as the same may be amended or supplemented from time to time in accordance with the Transaction Documents.

          Trustee: U.S. Bank National Association and any successor thereto as “Trustee” in accordance with the terms of the Base Indenture.

     Section 2. Delivery of this Agreement; Delivery of the Files.

          Within two (2) Business Days following each Closing Date, the Issuer shall deliver or cause to be delivered to the Custodian a Custodial Delivery Confirmation with respect to the related Receivables. Upon execution of each Custodial Delivery Confirmation, the Receivables Schedule attached as Exhibit 6 hereto shall be deemed automatically amended to include the Receivables identified in such confirmation.

          Within two (2) Business Days following each Closing Date, the Issuer shall deliver or cause to be delivered and released to the Custodian the Custodial File pertaining to each of the Receivables identified in the Receivables Schedule annexed hereto or as updated pursuant to this Section 2, including but not limited to: (i) a schedule of each item or document in the Custodial File, (ii) the original executed Obligor Note, duly indorsed in blank with note transfer powers in the form attached hereto as Exhibit 5, (iii) each loan agreement, security agreement, guaranty and letter of credit executed in connection therewith or related thereto, and (iv) acknowledgment copies of applicable UCC filings against the related Obligor with respect to such Receivable.

          From time to time, the Issuer shall forward or cause to be forwarded to the Custodian additional original documents with respect to the Receivables identified on the Receivables Schedule in accordance with the terms of the Servicing Agreement, including all additional documents evidencing an assumption, modification, consolidation or extension of a Receivable.

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All such Receivable documents held by the Custodian as to each Receivable shall constitute the “File” with respect to such Receivable.

     Section 3. Initial Trust Receipt and Certificate Delivered by the Custodian.

          Within 5 Business Days of each Closing Date, the Custodian shall deliver to the Issuer, the Servicer and the Trustee an Initial Trust Receipt and Certificate in the form of Exhibit 1 hereof, wherein the Custodian shall state that a File is in its possession with respect to each Receivable listed in the related Receivable Schedule (other than any Receivable specifically identified on the exception report attached to such certificate) and (i) that the related Obligor Note is in its possession and is an original; and (ii) that each such Obligor Note has been endorsed as provided in Section 2 of this Agreement. The Custodian makes no representations as to (i) the validity, legality, enforceability, recordability or genuineness of any documents contained in any Files, or (ii) the collectability, insurability, effectiveness or suitability of any Receivable. The Custodian shall not be required to conduct an independent review of any File other than as specifically outlined in this Agreement.

     Section 4. Obligations of the Custodian.

          With respect to each File which is delivered to the Custodian or which comes into the possession of the Custodian, the Custodian shall be the custodian of such File for the exclusive benefit of the Trustee (on behalf of the Secured Parties). The Custodian shall hold all Files for the exclusive use and benefit of the Trustee (on behalf of the Secured Parties) and shall clearly identify such files as such, including taking all such actions necessary to identify and clearly record on its files all such Files as being held for the benefit of the Trustee (on behalf of the Secured Parties) under the Transaction Documents. The Custodian shall separate the Files from any other instruments and files in its records and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Trustee. The Custodian shall segregate and maintain continuous custody of all documents constituting the Files in secure and fire resistant facilities in accordance with customary standards for such custody.

     Section 5. Final Trust Receipt and Certificate Delivered by the Custodian.

          Within 10 Business Days after each Closing Date, the Custodian shall ascertain that all documents required to be delivered to it are in its possession (based solely on the schedule delivered pursuant to Section 2), and shall deliver to the Issuer, the Servicer and the Trustee, a Final Trust Receipt and Certificate to the effect that, as to each Receivable listed in the Receivables Schedule (other than any Receivable specifically identified on the exception report attached to such certificate): (i) all documents required to be delivered to it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Receivable; and (iii) based on its examination and only as to the foregoing documents, the information set forth in the Receivables Schedule with respect to such Receivable is correct. The Custodian makes no representations as to (i) the validity, legality, enforceability, recordability or genuineness of any of the documents contained in any Files, or (ii) the collectability, insurability, effectiveness or suitability of any Receivable. The Custodian shall not be required to conduct an independent review of any File other than as specifically outlined in this Agreement.

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          Following the delivery of each Final Trust Receipt and Certificate, the Custodian shall provide to the Issuer, the Servicer and the Trustee, no less frequently than monthly, updated exception reports indicating the then current status of exceptions, until all such exceptions have been eliminated.

     Section 6. Future Defects.

          During the term of this Agreement, if the Custodian discovers any defect with respect to any File, the Custodian shall give telephonic notice of such defect to the Issuer, the Servicer and the Trustee and add the related document to the monthly exceptions report delivered pursuant to Section 5.

     Section 7. Release for Servicing.

          From time to time and as appropriate for the foreclosure or servicing of any of the Receivables, the Custodian is hereby authorized, upon receipt from the Servicer of a request for release of documents and receipt in the form annexed hereto as Exhibit 3 (a “Request for Release”) to release the related File to the Servicer. All Files so released to the Servicer shall be held by the Servicer in trust for the benefit of the Trustee (on behalf of the Secured Parties) in accordance with the Transaction Documents. The Servicer shall return to the Custodian the File when the Servicer’s need therefor in connection with such foreclosure or servicing no longer exists, unless the Receivable shall be liquidated, in which case, upon receipt of an additional Request for Release certifying such liquidation from the Servicer, the Servicer’s Request and Release submitted pursuant to the first sentence of this Section 7 shall be released by the Custodian to the Servicer.

          Notwithstanding the foregoing, at no time shall the Custodian release to the Servicer pursuant to this Section 7 a quantity of Files in excess of 10% of the total number of Files, excluding Files relating to Receivables for which a Request for Release has been received by the Custodian because such Receivable has been paid in full, become liquidated or otherwise released from the Base Indenture and related Series Supplement.

     Section 8. Release for Payment.

          Upon the payment in full of any Receivable, and upon receipt by the Custodian of a Request for Release which shall include a statement to the effect that all amounts received in connection with such payment have been remitted to the Issuer (or it designee) or credited to the Collection Account established with respect to the Receivables), the Custodian shall promptly release the related File to the Servicer. The method of such release will be by Federal Express for overnight delivery, unless otherwise specified by the Servicer.

     Section 9. Fees of Custodian.

          The Custodian shall charge such fees for its services under this Agreement as are set forth in a separate agreement between the Custodian and the Issuer, the payment of which fees, together with the Custodian’s expenses in connection herewith, shall be solely the obligation of the Issuer. In connection with any termination of this Agreement, the Custodian shall be entitled

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to refrain from transferring or releasing Files then held hereunder for the Issuer until such time as the Issuer pays to the Custodian any due and unpaid fees or expenses of the Custodian.

     Section 10. Control by Trustee.

          The Required Persons may from time to time require the Custodian to complete the endorsements on any Obligor Notes in its possession. In addition, upon the appointment of any successor “Trustee” under the Indenture, the Custodian shall promptly transfer to any successor custodian appointed by such successor Trustee all Files held by it hereunder. In the event of any appointment of a successor custodian by the Trustee, the Issuer shall be responsible for the fees of the successor custodian hereunder. No removal of the Custodian shall be effective until the appointment and acceptance of such appointment by a successor.

     Section 11. Transfer of Files Upon Termination.

          If the Custodian is notified by the Trustee that the Indenture has been terminated as to any or all of the Receivables, upon written request of the Trustee, the Custodian shall release to such Persons as the Trustee shall designate the Files relating to such Receivables.

     Section 12. Examination of Files.

          Upon reasonable prior notice to the Custodian, the Issuer, the Servicer, the Trustee and the Required Persons and their agents, accountants, attorneys, auditors and prospective purchasers will be permitted during normal business hours to examine the Files, documents, records and other papers in the possession of or under the control of the Custodian relating to any or all of the Receivables.

     Section 13. Insurance of Custodian.

          At its own expense, the Custodian shall maintain at all times during the existence of this Agreement and keep in full force and effect fidelity insurance, theft of documents insurance, forgery insurance and errors and omissions insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, all as is customary for insurance typically maintained by banks which act as Custodian. A certificate of the respective insurer as to each such policy, with a copy of such policy attached, shall be furnished to the Required Persons, upon request.

     Section 14. Counterparts.

          For the purpose of facilitating the execution of this Agreement as herein provided, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute and be one and the same instrument.

     Section 15. Periodic Statements.

          Upon the request of the Issuer, the Servicer, the Trustee or any Required Person, the Custodian shall provide to such person a list of all the Receivables for which the Custodian holds

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a File pursuant to this Agreement. Such list may be in the form of a copy of the Receivables Schedule with manual deletions to specifically denote any Receivables paid off or repurchased since the date of this Agreement.

     Section 16. GOVERNING LAW.

          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

     Section 17. Copies of Documents.

          Upon the request of the Issuer, the Servicer, the Trustee or any Required Person and at the cost and expense of the Issuer, the Custodian shall provide such person with copies of the documentation in the Files.

     Section 18. No Adverse Interest of Custodian.

          By execution of this Agreement, the Custodian represents and warrants that it currently holds, and during the existence of this Agreement it shall hold, no adverse interest, by way of security or otherwise, in any Receivable or File, and hereby waives and releases any such interest which it may have in any Receivable or File as of the date hereof.

     Section 19. Termination by Custodian.

          The Custodian may terminate its obligations under this Agreement upon at least 90 days’ notice to the Trustee, the Required Persons, the Servicer and the Issuer. In the event of such termination, the Issuer shall appoint a successor Custodian acceptable to the Required Persons; provided that: (i) no such resignation of the Custodian will become effective until the acceptance of appointment by a successor Custodian, and (ii) if no successor or replacement Custodian has been appointed and accepted such appointment in accordance with the terms of this Agreement within 90 days of the written notice of resignation from the Custodian, the Custodian may petition a court of competent jurisdiction for the appointment of an appropriately qualified successor. The payment of such successor Custodian’s ongoing fees and expenses with respect to each Receivable shall be solely the responsibility of the Issuer; provided, however, that if the Custodian terminates its obligations pursuant to this Section 19 within 365 days from the date hereof, any initial set up or certification costs of such successor Custodian shall be the responsibility of the Custodian. Upon such appointment, the Custodian shall promptly transfer to the successor Custodian, as directed, all Files being administered under this Agreement.

     Section 20. Term of Agreement.

          Unless terminated pursuant to Section 11 or Section 19 hereof, this Agreement shall terminate upon the final payment or other liquidation of the last Receivable or the disposition of all property acquired upon liquidation of any Receivable, and the final remittance of all funds due the Issuer under the Transaction Documents. In such event all documents remaining in the Files shall be released in accordance with the written instructions of the Trustee.

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     Section 21. Notices.

          All demands, notices and communications hereunder shall be in writing, executed by an Authorized Representative and shall be deemed to have been duly given when received by the recipient party at the address shown on Exhibit 9 the hereof, or at such other addresses as may hereafter be furnished to the other parties. Any such demand, notice or communication hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt).

     Section 22. Successors and Assigns.

          This Agreement shall inure to the benefit of the Secured Parties and the successors and assigns (as permitted by this Agreement) of each of the parties hereto.

     Section 23. Limitation on Liability.

          (a) The Custodian shall be responsible only for its specific functions and duties described herein. Neither the Custodian nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodian Agreement, except for its or their own negligence, lack of good faith or willful misconduct. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages.

          (b) The Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law.

          (c) The Custodian may consult with counsel reasonably satisfactory to it and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.

          (d) The Custodian shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of its rights or powers, if the Custodian believes that repayment of such funds (repaid in accordance with the terms of this Agreement) or adequate indemnity against such risk or liability is not reasonably assured to it.

     Section 24. Indemnification of Custodian.

          The Issuer agrees to indemnify and hold the Custodian and its directors, officers, agents and employees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Custodian Agreement or any action taken or

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not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian because of the breach by the Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The foregoing indemnification shall survive any termination of this Custodian Agreement.

     Section 25. Custodian Obligations Regarding Genuineness of Documents.

          In the absence of gross negligence or bad faith on the part of Custodian, Custodian may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, upon any request, instructions, certificate, opinion or other document furnished to Custodian, reasonably believed by Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Custodian Agreement, but in the case of any loan document or other request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Custodian Agreement.

     Section 26. Shipment of Documents.

          Written instructions as to the method of shipment and shipper(s) the Custodian is directed to utilize in connection with transmission of File documents in the performance of the Custodian’s duties hereunder shall be delivered by the requesting party to the Custodian prior to any shipment of any File documents hereunder. The Issuer will arrange for the provision of such services at its sole cost and expense (or, at Custodian’s option, reimburse Custodian for all costs and expenses incurred by Custodian consistent with such instructions) and will maintain such insurance against loss or damage of files and loan documents during such shipment as the Issuer deems appropriate. Without limiting the generality of the provisions of Section 24 above, it is expressly agreed that in no event shall Custodian have any liability for any losses or damages to any person, arising out of the use of shipping methods or shippers specified pursuant to written instructions given by the Issuer, the Servicer, the Trustee or the Required Persons.

     Section 27. Authorized Representatives.

          Each individual designated as an authorized representative of the Custodian, the Issuer, the Servicer and the Trustee is set forth on Exhibit 4 hereto (each, an “Authorized Representative”), and is authorized to give and receive notices, requests and instructions and to deliver certificates and documents in connection with the Custodian Agreement.

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     Section 28. Reproduction of Documents.

          This Custodian Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications which may hereafter be executed, and (b) certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

     Section 29. Custodial File.

          In the event the Issuer, the Servicer or the Custodian shall be served by a third party with any type of levy, attachment, writ or garnishment with respect to any Receivable, or in the event a third party shall institute any court proceeding by which any document in the Custodial File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party which received such service shall immediately deliver or cause to be delivered to the other parties hereto copies of all court papers, orders, documents and other materials concerning such proceedings. In such event, the Custodian shall continue to hold and maintain all documents in the Custodian File received by it pursuant to the provisions of this Agreement pending an order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of documents in the Custodian File held by it as directed by such determination or, if no such determination is made, in accordance with the provisions of this Agreement.

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          IN WITNESS WHEREOF, the Issuer, the Trustee and the Custodian have caused their names to be duly signed hereto by their respective officers thereunto duly authorized, all as of the date first above written.

COFINA FUNDING, LLC, as Issuer
By:
	Name:
	Title:

Custodian Agreement

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Name:
	Title:

Custodian Agreement

U.S. BANK NATIONAL ASSOCIATION, as Custodian
By:
	Name:
	Title:

Custodian Agreement

EXHIBIT 1

FORM OF INITIAL TRUST RECEIPT AND CERTIFICATE

[Date]

Number of Receivables:

Aggregate Outstanding Balance:

Cofina Financial, LLC	U.S. Bank National Association
5500 Cenex Drive	60 Livingston Avenue
St. Paul, Minnesota 55077	St. Paul, Minnesota 55107
Attn: Sharon Barber	Attn: Structured Finance/Cofina Funding, LLC
Cofina Funding, LLC
5500 Cenex Drive
St. Paul, Minnesota 55077
Attn: Sharon Barber

Re: The Custodian Agreement, dated as of August 10, 2005, (the “Custodian Agreement”) between Cofina Funding, LLC, as the Issuer, and U.S. Bank National Association, as Trustee and Custodian

Ladies and Gentlemen:

          In accordance with the provisions of Section 3 of the above-referenced Custodian Agreement, the undersigned, as the Custodian, hereby certifies, subject to the provisions of the Custodian Agreement, that it shall hold the Custodial Files with respect to the Receivables identified on the schedule attached hereto for the exclusive benefit of the Trustee (on behalf of the Secured Parties), that it has received a Custodial File with respect to each such Receivable (other than any Receivable specifically identified on the attached exception report) and that with respect to each such Receivable: (i) the related Obligor Note is in its possession and is an original, and (ii) each Obligor Note has been endorsed as provided in Section 2(a) of the Custodian Agreement.

U.S. BANK NATIONAL ASSOCIATION, as Custodian
By:
	Name:
	Title:

EXHIBIT 2

FORM OF FINAL TRUST RECEIPT AND CERTIFICATE

Number of Receivables:

Aggregate Outstanding Balance:

Cofina Funding, LLC	U.S. Bank National Association
5500 Cenex Drive	60 Livingston Avenue
St. Paul, Minnesota 55077	St. Paul, Minnesota 55107
Attn: Sharon Barber	Attn: Structured Finance/Cofina Funding, LLC
Cofina Funding, LLC
5500 Cenex Drive
St. Paul, Minnesota 55077
Attn: Sharon Barber

Re: The Custodian Agreement, dated as of August 10, 2005, (the “Custodian Agreement”), between Cofina Funding, LLC, as the Issuer, and U.S. Bank National Association, as Trustee and Custodian

Ladies and Gentlemen:

          In accordance with the provisions of Section 5 of the above-referenced Custodian Agreement, the undersigned, as the Custodian, hereby certifies, subject to the terms of the Custodian Agreement, that as to each Receivable listed in the schedule attached hereto (other than any Receivable listed on the document exceptions report attached hereto) it shall hold the Custodial Files related to such Receivables for the exclusive benefit of the Trustee (on behalf of the Secured Parties), that it has reviewed the Files and has determined that (i) all documents required to be delivered to it pursuant to the Custodian Agreement are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and related to such Receivable; and (iii) based on its examination and only as to the foregoing documents, the information set forth in the Receivables Schedule with respect to such Receivable is correct.

U.S. BANK NATIONAL ASSOCIATION, as Custodian
By:
	Name:
	Title:

EXHIBIT 3

REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

To:                                                            
[Address]

Re: The Custodian Agreement, dated as of August 10, 2005, (the “Custodian Agreement”), between Cofina Funding, LLC, as the Issuer, and U.S. Bank National Association, as Trustee and Custodian.

          In connection with the administration of the Receivables files held by you as the Custodian, we request the release, and acknowledge receipt, of the (File/[specify documents]) for the Receivable described below, for the reason indicated.

Obligor’s Name, Address & Zip Code:

Receivable Number:

Reason for Requesting Documents (check one)

___ 1.	Receivable Paid in Full. (The Servicer hereby certifies that all amounts received in connection therewith have been credited to the custodial account as provided in the Servicing Agreement.)
___ 2.	Receivable in Foreclosure.
___ 3.	Repurchase pursuant to the Servicing Agreement or Purchase Agreement. (The Issuer hereby certifies that the repurchase price has been credited to the Collection Account).
___ 4.	Receivable liquidated by _________. (The Issuer hereby certifies that all proceeds of the liquidation have been finally received and credited to the Collection Account pursuant to the Servicing Agreement.)
___ 5.	Other           (Explain)

          If box 1, 2 or 3 above is checked, and if all or part of the File was previously released to us, please release to us any additional documents in your possession relating to the specified Receivable.

          If box 4 or 5 above is checked, upon our return of all of the above documents to you as the custodian, please acknowledge your reception by signing in the space indicated below, and returning this form.

COFINA FUNDING, LLC
By:
	Name:
	Title:

Acknowledgment of Documents returned to the Custodian:

U.S. BANK NATIONAL ASSOCIATION, as Custodian

By:

Name:

Title:

Date:

EXHIBIT 4

AUTHORIZED REPRESENTATIVES

Issuer

1. Sharon Barber

Servicer

1. Sharon Barber

Custodian

1. Cynthia Rose

Trustee

1. Eve Kaplan

2. Toby Robillard

EXHIBIT 5

FORM OF NOTE TRANSFER POWER

          For Value Received, the undersigned does hereby sell, assign and transfer unto ______, the attached note and does hereby irrevocably constitute and appoint ______attorney-in-fact to take all actions necessary or desireable to effect such conveyance, with full power of substitution in the premises.

Dated: __________________________, 2005

[CENEX FINANCE ASSOCIATION, INC.]

By

Its

EXHIBIT 6

RECEIVABLES SCHEDULE

EXHIBIT 7

RESERVED

EXHIBIT 8

CUSTODIAL DELIVERY
CONFIRMATION

     On this ___ day of                                           ,                      , Cofina Funding, LLC, (the“Issuer”) as the Issuer under that certain Custodian Agreement, dated as of August 10, 2005, (the “Custodian Agreement”), between Cofina Funding, LLC, as the Issuer, and U.S. Bank National Association, as Trustee and Custodian (the “Custodian”) does hereby deliver to the Custodian, the Files with respect to the Receivables listed on the Schedule of Receivables attached hereto. Such Receivables shall be subject to the terms of the Custodian Agreement as of the date hereof.

     With respect to the Receivables delivered herewith, the Closing Date shall be                     .

     Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Custodian Agreement.

     This Custodial Delivery Confirmation may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the Issuer caused its name to be signed hereto by an officer thereunto duly authorized as of the day and year above written.

COFINA FUNDING, LLC
By:
	Name:
	Title:

Acknowledged and Accepted:

U.S. BANK NATIONAL ASSOCIATION, as Custodian

By:

Name:

Title:

Date:

EXHIBIT 9

NOTICE ADDRESSES

ISSUER:	Cofina Funding, LLC 5500 Cenex Drive St. Paul, Minnesota 55077 Attn: Sharon Barber Telephone: (651) 355-6974 Facsimile: (651) 451-4917
SERVICER:	Cofina Financial, LLC 5500 Cenex Drive St. Paul, Minnesota 55077 Attn: Sharon Barber Telephone: (651) 355-6974 Facsimile: (651) 451-4917
CUSTODIAN:	U.S. Bank National Association 1133 Rankin Street St. Paul, Minnesota 55116 Attn: Acct. Management/Cofina Document Collateral Service Telephone: (651) 695-6105 Facsimile: (651) 695-6102
TRUSTEE:	U.S. Bank National Association 60 Livingston Avenue St. Paul, Minnesota 55107 Attn: Structured Finance/Cofina Funding, LLC Telephone: (651) 495-8055 Facsimile: (651) 495-8090
REQUIRED PERSONS:	Bank Hapoalim 1777 Avenue of the Americas New York, New York 10036 Attn: Brian W. James Telephone: (212) 782-2343 Facsimile: (212) 782-2345
	With copy to such persons designated as “Required Persons” in any Series Supplement.

EX-10.7

EXECUTION COPY

SERVICING AGREEMENT

among

COFINA FUNDING, LLC,
as Issuer,

COFINA FINANCIAL, LLC,
as Servicer,

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

Dated as of August 10, 2005

TABLE OF CONTENTS
(continued)

	Page
ARTICLE I DEFINITIONS		1
Section 1.01 Definitions		1
Section 1.02 Other Definitional Provisions		1
ARTICLE II ADMINISTRATION AND SERVICING OF RECEIVABLES AND RELATED SECURITY		2
Section 2.01 Appointment of Servicer		2
Section 2.02 Duties of Servicer		3
Section 2.03 Rights After Designation of New Servicer		5
Section 2.04 Servicer Default		6
Section 2.05 Servicer Indemnification of Indemnified Parties		7
Section 2.06 Grant of License		8
Section 2.07 Servicing Compensation		8
Section 2.08 Representations and Warranties of the Servicer		9
Section 2.09 Reports and Records for the Trustee		11
Section 2.10 Reports to the Securities and Exchange Commission		12
Section 2.11 Affirmative Covenants of the Servicer		12
Section 2.12 Negative Covenants of the Servicer		15
Section 2.13 Successor Servicer		17
ARTICLE III RIGHTS OF NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS		18
Section 3.01 Establishment of Accounts		18
Section 3.02 Collections and Allocations		18
ARTICLE IV [RESERVED.]		19
ARTICLE V OTHER MATTERS RELATING TO THE SERVICER		19
Section 5.01 Liability of the Servicer		19
Section 5.02 Limitation on Liability of the Servicer and Others		19
Section 5.03 Servicer Not to Resign		19
Section 5.04 Waiver of Defaults		20
ARTICLE VI ADDITIONAL OBLIGATION OF THE SERVICER WITH RESPECT TO THE TRUSTEE		20
Section 6.01 Successor Indenture Trustee		20
Section 6.02 Tax Returns		20

TABLE OF CONTENTS
(continued)

	Page
Section 6.03 Final Payment with Respect to Any Series		20
ARTICLE VII MISCELLANEOUS PROVISIONS		20
Section 7.01 Amendment		20
Section 7.02 Governing Law		22
Section 7.03 Notices		22
Section 7.04 Severability of Provisions		22
Section 7.05 Delegation		22
Section 7.06 Waiver of Trial by Jury		22
Section 7.07 Further Assurances		22
Section 7.08 No Waiver; Cumulative Remedies		23
Section 7.09 Counterparts		23
Section 7.10 Successors and Assigns		23
Section 7.11 Actions by Noteholders		23
Section 7.12 Rule 144A Information		23
Section 7.13 Merger and Integration		23
Section 7.14 Headings		23
Section 7.15 Rights of the Trustee		23
Section 7.16 No Bankruptcy Petition/Claims		24
Section 7.17 No Recourse
EXHIBITS
Exhibit A            Form of Daily Servicer Report		A-1
Exhibit B            Form of Monthly Servicer Report		B-1
Exhibit C            Form of Annual Servicer’s Certificate		C-1
Exhibit D            Form of Credit Manual		D-1
Exhibit E            Form of Accounting Control Procedures and Processing Report		E-1
SCHEDULES

          SERVICING AGREEMENT, dated as of August 10, 2005 (the “Agreement”) by and among COFINA FUNDING, LLC, a Delaware limited liability company, as issuer (the “Issuer”), COFINA FINANCIAL, LLC, a Minnesota limited liability company, as initial Servicer (the “Servicer”) and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture (defined below) (in such capacity, together with its successors and assigns in such capacity, the “Trustee”).

          WHEREAS, the Issuer desires to purchase from time to time Receivables and Related Security relating to such Receivables pursuant to the terms of and subject to the conditions set forth in the Purchase and Sale Agreement, dated as of August 10, 2005 (as amended, supplemented or otherwise modified from time to time the “Purchase Agreement”) between Cofina Financial, LLC and the Issuer;

          WHEREAS, the Issuer is entering into a Base Indenture, dated as of the date hereof (together with one or more supplements thereto and as amended, supplemented or otherwise modified from time to time, the “Indenture”), between the Issuer and the Trustee, and each of the other related Transaction Documents, pursuant to which the Issuer plans to issue one or more series of Notes, from time to time, in order to finance its acquisition of the Receivables; and

          WHEREAS, the Servicer is willing to service all Receivables and Related Security acquired by the Issuer from time to time, pursuant to the terms and subject to the conditions set forth in this Agreement.

          NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          Section 1.01 Definitions. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture and, as applicable, the Series Supplement for each Series.

          Section 1.02 Other Definitional Provisions.

          (a) All terms used in any certificate or other document made or delivered pursuant to this Agreement shall have the meanings given to such terms in this Agreement unless otherwise defined therein.

          (b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined herein or in the Indenture shall have the meanings given to them under GAAP, subject to the Indenture. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under GAAP, the definitions contained herein shall control.

          (c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, Schedule and Exhibit references contained in this Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified.

ARTICLE II

ADMINISTRATION AND SERVICING
OF RECEIVABLES AND RELATED SECURITY

          Section 2.01 Appointment of Servicer.

          (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Trustee (in accordance with the instructions of the Required Noteholders) gives notice to Cofina Financial, LLC of the designation of a new Servicer pursuant to this Section 2.01, Cofina Financial, LLC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Required Persons for each Series, which consent shall not be unreasonably withheld; provided, however, that Cofina Financial, LLC shall be permitted to delegate its duties hereunder to any of its Affiliates, but such delegation shall not relieve Cofina Financial, LLC of its duties and obligations hereunder.

          (b) The Trustee shall promptly, upon the direction of the Required Noteholders, after the occurrence of a Servicer Default or any Early Amortization Event, appoint as successor Servicer such Person specified by the Required Noteholders to succeed the then-current Servicer on the condition, in each case, that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then-current Servicer will continue to perform all servicing functions under this Agreement and the other Transaction Documents. If the Trustee (at the direction of the Required Noteholders) is not able to appoint a new Servicer to succeed the then-current Servicer within 90 days following receipt of such direction, the Trustee shall at the Issuer’s expense petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, in the case of any entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement and the other Transaction Documents. Following any designation of a successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Sellers, the Enhancement Providers, the Notice Persons and the Noteholders.

          (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation to be paid to a successor Servicer hereunder.

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          Section 2.02 Duties of Servicer.

          (a) (i) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to collect each Receivable from time to time, all in accordance with applicable Laws, with reasonable care and diligence, and with no less skill and care than it exercises with respect to receivables that it services for itself and others. The Issuer hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 2.01 hereof, to enforce its rights and interests in and under the Loan Documents, the Receivables and the Related Security with respect thereto. To the extent permitted by applicable law, the Issuer hereby grants to any Servicer appointed hereunder all rights and powers of the Issuer under the Loan Documents and with respect to the Receivables and the Related Security, and hereby grants an irrevocable power of attorney to take in the Issuer’s name and on behalf of the Issuer any and all steps necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables and the Related Security with respect thereto, including, without limitation, commence enforcement proceedings, exercise other powers under any Loan Document, execute and deliver instruments of satisfaction or cancellation or full or partial discharge with respect to Receivables and the Related Security with respect thereto, endorse the Issuer’s name on checks and other instruments representing Collections and enforce such Receivables, the Related Security with respect thereto and the related Loan Documents. The Servicer shall, as soon as practicable following identification thereof (and in any event within two (2) Business Days of receipt), turn over to the applicable Seller any collections of any indebtedness of any Person which is not on account of a Receivable. The Servicer shall not make the Trustee, any Noteholder or any of their respective agents a party to any litigation with respect to the servicing or collection of the Receivables without the prior written consent of such Person. Without limiting the generality of the foregoing and subject to Section 2.04, the Servicer is hereby authorized and empowered unless such power and authority is revoked by the Trustee at the direction of the Required Noteholders on account of a Servicer Default (A) to make deposits to (but not withdrawals from) the Collection Account as set forth in this Agreement, the Indenture and any Series Supplement, (B) to instruct the Trustee to make deposits or distributions and payments from the Collection Account, any Settlement Account and any Series Account, in accordance with the Indenture or any applicable Series Supplement, (C) to instruct or notify the Trustee in writing, as set forth in this Agreement, the Indenture and any Series Supplement, (D) to make all calculations, allocations and determinations required of the Servicer under the Indenture, any Series Supplement and as required hereof, (E) solely to the extent permitted under the Transaction Documents, to execute and deliver, on behalf of the Issuer for the benefit of the Secured Parties, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables, the Related Security and the Loan Documents and, after any delinquency in payment or other default relating to any Receivable, solely to the extent permitted under the Transaction Documents and to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect thereto and (F) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any state securities authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities laws or reporting requirements.

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     (ii) In connection with the issuance by the Issuer of the Notes and the granting by the Issuer of a security interest in the Receivables and Related Security under the Indenture for the benefit of the Secured Parties, the Issuer and the Trustee are entering into the Custodian Agreement with the Custodian. As promptly as is practical but in any event not later than five Business Days following the Initial Closing Date (with respect to the Receivables purchased by the Issuer on that date) or two Business Days following the date of each other purchase of Receivables under the Purchase Agreement, the Servicer shall deliver to the Custodian (for the benefit of the Secured Parties) the Custodian File related to such Receivables.

          (b) If the Servicer is not the Issuer or an Affiliate of CFA, the Servicer, by giving thirty (30) Business Days’ prior written notice to the Trustee, the Notice Persons and each Rating Agency, may, with the prior written consent of the Required Persons for each Series, increase the Servicing Fee; provided that such revised Servicing Fee shall be established on an arm’s-length basis.

          (c) (i) (A) On or before ninety (90) days after the end of each fiscal year of the Servicer, and (B) within ten (10) Business Days after any Required Person or any Notice Person shall have requested, such request to be made not more than once per fiscal year prior to the occurrence of an Event of Default, Default, Servicer Default, Potential Servicer Default, Early Amortization Event or Potential Early Amortization Event (but only if such events have not been waived), the Servicer shall cause, at the expense of the Servicer, a firm of nationally recognized independent public accountants (who may also render other services to the Servicer, the Issuer or any Affiliates of the foregoing) acceptable to the Required Persons for each Series to furnish to the Issuer, the Trustee, the Notice Persons and the Enhancement Providers, (1) a report, in a format similar to Exhibit E attached hereto, to the effect that they have (a) reviewed the Servicer’s internal accounting control procedures and processing functions relating to the Servicer’s credit policies and origination, collections, aging and charge-off functions, (b) performed testing of a statistically significant sample of Receivables and one Monthly Servicer Report (such Monthly Servicer Report to be in a format similar to Exhibit B attached hereto) for each fiscal quarter, and describing the results of such review and testing, and (c) during such review and testing, not discovered any material deviations (other than those described in the report) from the Credit Manual, and (2) a report in a format similar to Exhibit E attached hereto to the effect that they have applied certain procedures set forth in such Exhibit agreed upon with the Servicer and examined certain documents and records relating to the servicing of Receivables under this Agreement, and that, based upon such agreed upon procedures, nothing has come to the attention of such accountants that caused them to believe such servicing (including, without limitation, the allocation of Collections) has not been conducted in compliance with the terms and conditions set forth in the Indenture and each Series Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. In addition, each report shall set forth the agreed upon procedures performed.

     (ii) The Servicer will deliver to the Trustee and the Notice Persons, within 30 days after the end of each fiscal year of the Servicer, a certificate of a Responsible Officer of the Servicer in the form of Exhibit C hereto stating that (a) a review of the activities of the Servicer during the preceding calendar year (or portion thereof, as applicable) and of its performance under this Agreement was made under the supervision

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of the officer signing such certificate and (b) to the best of such officer’s knowledge, based on such review, the Servicer has fully performed in all material respects all of its obligations under this Agreement and each other applicable Transaction Document to which it is a party throughout such period, or, if there has been a default in the performance of any such obligation, specifying such default known to such officer and the nature and status thereof.

     (iii) The Servicer will maintain a system of accounting established and administered in accordance with GAAP, and furnish to the Trustee and the Notice Persons within ninety (90) days after the close of each of the Servicer’s fiscal years, audited financial statements of the Servicer, prepared in accordance with GAAP on a consolidated and consolidating basis (consolidating statements need not be audited by such accountants) for the Servicer and its Subsidiaries, including balance sheets as of the end of such period, related statements of operations, equity or capital and cash flows, accompanied by an unqualified audit report certified by a firm of nationally recognized independent certified public accountants, prepared in accordance with GAAP and any management letter prepared by said accountants.

     (iv) The Servicer will deliver to the Trustee and the Notice Persons, as soon as available, and in any event not later than the 15th day of the month following each monthly accounting period, a copy of the internally prepared unaudited monthly consolidated financial statements certified by the Servicer in the form set forth as Exhibit E to the Purchase Agreement.

          Section 2.03 Rights After Designation of New Servicer. At any time following the designation of a new Servicer pursuant to Section 2.01 hereof:

     (i) The new Servicer may direct that payment of all amounts payable under any Receivable by an Obligor be made directly to a new lockbox account established by the new Servicer subject to a Lockbox Agreement.

     (ii) The Issuer shall, at any Required Person’s request and at the Issuer’s expense, give notice (to the extent such notice has not otherwise already been provided) of the Trustee’s interest in the Receivables to each Obligor.

     (iii) The Issuer shall, at any Required Person’s request, (A) assemble all of the records relating to the Receivables and other Related Security, and shall make the same available to the Trustee, the successor Servicer and each Notice Person or their respective designees at a place selected by the Trustee, the successor Servicer or such designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Receivables in a manner acceptable to such Required Person and each Notice Person and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Trustee, the successor Servicer or its designee.

     (iv) The Issuer hereby authorizes the Trustee to take any and all steps in the Issuer’s name and on behalf of the Issuer necessary or desirable, in the reasonable

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determination of the Trustee, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Issuer’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Loan Documents.

          Section 2.04 Servicer Default. The occurrence of any one or more of the following events shall constitute a Servicer default (each, a “Servicer Default”):

          (a) failure by the Servicer to make any payment, transfer or deposit under this Agreement or any other Transaction Document or to give instructions or to give notice to the Trustee to make such payment, transfer or deposit or any withdrawal or to give notice to the Trustee as to any required drawing or payment under any applicable Credit Enhancement on the date such payment, transfer or deposit or such instruction or notice is required to be made or given as the case may be, under the terms of this Agreement or any other Transaction Document and such failure continues unremedied for two (2) Business Days;

          (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Transaction Document, which failure continues unremedied for a period of ten (10) Business Days, in each case after the earliest of (i) the date of discovery by the Servicer of such failure, (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, the Issuer, any Noteholder or any Notice Person or (iii) the date on which the Servicer, in the exercise of reasonable diligence, should have become aware of such failure, provided, that if the failure is capable of being cured and the Servicer is using commercially reasonable efforts to cure such failure, a Servicer Default shall not be deemed to have occurred until such failure continues unremedied for a period of thirty (30) days; or the Servicer shall assign its duties under this Agreement, except as permitted by Article II;

          (c) any representation, warranty or certification made by the Servicer in this Agreement or any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document shall prove to have been incorrect in any material respect when made or deemed to have been made, and such circumstance continues unremedied for a period of ten (10) Business Days (or thirty (30) days if such circumstance is capable of being cured and the Servicer is using commercially reasonable efforts to cure such failure);

          (d) the Servicer or any of its Affiliates shall become the subject of any Event of Bankruptcy or shall voluntarily suspend payment of its obligations;

          (e) for so long as any Affiliate of Cofina Financial, LLC is the Servicer, Cofina Financial, LLC shall fail to maintain either (i) “Total Capital” (as defined under GAAP and including the carrying value of CFA’s equity ownership in the Issuer) of $65 million plus for each fiscal year ending after the date hereof, the aggregate Net Savings not otherwise distributed to shareholders (via cash patronage distributions or stock or patronage capital retirement) (such amounts to be added only after audited financial statements are available and the patronage distribution is established) or (ii) a positive net income for any two consecutive quarters, determined in accordance with GAAP;

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          (f) a final judgment is rendered against the Servicer or any of its Subsidiaries in an amount greater than $1,000,000 and, within thirty (30) days after entry thereof, such judgment is not paid, discharged or execution thereof stayed pending appeal, or within ten (10) days after the expiration of any such stay, such judgment is not discharged;

          (g) the Servicer or any of its Affiliates shall fail to pay any principal of or premium or interest when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) on any Indebtedness for which the Servicer or such Affiliate is liable (whether as a primary or secondary party) or otherwise shall default in its obligations thereunder or a default or event of default shall occur thereunder if the aggregate principal amount of such Indebtedness is $1,000,000 or more, and such failure, default or event of default shall not be permanently waived and shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness and the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness;

          (h) the Trustee shall receive notice from the Servicer that the Servicer is no longer able to discharge its duties under the Transaction Documents;

          (i) the Servicer shall, without the prior written approval of the Required Persons, make any material change in the Credit Manual; or

          (j) an Event of Default shall occur.

     Upon the occurrence of any of the above events (other than in clause (d) above), the Required Noteholders may declare a Servicer Default and a new Servicer may be appointed in accordance with Section 2.01 and the Servicer shall have the obligations and the Trustee the rights under Sections 2.06 and 2.13. If an event described in clause (d) above shall occur, a Servicer Default shall occur automatically without any declaration or other act by any Person and a new Servicer may be appointed in accordance with Section 2.01 and the Servicer shall have the obligations and the Trustee the rights under Sections 2.06 and 2.13.

          Section 2.05 Servicer Indemnification of Indemnified Parties. The Servicer shall indemnify and hold harmless the Trustee, the Custodian, the Enhancement Providers, the Noteholders (together with their respective successors and permitted assigns) and each of their respective agents, officers, directors, members and employees (collectively, the “Indemnified Parties”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any breach by the Servicer of any of its representations, warranties or covenants contained in any Transaction Document to which it is a party or any failure by the Servicer to perform or the performance by the Servicer of any duty or obligation of the Servicer contained in this Agreement or any other Transaction Document, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Indemnified Parties if such acts or omissions were attributable directly or indirectly to gross negligence or willful misconduct by such Indemnified Party or to the extent any such indemnity constitutes recourse with respect to uncollectible Receivables. Any indemnification pursuant to this Section shall be had only from the assets of the Servicer and

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shall not be payable from Collections, except to the extent such Collections are released to the Servicer in accordance with the Indenture and each Series Supplement in respect of the Servicing Fee. The provisions of such indemnity shall run directly to and be enforceable by such Indemnified Parties.

          Section 2.06 Grant of License. For the purpose of enabling any successor Servicer to perform the functions of servicing and collecting the Receivables upon a Servicer Default, the Servicer hereby (i) assigns, to the extent permitted, to the Trustee for the benefit of the Secured Parties and shall be deemed to assign to the Trustee for the benefit of the Secured Parties or any successor Servicer all rights owned or hereinafter acquired by the Servicer (by license, sublicense, lease, easement or otherwise) in and to any equipment of the Servicer together with a copy of any software used in connection with the performance of its duties as Servicer and relating to the Servicing and collecting of Receivables, (ii) agrees to use all reasonable efforts to assist the Trustee for the benefit of the Secured Parties or any successor Servicer to arrange licensing agreements with all software vendors and other applicable persons in a manner and to the extent reasonably appropriate to effectuate the servicing of the Receivables, (iii) agrees to use reasonable efforts to deliver to the Trustee executed copies of any landlord waivers in a form reasonably acceptable to the Trustee that may be necessary to grant to the Trustee or any successor Servicer access to any leased premises of the Servicer for which the Trustee or any successor Servicer may require access to perform the collection and administrative functions to be performed by the Trustee under the Transaction Documents and (iv) agrees that upon its termination as a Servicer hereunder in accordance with Section 2.01 it will discontinue its activities as Servicer hereunder in a manner which the applicable successor Servicer or any Required Person reasonably believes will facilitate the transition of the performance of such activities to the designated successor Servicer and shall assist the Trustee in such transition, as described in Section 2.13.

          Section 2.07 Servicing Compensation. As compensation for its servicing activities hereunder and reimbursement for its expenses under this Agreement, the Servicer shall be entitled to receive the Servicing Fee prior to its termination as Servicer hereunder and prior to the Indenture Termination Date as described in Section 12.1 of the Indenture. The Servicing Fee shall be payable at the times and in the amounts set forth in the Indenture.

          The Servicer’s expenses include (i) the fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder and (ii) in the event that the Servicer hereunder is replaced by a successor Servicer, all costs and expenses of the transfer of servicing to such successor Servicer, including all costs and expenses incurred by the Trustee, the Custodian and such successor Servicer in connection therewith; provided, that the Servicer in its capacity as such shall not be liable for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income or gross receipts (or any interest or penalties with respect thereto or arising from a failure to comply therewith) except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations hereunder. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

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          Section 2.08 Representations and Warranties of the Servicer. The Servicer hereby represents, warrants and covenants to and for the benefit of the Issuer, the Trustee and the Secured Parties as of the date of this Agreement and as of each Transfer Date:

          (a) Organization and Good Standing. The Servicer is duly organized, validly existing and in good standing under the laws of the State of Minnesota, and has the full organizational power and authority to own its property and conduct its business as such properties are presently owned and as such business is presently conducted and to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party.

          (b) Due Qualification. The Servicer is duly qualified to do business and is in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the servicing of the Receivables, the Related Security and the Loan Documents in accordance with the Transaction Documents requires such qualification, except where the failure to so qualify or to obtain such licenses or approvals would not have a Material Adverse Effect.

          (c) Due Authorization. The execution, delivery, and performance of this Agreement and each of the other Transaction Documents to which it is a party and the consummation of the transactions contemplated by the Transaction Documents have been duly authorized by the Servicer by all necessary organizational action on the part of the Servicer.

          (d) Due Execution and Delivery; Binding Obligation. Each of the Transaction Documents to which it is a party has been duly executed and delivered on behalf of the Servicer and constitutes the valid, legal and binding obligation of the Servicer, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights.

          (e) No Violation. The execution and delivery of this Agreement by the Servicer and the performance by the Servicer of its obligations under this Agreement and each of the other Transaction Documents to which it is a party will not conflict with its organizational documents or conflict with, violate, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any other Requirement of Law applicable to the Servicer or any contractual restriction contained in any indenture, loan, credit agreement, lease, security agreement, bond, note, contract, agreement, mortgage, deed of trust, judgment, decree, order or other instrument to which the Servicer is a party or by which it is bound.

          (f) No Proceedings. No litigation or administrative proceeding is pending or, to the best knowledge of the Servicer, threatened against the Servicer before any Official Body: (i) asserting the invalidity of any of the Transaction Documents to which the Servicer is a party; (ii) seeking to prevent the consummation of any of the transactions contemplated by the Transaction Documents; (iii) seeking any determination or ruling that, in the reasonable judgment of the Servicer, would adversely affect the performance by the Servicer of its obligations under the Transaction Documents to which the Servicer is a party; (iv) seeking any determination or ruling that would adversely affect the validity or enforceability of the Transaction Documents to which the Servicer is a party; or (v) seeking any determination or

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ruling that would, if adversely determined, be reasonably likely to have a Material Adverse Effect.

          (g) Information. Each certificate, information, exhibit, financial statement, document, book or record or report furnished by the Servicer to the Trustee, the Issuer, any Notice Person or any Noteholder shall be true and correct in all material respects as of the date as of which such information is dated or certified, and no such document shall contain any untrue statement of a material fact or omitted or will omit to state any material fact necessary to make such information, in the light of the circumstances under which any statement therein was made, not misleading on the date as of which such information is dated or certified.

          (h) Governmental and Other Consents. All approvals, authorizations, consents, orders or other actions of, and all registration, qualification, designation, declaration, notice to or filing with, any Person or of any governmental body or official required in connection with the execution and delivery by the Servicer of any of the Transaction Documents to which it is a party, the consummation of the transactions contemplated thereby or the performance of and the compliance with the terms thereof, have been obtained, except for such approvals, consents, orders, other actions, notices or filings the failure to obtain or make are not reasonably likely to have a Material Adverse Effect.

          (i) Financial Condition. The Servicer has heretofore furnished to the Issuer, the Trustee, each Notice Person and each Enhancement Provider the opening balance sheets of the Servicer and its consolidated subsidiaries as at June 30, 2005 and shall furnish to the Issuer, the Trustee, each Notice Person and each Enhancement Provider the consolidated and consolidating balance sheets of the Servicer and its consolidated subsidiaries within 95 days of the end of each fiscal year of the Servicer (beginning August 31, 2005), the related consolidated statements of income, and the related consolidated statements of capital and cash flows of the Servicer and its consolidated subsidiaries for the fiscal year ended on said date (or projections, in the case of June 30, 2005), in each case, with the opinion thereon (in the case of said consolidated balance sheet and statements) of Clifton Gunderson LLP or other nationally recognized independent certified public accountants. All such financial statements are complete and correct in all material respects and fairly present the consolidated financial condition (or opening position, as applicable) of the Servicer and its consolidated subsidiaries, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Servicer and of each of its consolidated subsidiaries, as at said date and the consolidated and unconsolidated results of their operations for the fiscal year, all in accordance with generally accepted accounting principles applied on a consistent basis. None of the Servicer nor any of its consolidated subsidiaries has on the date hereof any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said date. Since June 30, 2005 (i) there has been no material adverse change in the consolidated financial condition, operations or business of the Servicer and its consolidated subsidiaries, taken as a whole, from that set forth in said financial statements as at said date and (ii) no Servicer Default nor event which, with the giving of notice or the passage of time, would constitute a Servicer Default, has occurred.

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          (j) Taxes. The Servicer has filed (or there have been filed on its behalf as a member of a consolidated group) on a timely basis all tax returns and reports required by law to have been filed by it and has paid all taxes, assessments and governmental charges thereby shown to be owing by it, except for any such taxes, assessments or charges (i) that are being diligently contested in good faith by appropriate proceedings, for which adequate reserves in accordance with GAAP have been set aside on its books and that have not given rise to any Liens or (ii) the amount of which, either singly or in the aggregate, do not and could not reasonably be expected to have a Material Adverse Effect.

          Section 2.09 Reports and Records for the Trustee. In addition to each of the reports required to be prepared and delivered by the Servicer pursuant to Section 2.02(c) hereof, the Servicer shall prepare and deliver in accordance with this Section 2.09 each of the following reports and notices:

          (a) Daily Servicer Report. The Servicer shall prepare and forward by email to the Issuer, the Trustee and each Notice Person (i) not later than 2:00 p.m. New York City time on each Business Day, a Daily Servicer Report in substantially the form set forth on Exhibit A attached hereto, and (ii) as soon as reasonably practicable, from time to time, such other information as the Trustee, any Notice Person or the Enhancement Provider may reasonably request.

          (b) Monthly Servicer Report. The Servicer shall prepare and forward by email to the Issuer, the Trustee, each Noteholder, each Notice Person and the Enhancement Provider not later than the Determination Date with respect to each calendar month, a Monthly Servicer Report in substantially the form set forth on Exhibit B attached hereto containing information as of the last Business Day of the immediately preceding calendar month.

          (c) Monthly Noteholders’ Statement. Unless otherwise stated in the related Series Supplement with respect to any Series, on each Determination Date the Servicer shall forward to the Trustee and each Notice Person a Monthly Noteholders’ Statement in the form specified in the applicable Series Supplement.

          (d) Issuer Reports. The Servicer shall prepare and deliver the reports and comply with all the provisions of Section 4.3 of the Indenture.

          (e) Series Reports. The Servicer shall prepare and deliver any reports required to be prepared and delivered by the Servicer by the terms of the Transaction Documents.

          (f) Certificate of Responsible Officer. The Servicer shall deliver with each Monthly Servicer Report to each recipient thereof a certificate of a Responsible Officer of the Servicer certifying (1) the accuracy of such report and that no Default, Event of Default, Servicer Default, Potential Servicer Default, Early Amortization Event or Potential Early Amortization Event has occurred, or if such event has occurred and is continuing, specifying the event and its status, (2) that a review of the activities of the Servicer during the preceding Settlement Period and of its performance under the Transaction Documents was made under the supervision of such Responsible Officer, (3) to the best of such Responsible Officer’s knowledge, based on such

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review, the Servicer has fully performed all of its obligations under the Transaction Documents throughout such Settlement Period, or, if there has been a default in the performance of any such obligation, specifying each such default known to such officer and the nature and status thereof and (4) that no Borrowing Base Deficiency exists. Any transmission or other delivery of such report to the Trustee or any other Person designated as a recipient shall be deemed to be a representation and warranty by the Servicer that the information contained therein is true and correct in all material respects.

          Section 2.10 [Reserved].

          Section 2.11 Affirmative Covenants of the Servicer. At all times from the date hereof to the Indenture Termination Date, unless the Required Persons for each Series shall otherwise consent in writing:

          (a) Credit Manual. The initial Servicer will comply in all material respects with the Credit Manual in regard to each Receivable and the related Loan Documents.

          (b) Collections Received; Segregation. Subject to Section 3.02(a) hereof and Section 5.4(a) of the Indenture, the Servicer shall set aside and deposit within one (1) Business Day following identification (but in no event later than two (2) Business Days following its receipt thereof) into the Collection Account all Collections received from time to time by the Servicer. The Servicer shall prevent the deposit into any Collection Account of any funds other than Collections in respect of the Receivables and, to the extent that any such funds are nevertheless deposited into any such Collection Account, promptly require the Trustee to segregate such funds and provide for the remittance of such funds to the owner thereof.

          (c) Notice of Defaults, Events of Default, Potential Early Amortization Event, Early Amortization Event, or Servicer Defaults. Immediately, and in any event within one (1) Business Day after (i) the Servicer obtains knowledge or receives notice of the occurrence of each Default, Event of Default, Potential Early Amortization Event, Early Amortization Event, Potential Servicer Default or Servicer Default, or (ii) a Responsible Officer of the Servicer becomes aware of any event, development or information which is reasonably likely to materially and adversely affect the ability of the Servicer to perform its obligations under the Transaction Documents, the Servicer will furnish to the Notice Persons a statement of a Responsible Officer of the Servicer, setting forth details of such Default, Event of Default, Potential Early Amortization Event, Early Amortization Event or Servicer Default, or other development as described in (ii) and the action which the Servicer, the Issuer or the applicable Seller proposes to take with respect thereto.

          (d) Conduct of Business. The Servicer will do all things necessary to remain duly formed, validly existing and in good standing as a domestic limited liability company in its jurisdiction of formation and maintain all requisite authorizations to conduct its business in each jurisdiction in which its business is conducted to the extent that the failure to maintain such would be reasonably likely to have a Material Adverse Effect.

          (e) Compliance with Loan Documents and Requirements of Law. The Servicer shall duly satisfy all obligations on its part to be fulfilled under or in connection with

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the Receivables, the Related Security and the related Loan Documents, will maintain in effect all qualifications required on its part under Requirements of Law in order to perform its obligations hereunder or under any of the Transaction Documents to which it is a party or to ensure the enforceability of any Receivable, the Related Security or Collections or proceeds with respect thereto and will comply with all Requirements of Law.

          (f) Further Information. The Servicer shall furnish or cause to be furnished to the Trustee and any requesting Notice Person such other information relating to the Receivables and readily available public information regarding the financial condition of the Servicer, as soon as reasonably practicable, and in such form and detail, as the Trustee or any Notice Person may reasonably request.

          (g) Furnishing of Information and Inspection of Records. The Servicer will furnish to the Trustee and any requesting Notice Person from time to time such information with respect to the Receivables as such Person may reasonably request. The Servicer will, at any time and from time to time during regular business hours and, upon reasonable notice, permit the Trustee and each of the Notice Persons, or their respective agents or representatives, (i) to examine and make copies of and abstracts from all Records relating to the Receivables and (ii) to visit the offices and properties of the Servicer for the purpose of examining such Records, and to discuss matters relating to Receivables or the Servicer’s performance hereunder and under the other Transaction Documents to which it is a party with any of the officers or branch managers of the Servicer having knowledge of such matters. Upon a Default or Event of Default, Early Amortization Event, Potential Early Amortization Event, Potential Servicer Default or Servicer Default, the Trustee and each of the Notice Persons may have, without notice, immediate access to all records and the offices and properties of the Servicer.

          (h) Notification of Adverse Developments. The Servicer shall promptly notify the Issuer, the Trustee, each Notice Person and each Enhancement Provider upon the discovery of the occurrence of (i) any event, development or circumstance whereby the financial statements most recently furnished to any such parties pursuant to this Agreement or the other Transaction Documents fail in any material respect to present fairly, in accordance with generally accepted accounting principles, the financial condition and results of operations of the Servicer as of the date of such financial statements; (ii) any material litigation or proceedings, including any action, suit or proceeding before any governmental authority, that are instituted or, to the knowledge of the Servicer, threatened against the Servicer or any of its assets or relating to any of its obligations under the Transaction Documents; (iii) any dispute with respect to any of its obligations under the Transaction Documents; and (iv) any other material adverse development in the business or affairs of the Servicer; in each case describing the nature thereof and the action the Servicer proposes to take with respect thereto.

          (i) Notice to Obligors. The Servicer shall ensure that, no later than the date of any conveyance of a Receivable pursuant to the Purchase Agreement, the related Obligor shall have been instructed to remit payments thereunder directly to the Lockbox or the Collection Account and will not change any such instructions without the prior written consent of the Required Persons for each Series.

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          (j) Relocation of Servicer. The Servicer shall give the Trustee and each Notice Person at least thirty (30) days prior written notice of any relocation of its any office from which it services the Receivables and Related Security or keeps Records concerning such items and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to continue the Trustee’s security interest in the Trust Estate and the proceeds thereof for the benefit of the Secured Parties. The Servicer shall at all times maintain each office from which it services Receivables or related Loan Documents and its principal place of business and chief executive office within the United States of America.

          (k) Protection of Right, Title and Interest to Receivables and Related Security. The Servicer shall cause this Agreement, the Indenture and any Series Supplement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Secured Parties’ and the Trustee’s right, title and interest in and to the Trust Estate to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the Trustee’s Lien (granted pursuant to the Indenture for the benefit of the Secured Parties) on the property constituting the Trust Estate. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.

          (l) Realization Upon Defaulted Receivables. The Servicer will use reasonable efforts to repossess or otherwise comparably convert the ownership of any Related Security with respect to a Defaulted Receivable and will act as sales and processing agent for any Related Security which it repossesses. The Servicer will follow the practices and procedures set forth in the Credit Manual in order to realize upon such Related Security. In any case in which any such Related Security has suffered damage, the Servicer will not expend funds in connection with any repair or toward the repossession of such Related Security unless it reasonably determines that such repair and/or repossession will increase the Recoveries by an amount greater than the amount of such expenses. The Servicer will remit to the Collection Account the Recoveries received in connection with the sale or disposition of Related Security with respect to a Defaulted Receivable in connection with such sale or disposition within one (1) Business Day of receipt of such Recoveries.

          (m) Maintenance of Insurance Policies. The Servicer will require that each Obligor with respect to a Receivable included as part of the Collateral maintains an insurance policy to the extent required by the Credit Manual. In connection with its activities as Servicer, the Servicer agrees to present, on behalf of the Trustee as agent for the Secured Parties, claims to the insurer under each insurance policy, and to settle, adjust and compromise such claims, in each case, consistent with the terms of each related Receivable.

          (n) Marking. The Servicer shall clearly and unambiguously identify each Receivable that is part of the Collateral and the Related Security and all other elements of the Receivables File in its computer or other records to reflect that the interest in such Receivables and Related Property have been transferred to and are owned by the Issuer and that the Trustee has the interest therein granted by the Issuer pursuant to this Agreement.

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          (o) UCS Score. The Servicer shall confirm and ensure that the UCS Score assigned to each Receivable shall at all times reflect the proper UCS Score applicable to such Receivable in accordance with the Credit Manual as then currently in effect.

          (p) Transaction Documents. The Servicer hereby covenants and agrees to perform all of the obligations of the Servicer specified in the Transaction Documents in accordance with the terms thereof.

          In the event that there is any breach of any of the covenants of the Servicer contained in Section 2.11(e) or (k) or Section 2.12(e) or (f) with respect to any Receivable, and such Receivable becomes a Defaulted Receivable or the Receivable or the rights of the Secured Parties in, to or under such Receivable or its proceeds are impaired or the proceeds of such Receivable are not available to the Trustee for the benefit of the Secured Parties, then if in any case such noncompliance has not been cured within thirty (30) days, the Servicer shall be deemed to have received on such day a collection of such Receivable in full, and the Servicer shall, on such day, deposit from its own funds into the Collection Account an amount equal to the outstanding principal balance of such Receivable, together with accrued and unpaid interest thereon, and such amount shall be allocated and applied by the Servicer as a Collection allocable to the Receivables or Related Security. In the event that the Servicer has paid to or for the benefit of the Secured Parties the full outstanding principal balance (plus accrued and unpaid interest) of any Receivable pursuant to this paragraph, each of the Trustee for the benefit of the Secured Parties and the Issuer shall release and convey all of such Person’s right, title and interest in and to the related Receivable to the Servicer, without representation or warranty, but free and clear of all liens created by such Person, as applicable.

          Section 2.12 Negative Covenants of the Servicer. At all times from the date hereof to the Indenture Termination Date, unless the Required Persons for each Series shall otherwise consent in writing:

          (a) Modifications of Receivables or Obligor Notes. The Servicer shall not extend, amend, forgive, discharge, compromise, waive, cancel or otherwise modify the terms of any Receivable or amend, modify or waive any term or condition of any Obligor Note related thereto; provided, that the Servicer may take such actions as are expressly permitted by Section 2.11(l) and Section 2.12(f) or required by Requirements of Law.

          (b) Merger or Consolidation of, or Assumption of the Obligations of, the Servicer. The Servicer shall not consolidate with or merge into any other Person or sell, convey or transfer substantially all of its properties and assets to any Person, unless:

     (i) the Required Persons for each Series shall have consented to such transaction;

     (ii) the entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or the District of Columbia and, if the Servicer is not the surviving entity, such Person (the “Surviving Entity”) shall

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expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee and the Notice Persons, in a form reasonably satisfactory to the Required Persons for each Series, the performance of every covenant and obligation of the Servicer hereunder; and

     (iii) the Servicer has delivered to the Trustee and each Notice Person an Opinion of Counsel stating that such consolidation, merger, sale, conveyance or transfer complies with this paragraph (b) and that all conditions precedent herein provided for relating to such transaction have been complied with (and if an agreement supplemental hereto has been executed as contemplated by clause (ii) above, such opinion of counsel shall state that such supplemental agreement is a legal, valid and binding obligation of the Surviving Entity enforceable against the Surviving Entity in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles).

          (c) No Change in Business or the Credit Manual. Subject to the Requirements of Law, the Servicer will not make any change in the character of its business or in the Credit Manual which change would, in either case, impair the collectibility of any Receivable or otherwise have a Material Adverse Effect. The Servicer shall not amend the Credit Manual in any respect without the prior consent of the Issuer. The Servicer shall not amend the Credit Manual in any material respect without the prior written consent of the Required Persons for each Series. The Servicer agrees that it will provide the Trustee, each Notice Person and the Issuer with a copy of all amendments to the Credit Manual not later than ten (10) days after the effectiveness thereof.

          (d) No Adverse Claims. Expect as otherwise provided in Indenture or the Transaction Documents, the Servicer will not sell, transfer, exchange or otherwise dispose of or create any Adverse Claim upon (or file any financing statement covering) any of the equity interests in or properties or assets of the Issuer constituting the Trust Estate or any part thereof or any interest thereon or any proceeds thereof.

          (e) No Rescission or Cancellation. The Servicer shall not permit any rescission or cancellation of a Receivable except pursuant to the Credit Manual or pursuant to a Requirement of Law.

          (f) Protection of Secured Parties’ Rights. The Servicer shall not take any action which would impair, or omit to take any action necessary to avoid impairment of, the rights of the Secured Parties in the Receivables, the Related Security or the other collateral in the Trust Estate, nor shall it reschedule, revise or defer Collections due on the Receivables, nor, if possession is required for perfection under the UCC, shall it take any action to cause a Receivable to be evidenced by a promissory note or other instrument unless possession thereof has been, or will be, transferred to the Custodian, as agent for the Trustee for the benefit of the Secured Parties or such other custodian or agent designated by the Trustee; provided, however, the Servicer may, in accordance with the Credit Manual and with prudent servicing practices, make customer service adjustments and adjustments in payment schedules and take other actions to collect and enforce the Receivables in the ordinary course of business.

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          (g) Name; Jurisdiction of Organization, Principal Place of Business. The Servicer will not change its name, its jurisdiction of organization or the location of its chief executive office, or principal place of business (within the meaning of the applicable UCC) without thirty (30) days prior written notice to the Trustee and each Notice Person. In the event that the Servicer desires to so change its jurisdiction of formation or its office or change its name, the Servicer will make any required filings and prior to or simultaneously with actually making such change the Servicer will deliver to the Trustee and each Notice Person (i) a certificate of a Responsible Officer and (except with respect to a change of the location of the Servicer’s chief executive office or principal place of business to a new location in the same county) an Opinion of Counsel confirming that all required filings have been made to continue the perfected interest of the Trustee in the Trust Estate in respect of such change and (ii) copies of all such required filings with the filing information duly noted thereon by the office in which such filings were made.

          Section 2.13 Successor Servicer. On and after the receipt by the Servicer of a notice designating a new Servicer pursuant to Section 2.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in such notice or otherwise specified by the Trustee (pursuant to the written direction of the Required Noteholders) in writing. The Trustee, upon the written direction of the Required Noteholders in their sole discretion at the time described in the immediately preceding sentence, shall appoint a successor servicer as the Servicer hereunder, and such successor Servicer shall on such date assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement shall pass to and be vested in such successor Servicer; provided, however, that any successor Servicer which is not an Affiliate of Cofina Financial, LLC shall not (i) be responsible or liable for any past actions or omissions of any prior Servicer or (ii) be obligated to service in accordance with the Credit Manual but shall instead be obligated to service in accordance with a market and prudent standard. Upon its appointment as successor to the Servicer, the successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement, shall assume all servicing duties hereunder and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to such successor Servicer.

          All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Servicer under this Agreement and shall pass to and be vested in the successor Servicer and, without limitation, such successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees at its expense to cooperate with the successor Servicer and to take all actions required to effectuate the termination of the responsibilities and rights of the Servicer to conduct servicing on the Collateral and to take all such action and provide all such information required to effectuate the prompt transitioning of the Servicer to the successor Servicer.

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ARTICLE III

RIGHTS OF NOTEHOLDERS AND ALLOCATION
AND APPLICATION OF COLLECTIONS

          Section 3.01 The Lockbox and Lockbox Account. The Servicer, for the benefit of the Secured Parties, shall establish and maintain, subject to the control of the Trustee pursuant to the terms of a lockbox agreement in form and substance, and with a Qualified Institution or another bank acceptable to the Required Persons for each Series, the Lockbox Account and related Lockbox, from which Collections shall be deposited daily into the Collection Account.

          Section 3.02 Collections and Allocations.

          (a) Collections. The Servicer shall direct all Obligors to pay all amounts when due with respect to the Receivables directly to the Collection Account or to the Lockbox Account for deposit directly into the Collection Account, and if the Servicer shall receive any Collections in respect of Receivables, the Servicer shall deposit all Collections in the Collection Account as promptly as possible after the date of identification of such Collections, but in no event later than two (2) Business Days following such date of receipt.

          The Servicer shall instruct the Trustee to allocate such amounts in accordance with this Article III and Article 5 of the Indenture and pay such amounts to the Noteholders, the Enhancement Providers, the Issuer, the Servicer or otherwise in accordance with this Article III and Article 5 of the Indenture, in both cases as modified by any Series Supplement. The Servicer shall make such deposits or payments on the date indicated therein by wire or electronic funds transfer or as otherwise provided in the Series Supplement for any Series of Notes with respect to such Series.

          (b) Allocation of Collections Between Finance Charges and Principal Receivables. At all times and for all purposes of this Agreement, the Indenture and any Series Supplement, the Servicer shall allocate Collections received in respect of any Receivables for any Monthly Period to Finance Charges and to Principal Receivables pursuant to any method of allocation that is in accordance with GAAP and that is consistent with the Servicer’s past practice.

          (c) Deemed Collections. If on any day, the Servicer adjusts downward, reduces, forgives or waives repayment of any portion of the amount of any Receivables (other than a Defaulted Receivable) without either receiving Collections in an amount equal to such reduction then in any case above, the Issuer shall be deemed to have received on such day a Collection of such Receivable, in an amount equal to such adjusted, reduction, forgiven portion or waived portion), and the Servicer shall, on such day, deposit an amount equal to such adjusted, reduction, forgiven portion or waived portion, together with accrued and unpaid interest thereon into the Collection Account.

          (d) Adjustments. If (a) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable included in the Trust Estate and such Collection was received by the Servicer in the form of a check which is not honored for any reason or (b) the Servicer makes a mistake with respect to the amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection, the

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Servicer shall promptly and appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any Collection in respect of which a dishonored check is received shall be deemed not to have been paid on the date such payment was due.

ARTICLE IV

[RESERVED.]

ARTICLE V

OTHER MATTERS RELATING
TO THE SERVICER

          Section 5.01 Liability of the Servicer. The Servicer hereby agrees to perform any and all duties and obligations set forth in any Transaction Document that are specifically identified therein as duties of the Servicer.

          Section 5.02 Limitation on Liability of the Servicer and Others. Except as otherwise provided by Law, the directors, officers, employees or agents who are natural persons of the Servicer shall not be under any liability to the Issuer, the Trustee, the Noteholders, any Enhancement Provider or any other Person hereunder or pursuant to any document delivered hereunder for any action taken or for refraining from the taking of any action; provided, however, that this provision shall not protect any such Person against any liability which would otherwise be imposed by reason of willful misconduct, gross negligence, fraud or violation of Law. Except as otherwise provided in the Transaction Documents, the Servicer shall not be under any liability to the Issuer, the Trustee, its officers, directors, employees and agents, the Noteholders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement or any supplement hereto; provided, however, that this provision shall not protect the Servicer against any liability which would otherwise be imposed by reason of (x) willful misfeasance, bad faith, fraud or negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties under any Transaction Document or (y) breach of representation, warranty or covenant made by the Servicer in this Agreement or breach of the express terms of any Transaction Document. The Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

          Section 5.03 Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which such Servicer could take to make the performance of its duties hereunder permissible under applicable law. Any such determination permitting the resignation of any Servicer shall be evidenced as to clause (i) above by an opinion of counsel and as to clause (ii) by the Certificate of a Responsible Officer of the Servicer, each to such effect delivered, and satisfactory in form and substance, to the Trustee and the Notice Persons. No such resignation shall become effective until the Trustee or a successor Servicer shall have

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assumed the responsibilities and obligations of such Servicer in accordance with Section 2.01 hereof.

          Section 5.04 Waiver of Defaults. Any default by the Servicer in the performance of its obligations hereunder and its consequences may be waived pursuant to Section 7.01. Upon any such waiver of a default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement and each other Transaction Document to which the Servicer is a party. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.

ARTICLE VI

ADDITIONAL OBLIGATION OF THE
SERVICER WITH RESPECT TO THE TRUSTEE

          Section 6.01 Successor Indenture Trustee. If the Trustee resigns or is removed pursuant to the terms of the Indenture or if a vacancy exists in the office of the Trustee for any reason, the Servicer agrees to execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor trustee all rights, powers, duties and obligations under the Indenture and hereunder.

          Section 6.02 Tax Returns. The Servicer shall prepare or shall cause to be prepared all tax information required by law to be distributed to Noteholders and shall deliver such information to the Trustee at least five (5) days prior to the date it is required by law to be distributed to Noteholders. Except to the extent the Servicer breaches its obligations or covenants contained in this Section 6.02, in no event shall the Servicer be liable for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note Owners arising under any tax law, including without limitation federal, state, local or foreign income or excise taxes or any other tax imposed on or measured by income or gross receipts (or any interest or penalty with respect thereto or arising from a failure to comply therewith).

          Section 6.03 Final Payment with Respect to Any Series. The Servicer shall provide any notice of termination as specified for the Servicer in Section 12.5(a) of the Indenture and in accordance with the procedures set forth therein.

ARTICLE VII

MISCELLANEOUS PROVISIONS

          Section 7.01 Amendment.

          (a) This Agreement may be amended in writing from time to time by the Issuer, the Servicer and the Trustee with the consent of the Required Persons for each Series but without the consent of the Required Noteholders, to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement. The Trustee may, but shall not be

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obligated to, enter into any such amendment which adversely affects the Trustee’s rights, duties or immunities under this Agreement or otherwise, except as otherwise may be provided in the Indenture.

          (b) Any provision of this Agreement may also be amended, supplemented, modified or waived in writing from time to time by the Issuer, the Servicer and the Trustee with the consent of the Required Persons for each Series for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of Noteholders of any Series then issued and outstanding; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Notes of such Series without the consent of each Holder of Notes of such Series so affected, (ii) reduce the aforesaid percentage required to consent to any such amendment, without the consent of each Holder of Notes of all Series whose rights are to be modified by such amendment or (iii) be effective unless the Rating Agency Condition (if any) applicable to each Series is satisfied with respect to such Amendment. The Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Trustee’s rights, duties or immunities under this Agreement or otherwise, except as otherwise may be provided in the Indenture.

          (c) Promptly after the execution of any such amendment, the Trustee shall furnish notification of the substance of such amendment to each Noteholder of each Series affected thereby, to any related Notice Person, any related Enhancement Provider and to each Rating Agency providing a rating for such Series.

          (d) It shall not be necessary for the Noteholders to give consent under this Section 7.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the Noteholders’ authorization of the execution thereof shall be subject to such reasonable requirements as the Trustee may prescribe.

          (e) In connection with any amendment, the Trustee or any Notice Person may request an Opinion of Counsel (from an external law firm) from the Servicer to the effect that the amendment complies with all requirements of this Agreement except that such counsel shall not be required to opine on factual matters.

          (f) Notwithstanding any other provision of this Agreement to the contrary, the consent of the Issuer shall not be required for the effectiveness of any amendment which modifies the representations, warranties, covenants or responsibilities of the Servicer at any time when the Servicer is not CFA or any Affiliate of CFA or a successor Servicer has been appointed pursuant to Section 2.01.

          (g) The Servicer will give the Trustee and the Notice Persons prompt written notice of any relocation of any office from which it services the Receivables and Related Security or keeps records concerning such items or of its principal executive office The Servicer will at all times maintain each office from which it services the Receivables, Related Security and other property in its possession and part of the Trust Estate, its principal executive office and its jurisdiction of organization within the United States of America.

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          Section 7.02 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH OF THE PARTIES TO THIS SERVICING AGREEMENT HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENT THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

          Section 7.03 Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at, sent by facsimile to, sent by courier at or mailed by registered mail, return receipt requested, to (a) in the case of the Issuer, to Cofina Funding, LLC, 5500 Cenex Drive, St. Paul, Minnesota 55077, Attention: Sharon Barber, Telephone: (651) 355-6974, (b) in the case of the Servicer to Cofina Financial, LLC, 5500 Cenex Drive, St. Paul, Minnesota 55077, Attention: Sharon Barber, Telephone: (651) 355-6974, (c) in the case of the Trustee, to its Corporate Trust Office, and (d) in the case of the Required Persons and the Rating Agencies for a particular Series, the respective addresses, if any, specified in the Series Supplement relating to such Series; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party given in accordance with this Section 7.04. Unless otherwise provided with respect to any Series in the related Series Supplement, any notice required or permitted to be mailed to a Noteholder shall be given as required in the Indenture or any related Series Supplement.

          Section 7.04 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

          Section 7.05 Delegation. Except as provided in Section 2.01, 2.02 or 2.12(b), the Servicer may not delegate any of its obligations under this Agreement.

          Section 7.06 Waiver of Trial by Jury. To the extent permitted by applicable law, each of the parties hereto irrevocably waives all right of trial by jury in any action, proceeding, claim or counterclaim arising out of or in connection with this Agreement or the Transaction Documents or any matter arising hereunder or thereunder.

          Section 7.07 Further Assurances. The Servicer agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any Required Person or any Notice Person more fully to effect the purposes of this Agreement, including, without limitation, the execution of any financing

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statements or continuation statements relating to all or any portion of the Trust Estate for filing under the provisions of the UCC of any applicable jurisdiction.

          Section 7.08 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Trustee, any Enhancement Provider or the Noteholders, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

          Section 7.09 Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

          Section 7.10 Successors and Assigns. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

          Section 7.11 Actions by Noteholders.

          (a) Wherever in this Agreement a provision is made that an action may be taken or a notice, demand or instruction given by Noteholders, such action, notice or instruction may be taken or given by any Noteholder, unless such provision requires a specific percentage of Noteholders or unless otherwise provided in a Series Supplement. Notwithstanding anything in this Agreement to the contrary, neither the Servicer nor any Affiliate thereof shall have any right to vote with respect to any Note except as specifically provided in the Indenture.

          (b) Any request, demand, authorization, direction, notice, consent, waiver or other act by a Noteholder shall bind such Noteholder and every subsequent holder of such Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or omitted to be done by the Trustee or the Servicer in reliance thereon, whether or not notation of such action is made upon such Note.

          Section 7.12 Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement.

          Section 7.13 Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

          Section 7.14 Rights of the Trustee. The rights, privileges and immunities afforded to the Trustee in the Indenture shall apply to this Agreement as if fully set forth herein.

          Section 7.15 No Bankruptcy Petition/Claims. Prior to the date that is one year and one day after the Indenture Termination Date, the Servicer will not institute against the Issuer, or join any other Person in instituting against the Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States.

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          Section 7.16 No Recourse. Notwithstanding anything else set forth in this Agreement or any other Transaction Document, the Servicer agrees that the obligations of the Issuer to the Servicer hereunder and under the other Transaction Document shall be recourse to the Trust Estate only and specifically shall not be recourse to the assets of the Issuer. In addition, the Servicer agrees that its recourse to the Issuer and the Trust Estate shall, except to the extent otherwise expressly provided in this Agreement, be limited to the right to receive the Servicing Fee and such other amounts as are specifically allocated to the Servicer pursuant to Section 5.4(c) of the Indenture. No obligations of the Issuer hereunder shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in the event that amounts are not paid in accordance with the priority of payments set forth in Section 5.4(c) of the Indenture.

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     IN WITNESS WHEREOF, the Issuer, the Servicer and the Trustee have caused this Servicing Agreement to be duly executed by their respective officers as of the day and year first above written.

COFINA FUNDING LLC, as Issuer
By:
	Name:
	Title:
COFINA FINANCIAL, LLC as Servicer
By:
	Name:
	Title:
U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
By:
	Name:
	Title:

Servicing Agreement

Exhibit A
Form of Daily Servicer Report

FORM OF DAILY SERVICER REPORT

Servicing Agreement

COFINA FUNDING LLC
DAILY SERVICER REPORT
Reporting Date

	Amount
Opening balance in Collection Account:		500.00
Collections received from Receivables		1,000.00
Payments made:
1. Amount of Accrued Facility Costs for sub account-		1.00
2. Required Reserve Amount transferred to Spread Maintenance Account-		1.00
3. Reduction in principal amount of Notes outstanding transferred to Settlement Account		1.00
4. Amount payable to Seller based on Purchase Agreement- (Amount equal to unpaid purchase price)		1.00
Total of payments made on this date	$	4.00
Closing balance in Collection Account:	$	1,496.00

Servicing Agreement

Exhibit B
Form of Monthly Servicer Report

FORM OF MONTHLY SERVICER REPORT

Servicing Agreement

A-1

COFINA FUNDING LLC
MONTHLY SERVICER REPORT — PAYMENTS OUT OF AVAILABLE DISTRIBUTION AMOUNT
Reporting Date:
Settlement Date:
*Information provided in the Base Indenture Article 5

	Amount
Calculation of Available Distribution Amount:
Collection received during [immediately proceeding monthly period]		17.00
Amounts received from interest rate hedge counterparty		1.00
Total deemed collections		1.00
Receipts from Spread Maintenance Account		1.00
Earnings on permitted investments received during [immediately proceeding monthly period]		1.00
Total Available Distribution Amount		21.00
Payments to be made:
1. Indenture Trustee
Fee		1.00
Out of pocket expenses		1.00
Maximum amount $20,000 Total		2.00
2. Servicer-
Fee for current settlement period		1.00
Arrears		1.00
Total		2.00
3. Custodian
Fee for current settlement period (maximum amount $10.000)		1.00
4. Successor Servicer (if appointed)
Reimbursement of transition costs incurred (maximum amount $50,000)		1.00
5. Interest Rate Hedge Provider-
Current scheduled payments due		1.00
Arrears		1.00
Total		2.00
6. Interest due on Outstanding Notes to Noteholders
Interest payments on Notes — paid to Settlement Account		1.00
Premiums due to Enhancement Provider		1.00
Total		2.00
7. Scheduled principal payment amount due — paid to Settlement Account		1.00
8. Supplemental principal payment amount — paid to Settlement Account
Warehouse Notes		1.00
Notes		1.00
Total		2.00
9. Interest Rate Hedge Provider-
All remaining amounts due		1.00
10. All other amounts due to:
Noteholders — paid to Settlement Account		1.00
Trustee		1.00
Custodian		1.00
Servicer		1.00
Total		4.00
11. Payment to issuer of any remaining Available Distribution Amount		3.00
Total Payments Due	$	21.00
Do Payments equal Available Distribution Amount?	Y or N?

Servicing Agreement

A-1

Exhibit C
Form of Annual Servicer’s Certificate

FORM OF ANNUAL SERVICER’S CERTIFICATE

January [   ], 200[  ]

     This Servicer’s Certificate is delivered pursuant to the provisions of Section 2.02(c)(ii) of the Servicing Agreement (as amended, modified, waived, supplemented or restated from time to time, the “Agreement”), dated as of August 10, 2005, by and among Cofina Funding, LLC, as issuer (the “Issuer”), Cofina Financial, LLC, as Servicer (the “Servicer”) and U.S. Bank National Association, as trustee (in such capacity, together with its successors and assigns in such capacity, the “Trustee”). Capitalized terms used not defined herein have the meanings provided in the Agreement.

     The undersigned, a duly elected Responsible Officer of the Servicer, hereby certifies to the Trustee and the Notice Persons and their respective successors and assigns, as follows:

     (i) a review of the activities of the Servicer during the preceding calendar year (or portion thereof, as applicable) and of its performance under the Agreement was made under the supervision of the officer signing this Servicer’s Certificate; and

     (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fully performed in all material respects all of its obligations under the Agreement and each other applicable Transaction Document to which it is a party throughout such period[, except as set forth on Schedule I hereto.]

COFINA FINANCIAL, LLC.,
as the Servicer

By:

Name:

Title:

Servicing Agreement

B-1

Exhibit D
Form of Credit Manual

FORM OF CREDIT MANUAL

Servicing Agreement

C-1

Exhibit E
Form of Accounting Control
Procedures and Processing Report

FORM OF ACCOUNTING CONTROL
PROCEDURES AND PROCESSING REPORT

Servicing Agreement

D-1

Cofina Financial
Policies and Procedures Manual
Table of Contents

Section 1.0 General
1.01 Board of Directors	3
1.02 Loan Committee	3
Section 2.0 Credit Administration and Approval	6
2.01 Scope of Financing	6
2.02 Obligors	7
2.03 Loan Application	8
2.04 Credit Analysis	13
2.05 Collateral Analysis	29
2.06 Environmental Analysis	35
2.07 Construction Lending	37
2.08 LLC Lending	40
2.09 Loan Agreement	42
2.10 Security Requirements	49
Section 3.0 Loan Administration	54
3.01 Loan File Organization	54
3.02 Asset Classifications	55
3.03 Portfolio Monitoring	62
3.04 Customer and Loans Servicing	63
3.05 Collection Procedures	69
3.06 Customer Concentration	81
3.07 Reserve Guidelines	82
Section 4.0 Legal Documentation	83
4.01 Legal Documentation Overview	83
4.02 Real Estate Mortgage Documentation	84
4.03 Supplemental/Amendment RE Mortgage Documentation	88
4.04 Release of Mortgage Documentation	92
4.05 Security Agreement Documentation	96
4.06 UCC 1 Financing Statement Documentation	104
4.07 Assignment of PECFA Proceeds	106
4.08 Assignment of Stock Documentation	108
4.09 Loan Agreement Waiver Documentation	110
4.10 Subordination Agreement Documentation	112

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Section 5.0 Money Desk Procedures	115
5.01 Disbursements	115
5.02 Electronic Funds Transfers (EFT)	118
5.03 Deposits	119
5.04 Cash Management	120
5.05 Daily Transaction Sheets	122
5.06 Authorized Check Signatories	123
5.07 Borrowing Guidelines	124
Section 6.0 Accounting, Financial Control, and Reporting	125
6.01 Accounting	125
6.02 Financial Control	128
6.03 Reporting	132
6.04
Section 7.0 Disaster Recovery Plan	134
Section 8.0 Equity Retirements and Patronage Decisions	136
8.01 General Equity Retirements	136
8.02 Equity Retirements of Liquidating Customers	138
8.03 1099PAT Processing	139
Section 9.0 Grain Credit Analysis	140

2

1.01 Board of Directors
	Under its Articles and By-Laws, Cofina Financial (COFINA) is run by its Board of Directors (the “Board”)
	The Board consists of six members; three CFA and three CHS.
	Day-to-day running of Cofina is delegated to the management team. Lending authorities for all loan, classification and pricing approvals have been delegated to the Cofina Loan Committee, as per the written authority dated February 24, 2003 (See Sec. 1.03 – Loan Committee). The Board retains all approval authority for loan compromises or loan write-offs.
	The Board holds a minimum of four meetings per year at which the management team will report on the operations of the company. The reports include, but are not limited to:
	•    Financial statements
	•    Credit quality of loan portfolio
	•    Credit reviews performed by banks on loan portfolio that have been received by the Chief Financial Officer
	•    Annually, the budget for the next financial year, for Board approval
	•    Annually, the report of the auditors on the financial statements
1.02 Loan Committee
	The Loan Committee is comprised of five members:
	•    The President of Cofina
	•    The Chief Financial Officer of Cofina
	•    Credit Administrator
	•    Director Wholesale Credit
	•    Director Retail Credit
	•    The Member officer rotates on a monthly basis.

3

Three voting members, one of which must be the President or the CFO, are required for the committee to be quorate. The meetings are also attended by the Legal Administrator and the presenting loan officer.

The Loan Committee is scheduled every Monday at 8:00 a.m. Credit reports and back-up data must be provided to the Legal Administrator on or before noon on the Thursday prior to the Monday meeting. The agenda for the meeting must be distributed by Thursday afternoon. Apologies for absence must be given to the Legal Administrator.

The loan officer responsible for each loan on the agenda must attend the meeting to present his credit. If the loan officer is unable to physically attend the meeting, he must join it by telephone. Credits will be held over to the next meeting if the loan officer is unable to attend.

The Loan Committee meets to consider the following actions:

•    Approve new loans

•    Approve revised loans

•    Approve loan extensions

•    Approve annual reviews

•    Approve changes to payment schedule

•    Approve premium or discount pricing from the pricing matrix

•    Approve advances pre-finalization of security

•    Approve releases from security

•    Approve exceptions to the limitations on advances

•    Review loans where there have been violations of the agreement and approve waiver where appropriate.

•    Review loans that have failed the Stressed Realizable Value Test

•    Review loans that have slipped from an Acceptable, non-criticized asset classification

•    Approve loan servicing actions

•    Review progress of loan servicing actions

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•    Approve Loan Service Plans

•    Review progress of Loan Service Plans

•    Approve issuing Liquidation Notice

•    Review discount rates used in Collateral Analysis Worksheet

•    Approve loan classifications

•    Approve outside attorneys to be used for assisting with security requirements

All decisions must be approved unanimously by those voting members attending the Loan Committee meeting.

All decisions must be minuted by the Legal Administrator. Minutes must be signed by the voting members who made the decision and then presented at the next Loan Committee meeting.

The minutes are filed by the Legal Administrator and held in the offices of Cofina for five years before being archived.

5

2.0 - Credit Administration and Approval
2.01 — Scope of Financing
	Cofina primarily offers three types of loans to cooperatives:
	•    Operating Loans - These short-term loans typically finance a portion of the current asset needs of a customer. Operating loans mature annually and are reviewed by the loan officers prior to any extension or renewal. All operating Loan extensions are to be approved by Loan Committee and are limited to a loan period of no more than 14-months beyond the Operating Loan’s initial date of origination.
	•    Term Loans - These long-term loans typically supplement equity in financing the permanent capital needs of a customer. Term loans range in maturity from thirteen months to ten years.
	•    PECFA Loans - Used for the purpose of funding the environmental cleanup process for contaminated petroleum sites in Wisconsin. The State of Wisconsin reimburses the Obligor for the periodic interest charges prior to completion of the project and for the principal balance of the Loan upon completion of the cleanup project. These loans are structured and term loans with four to six-year maturities and, in addition to recourse to the State of Wisconsin, are fully collateralized by the assets of the Obligor.

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2.02 Obligors
	Cofina can make loans to:
	•    local cooperatives
	•    retail operations of regional cooperatives
	•    local or retail cooperative suppliers that benefit Cofina customers
	•    joint ventures where local cooperatives maintain majority ownership.

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2.03 Loan Application
	Credit process commences with the completion of a loan application. In cases of maturing operating loans, Cofina will mail a loan application to the customer for customer board approval at least 90 days before maturity date.
	A copy of an application is attached to this procedure. Each application has three sections that must be completed before Cofina will consider the loan request.
	•    Resolution of Board of Directors - In this section, the applicant’s Board approves a resolution to borrow a maximum amount of money from Cofina. This amount includes any new term debt, the requested Operating loan amount, and any other funding requested. Existing term debt is not included in the new board resolution. The Board Secretary must certify that the Board approved this borrowing resolution.
	•    Application Information - In this section, the customer, Board, and management specify the amount applied for, the purpose of the loans, collateral offered, proposed repayment, and other information important in the credit decision. All parts of this section must be completed.
	•    Signature Page - In this section, all Board officers and directors must provide signatures for future reference on other loan documents. The Board President and Secretary must provide additional information.
	Signed application forms must be submitted along with applicant’s latest audit report and financial planning documents. It is a requirement that the audit report is unqualified.
	If the applicant is a prospective new customer, he must submit the last three years’ audit reports.
	The financial planning documents should include operating budgets, capital expenditure plans and

8

equity servicing plans. Feasibility and marketing plans will also be required if the customer is proposing to commence a new project.

As applications are received, they are date stamped, logged in the Maturity Status Report and given to the loan officer for processing.

Completed and processed applications are placed in the customer loan file.

9

COFINA FINANCIAL
APPLICATION FOR LOAN

Dated:                      2002

Name of Applicant:                                                                                                     

Corporate Address:                                                                                                     

RESOLUTION OF THE BOARD OF DIRECTORS

     This corporation under its Articles of Incorporation and Bylaws has full authority to borrow money and to give security by mortgage, security agreement, pledge, or otherwise, of its own property and of property delivered to it for marketing or otherwise; and all acts prerequisite to the adoption of this resolution have been taken in proper form, time, and manner:

     RESOLVED, That the President, Secretary, Vice President, or any other designated party                                          (officer, director and/or manager) of this corporation, and each of them, are hereby jointly and severally authorized and empowered to obtain for and on behalf of the corporation, from time to time, from COFINA FINANCIAL (Lender) a loan or loans under this resolution, not exceeding in the aggregate the sum of $                                         at any time outstanding, exclusive of amounts authorized to be borrowed under other resolutions submitted to Lender for such purposes:

     1. To execute such application or applications (including exhibits, amendments, and/or supplements thereto) as may be required;

     2. To obligate this corporation in such amounts, at such rates of interest, and on such other terms and conditions, as the officer or officers so acting shall deem proper;

     3. To execute and deliver to Lender or its nominee all such written instruments as may be required by Lender in regard to, or as evidence of, any loan made pursuant to the terms of this resolution;

     4. To pledge, hypothecate, mortgage, convey, or assign property of this corporation, of any kind, and in any amount, as security for any or all obligations (past, present, and/or future) of this corporation to Lender;

     5. From time to time, to pay, extend, or renew any such obligation or obligations;

     6. To reborrow from time to time, subject to the provisions of this resolution, all or any part of the amounts repaid to Lender or Lenders or any of them;

     7. To purchase Lender’s capital stock in the amount of $1,000 at par value, if Borrower currently does not have capital stock equal to or in excess of $1,000. At three years, from the date of Lender’s first loan commitment, Borrower further agrees to retain total stock investment in an amount equal to 3% of its average loan balances for the previous year and to maintain such stock investment for the existence of any indebtedness to Lender, or in such amount as may be prescribed by Lender’s board of directors.

     8. To remit the amounts due directly to Lender for the monthly term payments and interest payments on such loan(s), as billed directly to Lender.

     RESOLVED FURTHER, That the officers of this corporation, and each of them, are jointly and severally authorized and directed to do and/or cause to be done, from time to time, all things which may be necessary and/or proper for the carrying out of the terms of this resolution.

CERTIFICATION

As Secretary of this corporation I certify that this resolution was duly adopted by its Board of Directors at a meeting held on                     day of                                                               , 2002.                                                            

Secretary

APPLICATION FOR LOAN

APPLICANT:                                                                                                     

10

ADDRESS:                                                                                                     

1. Amount Applied for:

Operating:	$	(New Money)
Term:		(New Money)
TOTAL:	$

2.	Purpose of Loan: Operating: Term:
3.	Collateral Offered: If loan(s) are granted, all property mortgaged, pledged, or assigned by Applicant to Lender as security for loans made before or after such loan(s) shall be security for all loans made by Lender to Applicant.
4.	List all liens presently filed against property offered as collateral:
5.	Proposed method of payments:

a)	Applicant will pay the principal of the loan(s) as follows: Operating: Term:
b)	Applicant will pay interest monthly on the unpaid balance at the per annum interest rate prescribed by Lender’s board of directors, as provided for in the loan agreement.
c)	Applicant will be billed directly from COFINA FINANCIAL for the monthly principal and interest payments as provided for in 5(a) and 5(b), and to remit the amounts due directly to Lender.

6.	Is Applicant involved in or threatened with any lawsuit? Yes                      No                      (if yes, describe on a separate sheet)
7.	Applicant agrees to submit annually to Lender, and at such other times as Lender may require, a statement of condition in form approved by Lender. Applicant further agrees that Lender may, at any time that it is indebted to Lender, examine its books, records, and accounts.
8.	If the loan is completed, Applicant agrees to pay to Lender loan set up fees as follows:

Operating Loan Commitment	Documentation Set Up Fee:
Up to $500,000	$	250.00
$500,000 to $1mm	$	500.00
Over $1mm	$	1,000.00
New Term Loan
10 basis points on new commitment, one time fee.

     Applicant further agrees to execute all documents and furnish all instruments required by Lender, necessary for completion of the loan(s).

     Applicant agrees that if, after acceptance of this application, Applicant should be unwilling, or for any reason, unable to close the loan, it will pay all expenses Lender has incurred in its connection.

Page -2-

11

APPLICATION FOR LOAN

The undersigned as duly elected or appointed officers of the corporation named on page one, certify that:

1.	The undersigned are the duly qualified incumbents of the offices as shown opposite the respective names, and that the signatures are true and genuine specimens thereof.
2.	All statements, answers, and representatives are given in connection with this loan application are factual and warranted correct.

PRESIDENT’S NAME:                                                                                                      

Term Expires:                                                             

SIGNATURE:                                                                                                      

ADDRESS:                                                                                                      

SECRETARY’S NAME:                                                                                                      

Term Expires:                                                             

SIGNATURE:                                                                                  

ADDRESS:                                                                                                      

(SIGNATURES REQUIRED BELOW WHEN PARTY IS AUTHORIZED TO SIGN DOCUMENTS)

NAME	SIGNATURE
VICE PRESIDENT NAME:
Address:
DIRECTOR NAME:
Address:
DIRECTOR NAME:
Address:
DIRECTOR NAME:
Address:
DIRECTOR NAME:
Address:
DIRECTOR NAME:
Address:
MANAGER’S NAME:

Page -3-

12

2.04 — Credit Analysis

General	Cofina credit analysis is differentiated based on the size, complexity, and quality of the customer and the proposed loan package. Differential credit analysis, however, needs to follow a consistent format to streamline and simplify analysis and portfolio monitoring processes. This is achieved by completing a standard format credit report.
	As the primary customer contact, the loan officer is responsible for completing the credit reports.
Credit Report	The following framework explains the credit report outline used to document CFA credit analysis and loan package recommendations. A copy of a credit report is attached to this procedure.
	•    Credit Report Cover Sheet – this page provides an executive summary of the customer and requested financing. Customer information on existing loans and current asset classifications are included. The Financial Summary helps identify strengths and weaknesses to be discussed further in the main body of the Credit Report.
	•    Uniform Classification Score worksheet - this page sets out the loan underwriting standards that guide the relationship with the customer. It provides a quantitative analysis of the Customer’s most current, audited financial performance. This analysis involves a weighted score of key financial ratios used in determining a foundation of what is termed a Risk Rating.
	The credit report should clearly demonstrate that these underwriting standards are satisfied, or the loan officer should identify offsetting financial or management strengths that justify the loan. Added loan controls which help minimize credit risk may justify loans where the underwriting standards are not met.
	The interest rate on the loans will be set by matrix depending on the customer’s classification as to these loan standards. The

13

      current pricing matrix is attached. Premium and discount pricing from this pricing matrix will be permitted upon approval of the Loan Committee.

•    Recommendations – This section summarizes
the key factors in this loan relationship and makes a specific recommendation.

•    Overview – This section should provide the reader with an executive summary of the financing request, the financial strengths that support the loan, and the credit risks inherent in the loan. If the requested financing involves significant new term debt for expansion, the economic support or feasibility of the project should be discussed here. Key points raised here should be supported and explained in the main body of the Credit Report.

•    Financial Analysis – This section addresses the financial trends and the liquidity, solvency and profitability strengths and weaknesses of the customer.

      The following financial guidelines are used in this analysis:

Measurement	Guideline
•    Salaries to Gross Margins (%)	<40%
•    Distribution Expense to GM (%)	£50%
•    Local Savings to Sales (%)	>2%
•    Net Worth to Total Assets (%)	50 to 75%
•    Local Net Worth to Local Assets (%)	>50%
•    Accounts Receivable Under 60 Days (%)	>85%
•    Accounts Receivable Over 1 Year (%)	<1%
•    Bad Debt to Sales (%)	<0.1%
•    Inventory to Sales (%)	5 to 10%
•    Working Capital to Sales (%)	7 to 10%
•    Return on Assets (%)	>10%

These ratios are guidelines which Cofina uses as a means to communicate the financial position that it believes will allow most local cooperatives to successfully grow in the future. It is recognized that few customers will meet or exceed all of these guidelines.

If weaknesses are apparent, the loan officer

14

should begin to demonstrate how the customer can and will address issues that raise credit quality problems

Exposure Analysis — This section summarizes risk exposure by presenting key ratios and underwriting standards. This section also addresses capital expenditure and equity retirement plans.

•    Security — This section addresses key issues related to the security filings and security position held by Cofina.

•    Management — This section rates management capabilities and identifies Board or management issues that may affect loan risk.

•    Attachments – Attachments to the credit report should include a liquidity/collateral analysis, comparative financial information, budgets (as needed), working capital analysis (as needed) and the proposed loan agreements.

If a customer shows signs of deteriorating credit quality, the credit report should also include a Loan Service Plan. This section should explain the specific steps the loan officer has planned to address the weaknesses identified in the credit report which cause the deteriorating financial performance and asset quality. Although Cofina strives to help customers resolve financial difficulties, the plans must also address how the Cofina position will be strengthened or preserved.

Completed credit reports are then presented to the Cofina Loan Committee. In the case of renewals, the presentation must take place at least 30 days before maturity date.

Loans will not be approved for new customers which, upon the approval of such loans, will receive an Adverse classification (see Sec 3.02 – Asset Classifications).

Additional loans will not be granted to existing customers with less than a Substandard classification.

15

Date:
Cooperative Name:	Coop Name	Analyst:
City and State:	City, State	FYE:	FYE: Date
Manager:		Years:
Credit Score — Current	FAMAS:	UCS:		0.00	CFA Pricing	0	S	#N/A	T	#N/A
Credit Score — Recmd	FAMAS:	UCS:		0.00	CFA Pricing	0	S	#N/A	T	#N/A
Auditor:		Scope

Loan(s) Requested & Outstanding as of:

	Request	Current	Outstanding	High	Low	Maturity
Loan Type	Amount	Commitment	Balance	Point	Point	Date
Seasonal
Term
TOTAL	$0	$0	$0	Term Amortization (Years):
	Seasonal
Changes	Term
	Other
Total Commitment:		$0

Recommendation(s):

			USC Rating	CFA Pricing
1	Approval of the attached Loan Quality Classification:		0.00	0
2	Approval of a	$ —	Seasonal Line of Credit with a	maturity, expiration and maturity date.
3	Approval of a	$ —	Term Loan. (see terms)

Expiration Date

Maturity Date

Monthly Payment

Date of First Payment

Loan Covenant(s)

* Financial Information:	Unqualified Annual Audit and monthly Financial Statements
* Local Net Worth of no less than:	* Working Capital Minimum of:
* Local Ownership of no less than:	* Seasonal Loan Paydown to Zero for:
* Capital Expenditures of no more than:	* Equity Retirements of no more than:
* Dividends awarded of no more than:

Signatures (required)

Approved Recommendation — Loan Committee Meeting Date:                                         

Loan Committee Member:	Signature:
Loan Committee Member:	Signature:
Loan Committee Member:	Signature:

Financial Summary

	2002			2003			2004
Gross Sales ($):	$	0		$	0		$	0		Completed Uniform
Local Savings ($):	$	0		$	0		$	0		Classification
LLC, Subsidiary Profit/(Loss):	$	0		$	0		$	0		UCS Worksheet — PAGE 2
Ownership (%):		0	%		0	%		0	%	Analysis Reports Attached
Local Ownership (%):		0	%		0	%		0	%	Credit Report Narrative:	x
Local Net Worth ($):	$	0		$	0		$	0		Ratio Analysis	x
Local Leverage (%):		0	%		0	%		0	%	Net Funds Flow Analysis:	x
Loan Commitment to SRV:		0	%		0	%		0	%	Working Capital Analysis:	x
Loan Balance to SRV:		0	%		0	%		0	%	Collateral Analysis:	x
Net Funds ($):	$	0		$	0		$	0		FAMAS Report:	x
Current Ratio:		0.00			0.00			0.00		Other:	x
Working Capital:	$	0		$	0		$	0

16

Coop Name
City, State
FYE: Date

Financial Guidelines

Titles & Ratios/Year	2001				2002				2003				2004
Sales — % Sales Change	$	0	0.0	%	$	0	0.0	%	$	0	0.0	%	$	0	0.0	%	% Sales Increase
Margin $ — % of Sales	$	0	0.0	%	$	0	0.0	%	$	0	0.0	%	$	0	0.0	%	Area Averages
Salaries as a % of Gross Margin	$	0	0.0	%	$	0	0.0	%	$	0	0.0	%	$	0	0.0	%	< 40%
Distribution Expense — % of GM	$	0	0.0	%	$	0	0.0	%	$	0	0.0	%	$	0	0.0	%	< 50%
Interest — % of Gross Margin	$	0	0.0	%	$	0	0.0	%	$	0	0.0	%	$	0	0.0	%
Other Income/(Expense)	$	0			$	0			$	0			$	0
LLC, Subsidiary Profit/(Loss)	$	0			$	0			$	0			$	0
Total Expenses — % of Gross Margin	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%
Local Savings as a % of Sales	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	3 - 5%
Net Worth as a % of Total Assets	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	50 - 75%
Local Net Worth — % of Local Assets	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	> 50%
Loan Covenant Stipulation	$	0			$	0			$	0			$	0			(Compliance/Waiver)
Accounts Receivable Aging
Under 30	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	> 80%
31-60 Days	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	0.00%
61-90 Days	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%
91 Days - 6 Months	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%
6 Months - 1 Year	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	< 1%
Over 1 Year	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	0.00%
Budget	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%
Deferred	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%
Total — % Sales	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%
Bad Debt as a % of Sales	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	< 0.25%
Days Outstanding		0.00				0.00				0.00				0.00
Average AR
Inventory as a % of Sales	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	5 - 10%
Inventory Turns		0.00				0.00				0.00				0.00
Working Capital as a % of Sales	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	$	0	0.00	%	7 - 10%
Current Ratio		0.00				0.00				0.00				0.00			> 1.5:1
Fixed Asset Expenditures	$	0			$	0			$	0			$	0			% of Depreciation
Loan Covenent Guideline — Fixed Assets	$	0			$	0			$	0			$	0			(Compliance/Waiver)
Stock Retired	$	0			$	0			$	0			$	0			Board Decision
Loan Covenent Guideline — Stock	$	0			$	0			$	0			$	0			(Compliance/Waiver)
Return on Assets		0.00				0.00				0.00				0.00
Local Return on Assets		0.00				0.00				0.00				0.00			> 10%
Gross Margin per Employee	$	0			$	0			$	0			$	0
Seasonal Loan Balance at FYE	$	0			$	0			$	0			$	0
Other Loan Balance at FYE (PECFA)	$	0			$	0			$	0			$	0
Term Loan Balance at FYE	$	0			$	0			$	0			$	0
~ Less Current Portion of Term Debt	$	0			$	0			$	0			$	0
Local Net Worth to Term Debt	No Term Debt				No Term Debt				No Term Debt				No Term Debt
Local Leverage		0.00				0.00				0.00				0.00

17

Coop Name
City, State
FYE: Date

Table 1: Working Capital Test

Basic Working Capital Requirements:
Accounts Receivable	Lowest Month:			$	0
Inventory	Fiscal Year End			$	0
Basic Working Capital Required:				$	0
Less 90% of Seasonal Inventory:
Fertilizers:	$	0
Chemicals:	$	0
OTHER (Seed & Twine):	$	0
				$	0
Less: Accounts Payable (10 Day Float)				$	0
Estimated Permanent WC Required (% Sales)		0.00	%	$	0
Working Capital on September 30th:	$	0
Current Portion of Long Term Debt:	$	0
Usable Working Capital (% OF Sales)		0.00	%	$	0
Surplus				$	0
Table 2: Projected Change in Working Capital
Useable Working Capital as of:				$	0
PROJECTIONS
SOURCES:
Local Savings	$	0
Depreciation	$	0
Regional Cash Patronage	$	0
Term Loan	$	0
Regional Stock Retired	$	0
Other	$	0
Total Working Capital Sources				$	0
USES:
Cash Patronage Distributed	$	0
Purchased Investments	$	0
Term Loan Payments	$	0
Stock Retirements	$	0
Fixed Assets	$	0
Other Uses (Taxes)	$	0
Total Working Capital Uses				$	0
Projected Increase (Decrease) in Working Capital:				$	0
Newly Projected Working Capital				$	0

18

Coop Name
City, State
FYE: Date

	Net Funds Available
Add Cash Sources:	2002		2003		2004
Local Savings	$	0	$	0	$	0
Patronage Refunds	$	0	$	0	$	0
Depreciation	$	0	$	0	$	0
Total Sources:	$	0	$	0	$	0
Less Required Cash Uses:
Net of Organizations Investments	$	0	$	0	$	0
Cash Patronage Paid (20%)	$	0	$	0	$	0
Other Required Uses (Taxes)	$	0	$	0	$	0
Total Required Uses:	$	0	$	0	$	0
Net Funds Available	$	0	$	0	$	0
3 YR Average			$	0
Net Funds Used
Fixed Assets Added	$	0	$	0	$	0
Stock Retired	$	0	$	0	$	0
Term Debt Payments	$	0	$	0	$	0
Total Elective Uses:	$	0	$	0	$	0
Net Funds Flow	$	0	$	0	$	0

GUIDELINE: Limit annual Term Debt payment to 50% of 3-Year Average of NFA
(Term Debt Capacity) 3-Year NFA (x) 50% =	$	0
(Debt Pmts/NFA) Term Payments / 3-Year NFA =	No Term Debt
Term Debt Capacity (x) 7-Years to Service Debt =	$	0
GUIDELINE: Local Net Worth to Term Debt Ratio should be 2:1 or more
FYE 19XX Local Net Worth =	$	0
Term Debt (Less Current Portion) =	$	0
Local Net Worth to Term Debt =	No Term Debt		:1

19 

Year Ending		Classifications	Current	New
Account Name		CFA
Location		Wgt UCS Score		#DIV/0!
	If Different than Weighted UCS Score — see notes below è	Rec’d UCS
		Ave Volume

Weight

A1

A2

A3

M4

Adv.

Given

Ratio

1

2

3

4

5

Description

Calculations/Comments

Local Leverage

< 35

%

< 50

%

< 80

%

< 100

%

> 100

%

Total LTD (Less Current)

Ttl LTD =

$

0

LNW =

$

0

25%

#DIV/0!

#DIV/0!

#DIV/0!

#DIV/0!

#DIV/0!

Local Net Worth

Ratio =

#DIV/0!

Debt Service

> 2.5

>2.0

> 1.5

> 1.0

< 1.0

Net Funds Available

3-Yr NFA =

$

0

Current LTD =

$

0

15%

Coverage

#DIV/0!

#DIV/0!

#DIV/0!

#DIV/0!

#DIV/0!

Current Portion LTD

Ratio =

#DIV/0!

Liquidity -

> 2.0

> 1.5

> 1.25

> 1.0

<1.0

Current Assets

CA =

$

0

CL =

$

0

10%

Current Ratio

#DIV/0!

#DIV/0!

#DIV/0!

#DIV/0!

#DIV/0!

Current Liabilities

Ratio =

#DIV/0!

Collateral

< 40

%

< 60

%

< 75

%

> 75

%

> 90

%

Total Liabilities

CFA Liabilities =

$

0

Est. Mkt Value=

$

0

10%

#DIV/0!

#DIV/0!

#DIV/0!

#DIV/0!

#DIV/0!

Estimated Market Value

Ratio =

#DIV/0!

Local Net

> 4.0

%

> 2.0

%

> 1.0

%

> 0.0

%

< 0.0

%

Local Net Savings

LNS =

$

0

Gross Sales =

$

0

25%

Savings

#DIV/0!

#DIV/0!

#DIV/0!

#DIV/0!

#DIV/0!

Gross Sales

Ratio =

#DIV/0!

Management

ç Enter the weight value in the corresponding cell, as determined by the Loan Office.

AR < 60 Days = $                    ,

AR > 6-Months = $

15%

(Trends, Environmental)

—

—

—

—

—

Inventory Turns =                      , Environ Issues:

Comments:

RECOMMENDATIONS:

• Approval of the attached Loan Quality Classification Worksheet. A1,2,3,4,5 etc

• Approval of a $                     seasonal loan with a      /      /       maturity, expiration and reinstatement date.

• Approval of a $                     term loan.

Expiration Date	/       /02
Maturity Date	/       /
Monthly Payment		$
Date of First Payment	/       /02

•	Limitation on Advances: (If none, list NONE)
	Advance term prior to seasonal            Yes       No

• Limit seasonal/term advances until receipt of board resolution and loan application authorizing borrowing in the amount of $                    .

• Limit seasonal/term until receipt/completion of:

◊	Security interest
◊	Assignment of Investment in Cenex Harvest States
◊	Assignment of Investment in Land O’Lakes, Inc.
◊	Assignment of Other Investment
◊	Completion of Real Estate Mortgage requirements

• $                     of the term loan commitment is limited until receipt of an acceptable feasibility study.

• Limit Seasonal/Term until receipt/completion of:

• Security Interest

• Assignment of investment in Cenex Harvest States

• Assignment of investment in Land O’Lakes, Inc.

• Assignment of investment in Other Investment

• Real estate mortgage in the amount of $                    , covering:

• Loan Agreement Conditions:

• Financial information: Unqualified annual audit and monthly financial statements

• Cash Patronage:                     %

• Fixed Assets: $                    .

• Equity Retirements: $                    .

• Local Net Worth of no less than:

• Local Net Ownership:

22

• Capitalization Requirement:

• Working Capital:

• Budget/Financial Plan:

• Seasonal Loan Zero-Out Provision:

• Account Receivable Aging:

• Other:

23

OVERVIEW:

This section should provide the reader with an executive summary of the financing request, the financial strengths that support the loan, and the credit risks inherent in the loan(s). Key points raised here should be supported and explained in the main body of the credit report.

LOAN REQUEST:

The loan officer should rate the financial trends of the customer. The rating must be consistent with the facts presented in the comparatives and the rest of this credit report.

LOAN(S) IN PARTICIPATION:

Outline actions and requirements as tied to Loan Participation.

FINANCIAL TRENDS:

Strong	Improving	Erratic
Consistent	Deteriorating	Poor

Comments:

PROFITABILITY (To include most recent year, projected year and year-to-date):

This section should do more than just report local savings numbers and percentages. It should also identify factors that lead to existing or potential weaknesses in profitability. Profitability and operations analysis are essential in evaluating the long-term repayment capacity of a customer.

SOLVENCY:

Solvency is the evaluation of the customer’s equity financing for the business. The loan officer needs to evaluate adequacy, leverage and trends

LIQUIDITY:

           Surplus Adequate Inadequate

Comments: (Working Capital analysis, projected change and seasonal loan activity)

The above liquidity ratings are based on the working capital analysis attached to the credit report.

Accounts Receivable Control:
Accounts aged less than 60 days:

23

Accounts aged more than 90 days:
Allowance for doubtful accounts:

Comments:

Inventory Controls:

This section should take a look at the customers’ ability to effectively manage the inventory levels and turnovers, particularly for merchandise type inventories.

REPAYMENT RECORD:

           Satisfactory Unsatisfactory

This section should address the repayment history of the seasonal and term loans. With seasonal loans, the key question is whether seasonal loan use matches the customer’s working capital financing of permanent current assets.

EXPOSURE ANALYSIS:

This section primarily provides a summary of the key ratios and loan underwriting measures used to summarize risk exposure.

Seasonal loan to effective working capital:                      : 1 (low/moderate/high)

Current Ratio:                      UCS (    )

Local net worth to long term debt:                      : 1 (low/moderate/high)

Local Leverage (LTD/LNW):                     % UCS (    )

The attached collateral report analysis suggests a positive cash remaining position of $ for the fiscal year ending       /       /      . This resulted in a Collateral Penetration (total COFINA liabilities/Stressed Realized Value) of                     %. UCS (    )

During 20xx the cooperative generated $                      of net funds available and the three year average net funds available $                     .

The monthly term loan payments of $                      ( $                      annually) correlate to a      - year amortization remaining. The payments required       % of the 200X net funds available and                      % of the three year average net funds available. This correlates to a Debt Service Coverage (3-Years Average NFA/Current Portion of LTD) of                     : 1. UCS (    ).

2003 CAPITAL EXPENDITURE PLANS: $                     .

24

This section should identify the total dollars planned in capital expenditures for the coming year. Major expenditures can be highlighted in the following table. Typically, management’s fixed asset budget is attached to the credit report.  

2003 EQUITY RETIREMENT PLANS: $                    .

In addition to identifying the planned equity retirements for the coming year, this section should identify the board of director’s equity retirement policy.

SECURITY:

          Adequate Inadequate

In this section, the loan officer summarizes information on the collateral analysis attached to the credit report and identifies the basis (security interests and real estate mortgages) for Cenex Finance security position. The loan officer should address environmental issues in this section.

Collateral Analysis: +/- $
COFINA Loan Balance/SRV:                     %. UCS (     ).

Real Estate Mortgage:

Covering

Dated:      /     /      Amount: $
Dated:      /     /      Amount: $
Dated:      /     /      Amount: $

Security Interest:

Dated:      /     /                         Last Continued:      /     /     .

Assignment of Cenex stock dated:      /     /     .
Amount at last FYE: $          .

Assignment of Land O’Lakes, Inc. stock dated      /     /     . .
Amount at last FYE: $        .

Investment in Cofina at the close of the Fiscal Year End: $               .

MANAGEMENT:

Very Good Good Adequate Unsatisfactory

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Comments (Facts only):

In this section the loan officer should address management facts which have a bearing on credit risk.

OTHER ISSUES

ATTRIBUTING LOAN INFORMATION (Through guarantee or ownership):

ENVIRONMENTAL CONTINGENCIES:

OTHER LIABILITIES: (Capital Leases, contracts, other financing, contingent liabilities — recourse receivables, etc.)

LOAN COVENANT COMPLIANCE:

	Stipulated	Actual
Loan Covenant	Performance	Performance	Action
Financials	Unqualified/Monthly Reporting
Cash Patronage	%	%
Capital Expenditures	$	$
Stock Retirements	$	$
Local Net Worth	$	$
Capitalization	%	%
Working Capital	$	$
Budget/Financial Projections
Seasonal Pay Down
Other

UCS/COFINA rating: (Comment on any deviations.)

ACCOUNT SUMMARY:
Strengths of the cooperative:
1. List strengths

Weaknesses of the cooperative:
1. List weaknesses

LOAN SERVICE PLAN/STRATEGY:

Note both if a Loan Service Plan is completed and summarize the progress of the plan, if applicable.

Attachments:

C Comparative Financial Information

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C	Budgets (as needed)
C	Working Capital Analysis (as needed)
C	Liquidity/Collateral Analysis
C	Formal Loan Servicing Plan on all accounts rated M4 or lower

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PRICING MATRIX
10/1/03

	Base Rate
SEASONAL LOAN RATES	plus/minus		4.60%
Premium 1		-0.35
Premium 2		-0.75
Large Level 1		-0.50
Small Level 1		-0.25
Large Level 2		-0.25
Small Level 2		0.00
Large Level 3		0.00
Small Level 3		0.25
Large Level 4-A		1.00
Small Level 4-A		1.25
Large Level 4-B		2.00
Small Level 4-B		2.25
Large Level 5		2.75
Small Level 5		3.00

	Base Rate
TERM LOAN RATES	plus/minus		4.85%
Premium 1		-0.60
Premium 2		-0.75
Large Level 1		-0.50
Small Level1		-0.25
Large Level 2		-0.25
Small Level 2		0.00
Large Level 3		0.00
Small Level 3		0.25
Large Level 4-A		1.00
Small Level 4-A		1.25
Large Level 4-B		2.00
Small Level 4-B		2.25
Large Level 5		2.75
Small Level 5		3.00

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2.05 — Collateral Analysis

General	Repayment capacity represents the first and primary source of repayment for each loan transaction and relationship between Cofina and its customers. Even though collateral is only an alternative source of repayment, analysis of this source is important in determining a sound credit package.
Collateral Analysis	There are four broad categories of collateral. The ability to convert the assets to cash (their liquidity) is the primary means of distinguishing between the categories. They are presented in the order of liquidity:

• Current Assets — This category includes all items that a customer would typically convert to cash in less than one year. Cofina should be able to liquidate these assets in a very short period of time and at minor selling costs. These security items might include marketable securities, accounts receivable, and inventories.

• Equipment and Rolling Stock — These security items can include all the machinery, equipment, and non-licensed vehicles used in the operation. Most of these assets can be sold to other similar operations, but the time to sale and cost of sales are higher than for current assets.

• Facilities and Related Real Estate-This category includes all of a customer’s investment in buildings, improvements, and related land. While these collateral items provide sound, stable security for very long- term loans, the value of the collateral is very uncertain. This is particularly true of single use facilities. In addition, the collection and liquidation costs can be quite high.

• Investments — This category includes investments in other businesses, including cooperatives, where the ability to convert the investment to cash is at best uncertain, and frequently outside of the customer’s control. These assets typically offer uncertain security value, but may represent important customer control aspects of the loan relationship.

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The Cofina collateral analysis begins with a worksheet designed to show book value and to estimate the Stressed Realizable Value for each category of secured assets. “Stressed Realizable Value” means, with respect to any Receivable, the value of all Related Security with respect thereto as calculated by Cofina using the customer’s most recent financial statements. The Stressed Realizable Value shall be calculated on a monthly basis. “Book Value” means the value of a customer’s assets as calculated in accordance with the Credit Manual using such customer’s most recent fiscal year end audited financial statements received. The Collateral Analysis Worksheet and related assumptions sheet are attached to this procedure to show the analysis format and to show the discount factors used for asset valuations. The discount rates* used in this worksheet are subject to periodic review by Cofina Loan Committee.

The real property is first matched to real estate mortgages to assure security coverage, and then it is evaluated for Stressed Realizable Value.
This collateral analysis is included with each credit report. A net realizable value analysis is reviewed by the loan officer, on a quarterly basis, for all adversely classified loans.

* Audited statements normally report a detailed breakdown of both Inventory and Account Receivable asset categories. Cofina will discount each of the individual asset categories as indicated on page two of the attached Collateral Analysis Worksheet.

However, in the unaudited monthly financial statements utilized in the monthly Stressed Realized Value analysis, such details are not available and are thus discounted per the schedule noted on page one of the attached Collateral Analysis Worksheet under the column entitled “2002”.

The analysis then requires the calculation of the “Loan Balance — Stressed Realized Value” ratio.

The definition of Loan Balance is the amount owed by the customer to Cofina as of the close of the month under review.

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The Collateral Management Test indicates the Loan Balance (LB) as compared to the Stressed Realized Value (SRV) must be no more than 60%.

If the cooperative’s LB to SRV exceeds this ratio limit, an additional two-prong test must be implemented and passed in order for Cofina to move forward with any loan consideration.

Test One

• The organization’s Debt Service Coverage Ratio must be 2.00 to 1 or greater.

o Debt Service Coverage Ratio is determined by the following equation:

§ 3-Year Average of Net Funds available (NFA) 1 as compared to the anticipated Current Portion of Long Term Debt

Test Two

• The organization must have a history of positive Local Net Earnings.

Failure to pass either of the secondary tests disqualifies prospective patrons from working with Cofina.
Failure by an existing customer requires to be reported directly to the Loan Committee. The existing loan will then become subject to a loan servicing action.

Should the loan candidate pass the above testing process, additional loan management practices should be put in place to closely monitor’s collateral position.

Such practices may include, but are not limited to, restrictive loan covenants governing cash management practices, minimum Local Net Worth stipulations and/or the execution of additional collateral security measures.

Such collateral security measures may include additional mortgage securities, the assignment of investments to Cofina or third-party guarantees.

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	Collateral Analysis Worksheet
	(Yearly)
	FYE 2001 (Prior Year End)		FYE 2002 (Most Recent Year End)
	Book	Stressed	Book	Stressed
	Value	Realized Value	Value	Realized Value
Assets:
Cash	$0	100% of Book	$0	100% of Book
Accounts Receivable	$0	Discounted per Table listed below	$0	Discounted per Table listed below
Other Receivables	$0	85% of Book Value	$0	85% of Book Value
Prepaids	$0	85% of Book Value	$0	85% of Book Value
Inventory	$0	Discounted per Table listed below	$0	Discounted per Table listed below
Real Property	$0		$0
REM — Report Prpty Secured	$0	100% of Book Value or	$0	100% of Book Value or
REM — Report Prpty Secured	$0	Secured Mortgage	$0	Secured Mortgage Value
REM — Report Prpty Secured	$0	Value — Lessor of two	$0	— Lessor of two
Machinery & Equipment	$0	65% of Book Value	$0	65% of Book Value
Vehicles	$0	0% of Book Value	$0	0% of Book Value
(Less) Other Secured Creditors	$0	100% of Book Value	$0	100% of Book Value
Other Assets	$0	0% of Book Value	$0	0% of Book Value
Investments:
COFINA Equity	$0	100% of Book Value	$0	100% of Book Value
Secured Equity Position	$0	10% of Book Value	$0	10% of Book Value
All Remaining Investments	$0	0% of Book Value	$0	0% of Book Value
Total Secured Assets	$0	$0	$0	$0
Plant, Property, and Equipment Total	$0		$0

	FYE 2001	FYE 2002
Liabilities:
COFINA — Seasonal	$0	$0
COFINA — Term	$0	$0
COFINA — Other	$0	$0
Total	$0	$0
Asset Realization	$0	$0
Cash Remaining	$0	$0

	FYE 2001	FYE 2002
Investments:
CHS	$0	$0
Land O’Lakes	$0	$0
Cofina Financial	$0	$0
Other Stock	$0	$0
Total Investments	$0	$0
	$0	$0
Seasonal Loan Commitment
Loan Balance to SRV	0.00%	0.00%
Loan Commitment to SRV	0.00%	0.00%
Local Net Savings	$0	$0

Denotes: Cofina holds a secured position on such investments

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AR and Inventory Discount Tables — utilized when such asset breakdown is available.

ACCOUNTS
RECEIVABLE	Prior Year End				Most Recent Year End
	Book Value		SRV		Book Value		SRV		Multiplier			Discount
CURRENT	$	0	$	0	$	0	$	0		90	%		10	%
31 TO 60 DAYS	$	0	$	0	$	0	$	0		85	%		15	%
61 TO 90 DAYS	$	0	$	0	$	0	$	0		65	%		35	%
91 DAYS TO 6 MONTHS	$	0	$	0	$	0	$	0		65	%		35	%
6 MONTHS TO 1 YEAR	$	0	$	0	$	0	$	0		50	%		50	%
OVER 1 YEAR	$	0	$	0	$	0	$	0		0	%		100	%
DOUBTFUL ACCOUNTS	$	0	$	0	$	0	$	0		0	%		100	%
TOTAL	$	0	$	0	$	0	$	0

INVENTORY	Prior Year End				Most Recent Year End
	Book Value		SRV		Book Value		SRV		Multiplier			Discount
GRAIN @ .75	$	0	$	0	$	0	$	0		65	%		35	%
FEED @ .75	$	0	$	0	$	0	$	0		65	%		35	%
SEED @ .90	$	0	$	0	$	0	$	0		90	%		10	%
PETROLEUM @.90	$	0	$	0	$	0	$	0		90	%		10	%
FERTILIZER @ .90	$	0	$	0	$	0	$	0		90	%		10	%
CHEMICALS @.90	$	0	$	0	$	0	$	0		90	%		10	%
BATTERIES @ .65	$	0	$	0	$	0	$	0		65	%		35	%
TIRES & TUBES @ .65	$	0	$	0	$	0	$	0		65	%		35	%
TWINE @ .65	$	0	$	0	$	0	$	0		65	%		35	%
MISC @ .65	$	0	$	0	$	0	$	0		65	%		35	%
TOTAL	$	0	$	0	$	0	$	0

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	Collateral Analysis Worksheet
	(Monthly)
	FYE 2002 (Most Recent Year End)		Jan. 03 (Most Recent Month End)
			Monthly
	Book	Stressed	Financials	Stressed
	Value	Realized Value	Value	Realized Value
Assets:
Cash	$0	100% of Book	$0	100% of Month End Statement Value
Accounts Receivable	$0	Discounted per Table listed above	$0	85% of Month End Statement Value
Other Receivables	$0	85% of Book Value	$0	85% of Month End Statement Value
Prepaids	$0	85% of Book Value	$0	85% of Month End Statement
Inventory	$0	Discounted per Table listed above	$0	85% of Month End Statement Value
Real Property	$0		$0
REM — Report Prpty Secured	$0	100% of Book Value or	$0	100% of FYE Book Value or
REM — Report Prpty Secured	$0	Secured Mortgage	$0	Secured Mortgage Value —
REM — Report Prpty Secured	$0	Value — Lessor of two	$0	Lessor of two
Machinery & Equipment	$0	65% of Book Value	$0	65% of FYE Book Value
Vehicles	$0	0% of Book Value	$0	0% of FYE Book Value
				Increase — 0% of Change
Change in PPE from FYE			$0	Decrease — 65% of Change
(Less) Other Secured Creditors	$0	100% of Book Value	$0	100% of FYE Book Value
Other Assets	$0	0% of Book Value	$0	0% Month End Statement Value
Investments:
COFINA Equity	$0	100% of Book Value	$0	100% of FYE Book Value
Secured Equity Position	$0	10% of Book Value	$0	10% of FYE Book Value
All Remaining Investments	$0	0% of Book Value	$0	0% of FYE Book Value
Total Secured Assets	$0	$0	$0	$0
Plant, Property and Equipment Total	$0		$0

	FYE 2002		Jan. 03 (Most Recent Month End)
Liabilities:
COFINA — Seasonal	$	0	$0
COFINA — Term	$	0	$0
COFINA — Other	$	0	$0
Total	$	0	$0
Asset Realization	$	0	$0
Cash Remaining	$	0	$0

	FYE 2002			Jan. 03 (Most Recent Month End)
Investments:
CHS	$0			$0
Land O’Lakes	$0			$0
Cofina Financial	$0			$0
Other Stock	$0			$0
Total Investments	$0			$0
Seasonal Loan Commitment	$0			$0
Loan Balance to SRV		0.00	%		0.00	%
Loan Commitment to SRV		0.00	%		0.00	%
Local Net Savings	$0			$0

Denotes: Cofina holds a secured position on such investments

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2.06 — Environmental Analysis

General	The purpose of this procedure is to create awareness of the potential liability of the customer and the credit risk to Cofina due to contaminated property.
	Many Cofina customers utilize      hazardous chemicals or other products that      produce hazardous wastes in the sound operation of their businesses. These wastes and the customer’s approach in disposing of them, in a legally sound manner, can impact the credit quality of the loan relationship with the customer.
Loan Agreement	Each credit report should address environmental issues that have arisen with the customer in the past year and the steps taken or to be taken by Cofina to manage credit risk. Each loan agreement should include the following sections with language to address environmental issues:

• Conditions - General insurance coverage, including coverage for environmental problems.

• Environmental — This section addresses licenses, tank registration, and indemnity requirements for Cofina loans. Also, the customer warrants that it is in compliance with all federal, state, and local environmental laws regarding owned or leased property.

The loan officer may recommend additional language concerning environmental issues specific to the customer relationship.

Collateral Loans	Contaminated Land - Cofina will not generally secure contaminated property as collateral for a loan unless there is a state fund, where proceeds are available and assignable, which assists in the clean-up of the specific parcel. The loan officer may recommend an exception to this requirement, provided the Cofina loan and collateral are adequately protected.
	Cofina may enter into loans specifically for the clean up of contaminated property, provided there is state funding available for clean-up expenses. Such

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loans will be made separately for specific parcels and contamination. The loan officer should consider and recommend whether assignment of state funds is appropriate given the credit risk of the customer. Contamination loans require documentation of paid expenses (receipts, bills, or canceled checks) prior to advancing funds.

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2.07 — Construction Lending

General	Loans to new or existing customers undertaking substantial construction projects represent added credit risks to Cofina. Properly managing those risks is important in assuring a sound loan to the customer. This procedure identifies specific risk management tools to be considered when a customer is undertaking a substantial construction project.
	For the purpose of this procedure, a substantial construction project is one that represents 50% of the customer’s local net worth or $1,000,000, whichever is less. When a construction project undertaken by a customer exceeds this amount, the loan officer should evaluate the customer’s ability to effectively manage the construction process and evaluate the risk management tools appropriate for the loans associated with the project. The evaluation will be included in the credit report, with specific recommendations on construction lending requirements.
	The loan officer has the flexibility to utilize these risk management tools, even when the project is less than the amounts prescribed above.
Risk Management Tools	The following tools should be considered and evaluated when Cofina finances a substantial construction project:

• Feasibility Studies - A feasibility study provides the customer and Cofina with information about construction costs and the customer’s ability to generate the earnings and cash flow to support the project. The market or trade territory information, sales and margin estimates, and anticipated costs should be realistic. The loan officer must critically evaluate the “bottom line” of the project as net income represents a primary source of repayment for related loans. Another key issue is management’s ability to manage the resulting business operation and leverage position.

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•	Construction Contract - A construction contract provides the specific details of performance by the contractor (typically a general contractor), the payment requirements and other details concerning the project. This is a vital tool in substantial construction projects and is expected when Cofina provides construction or permanent financing. The loan officer should consider requiring that the customer have the contract evaluated by a third-party construction engineer to assure that the contract is realistic and consistent with the needs of the customer.
•	Performance Bond/Payment Bond — A performance bond provides an insurance policy which assures contractor performance on the construction contract. If the loan officer recommends not requiring a performance bond, the contractor’s financial position and credit references should be evaluated to determine the financial ability to meet contract requirements. The customer’s overall financial strength and project management skills should also be evaluated before waiving the need for a performance bond.
	A payment bond provides assurances that the material and labor used in the project will be paid for. It does not provide as much protection for the customer as the performance bond which assures completion of the project as specified in the construction contract. However, this may be an appropriate alternative given a smaller or less complex construction project.
	This requirement will not be waived absent evidence of a strong and liquid customer classified as Acceptable.
•	Lien Waivers - A lien waiver is a legal document provided by the general contractor and the sub-contractors to the customer which specifies that the labor and materials provided by the sub-contractor or supplier have been paid for and that no mechanic’s liens can or will be filed on the construction property for the specific work and/or materials covered by the waiver.

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• Comprehensive General Liability/Builders Risk Insurance - This type of insurance coverage is provided by the customer and provides Cofina (as loss payee) with protection against contractor liabilities arising out of the construction project.

• Title Insurance - A title insurance policy provides the customer and Cofina protection on the security for the loan.

In some cases, the loan officer may want to establish a separate construction loan, with disbursements tied to a specific contract payments and lien waivers, and with a maturity that matches the expected completion date of the project. These loans are expected to be repaid by other, permanent sources of financing, that may include Cofina.

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2.08 — LLC Lending

General	Loans to LLC’s may have credit risks and credit considerations unique beyond traditional cooperative lending. Properly managing those risks is important in assuring a sound loan portfolio. This procedure identifies specific additional steps to be followed when lending to LLC’s.
Additional LLC Lending Procedures	When considering loans to LLC’s, the loan officer and loan committee will include consideration of the following criteria:

• In lending to a new LLC, a written guarantee is required from each owner. Normally such guarantee is to be offered jointly and severally to the total indebtedness. However, it may be offered severally if each of the owners has an asset classification of no less than Acceptable. As the LLC develops its own operating performance history, the guarantee requirement can be reduced accordingly.

• The original Loan Agreement to any new LLC shall have, among other covenants, a covenant requiring a minimum net worth to assets in the 35-40% range. If designed as a dollar level of minimum local net worth, it should have the same impact relative to the assets of that LLC. The owners must acknowledge this financial covenant either by countersigning the Loan Agreement or within the guarantee.

• Each owner shall provide an audit prior to closing on a new loan to the LLC. Such annual audits will be a requirement until a guarantee is no longer required by such owner.

• An annual asset classification will be completed and established on each owner. This will aid Cofina in evaluating the strength of each of the guarantor’s and therefore the guarantees.

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• In some cases, one or more owners may have a lower asset classification than the LLC. Then it becomes imperative to determine that the LLC asset classification is justified either based on the joint and several structure of the owner guarantees’ or the merits and strengths of the LLC based on its operating history and performance.

• In measuring the total credit exposure of any owner, it is necessary to add any amount of any guarantee to the LLC offered by that owner to the direct commitment of the owner.

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2.09 Loan Agreement

The standard loan agreement used in loans from Cofina is attached to this procedure. The language is standardized to enhance the clarity of the documents. However, the loan officer recommends specific limits and covenants for each customer that address the credit risk management needs of Cofina.

The following identifies key areas in the standard loan agreement where the loan officer recommends language or information that is specific to the customer.

• Loan Amounts — This area specifies the new, present, and total loans for the customer in the new loan package.

• Limitations on Advances — This area specifies any limitations on disbursements for a specific customer. Limitations may require completion of security documents, may require payments directly to third parties, or similar restrictions which assure the proper use and security for Cofina loans.

• Notes and Security — This area includes standard language as well as customer specific language when new real estate mortgages or security interest are taken.

• Cash Patronage — This area limits the cash patronage refunds allowed by the cooperative without Cofina consent. The minimum amount is 20 percent, but can be changed to reflect the cash flow position of the customer.

• Dividends and Retirements of Equities This area, when used, limits the cash dividends and equity retirements to reflect the cash flow position of the customer.

• Capital Expenditures — This area, when used, limits capital expenditures to reflect the cash flow position of the customer.

• Repayment — This area specifies the repayment requirements and final maturity for all loans.

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• Expiration — This area specifies the date when the various loans expire and advances are no longer available.

• Financial Reporting — All new customers are required to have annual independent unqualified audits, as well as internal monthly financial statements and other financial data, such as accounts receivable aging, as requested by Cofina.

In addition, the loan officer has the ability to recommend additional covenants that contribute to effective customer and loan servicing.

The draft loan agreement is attached to the credit report presented to the Loan Committee for its approval.

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LOAN AGREEMENT

BORROWER: #

NEW LOAN	PRESENT LOAN	TOTAL LOANS
$4,000,000.00 — Seasonal		$	4,000,000.00	— Seasonal
	$1,279,950.00 — Term (T08)		1,279,950.00	— Term (T08)
		$	5,279,950.00	— Total

COFINA FINANCIAL (COFINA) agrees to make the above new loan to the Borrower. This loan agreement will replace in its entirety any existing loan agreement between Borrower and COFINA, and all existing indebtedness of Borrower to COFINA under any such existing loan agreement and its related notes shall be deemed to be a loan advanced under this agreement and any new note given in connection with this agreement. Any existing security and other collateral agreements shall remain in place and all existing loans, as well as new advances made under this agreement, will be secured by the collateral granted in such existing security and collateral agreements.

Borrower’s present indebtedness to COFINA and/or commitments outstanding (entitled Present Loan) in the above heading are consolidated and made subject to all the security requirements, terms, and conditions of this agreement.

PURPOSE:	Advances made under this agreement shall be used only for the purposes specified in the application for loan.
DISBURSEMENT:	COFINA’s commitment and obligation to disburse the full amount of the loan shall terminate as provided herein, unless earlier terminated by COFINA upon a default by Borrower.
	To facilitate payments and reborrowings under this agreement, the Borrower is authorized to reborrow all sums paid by Borrower on the seasonal loan up to and including the due date for the loan provided for in this agreement, but the total amount outstanding for the seasonal loan at any time shall not exceed the commitment.
RENEWAL:	Funds advanced under this agreement shall be used, first, to repay and refinance any amounts outstanding under any prior loan agreements and notes from Borrower to COFINA unless COFINA has agreed in writing to a different application of such advances.
INTEREST:	All outstanding loan balances hereunder shall bear interest at the risk-adjusted variable rate determined by applying the COFINA Pricing Matrix to the COFINA Base Loan Rate. Interest on each loan shall be payable on the day of each month as COFINA may specify. The rate of interest charged hereunder shall not be usurious and COFINA agrees to adjust such rates to make the same non-usurious in the event a court of competent jurisdiction determines after exhaustion of all appeals that said rate is usurious.
NOTES AND SECURITY:	Advances made under this agreement shall be evidenced by note or notes acceptable to COFINA and shall be secured to the extent of all security and collateral granted to COFINA.
	All property mortgaged, pledged, or assigned to COFINA as security for these loans, or as security for any other loans of COFINA to Borrower before or after these loans, shall be security for all loans made by COFINA to Borrower.

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NEGATIVE PLEDGE:	Without prior written consent by COFINA, Borrower shall not sell, assign, transfer, convey, mortgage, pledge or grant a security interest in any of its assets or enter into any guarantee agreements, except for sales of inventory in the ordinary course of business, whether voluntarily, involuntarily or by operation of law. In the event Borrower shall sell, assign, transfer, convey, mortgage, pledge, or grant a security interest in any of its assets, whether voluntarily, involuntarily or by operation of law, a default shall be deemed to have occurred under this Agreement, and any other agreements executed by the Borrower and COFINA, and COFINA shall be entitled to pursue any and all rights and remedies available to it under this agreement or otherwise.
ASSIGNMENT:	The Borrower acknowledges and agrees that COFINA may assign directly or indirectly its rights and obligations hereunder, in whole or in part, in its sole and absolute discretion, including, without limitation, to one or more special-purpose companies (an “SPC”) as part of the securitization of certain loans made by COFINA. The Borrower may not assign its rights and obligations under this agreement without the prior written consent of COFINA (or its assignee).
SET-OFF WAIVER:	All payments required to be made by Borrower hereunder shall be made without set-off, deduction or counterclaim of any kind on the date due in immediately available funds to such account specified by COFINA (or its assignee).
NON PETITION AND LIMIATION ON PAYMENTS:	The Borrower hereby covenants and agrees that if COFINA assigns any of its rights and obligations under this agreement to an SPC, Borrower shall not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law, for one year and a day after the latest maturing indebtedness of the SPC is paid in full.
	Notwithstanding any provisions contained in this agreement to the contrary, no assignment by COFINA of its rights under this Agreement to a SPC shall constitute a corporate obligation, liability or claim (as defined in the Section 101 of the U.S. Bankruptcy Code) on the part of the SPC or any subsequent transferee from the SPC to make additional advances after the date of the assignment and COFINA shall remain wholly liable for any such future advances.
BORROWING NOTICES AND PAYMENT NOTICES:	Borrower shall authorize employee(s) and other person(s) to prepare and submit Borrowing Notices for advancing funds and Payment Notices for repaying funds to COFINA, which notices shall be in such form as COFINA shall prescribe from time to time, and COFINA may rely on any such Borrowing Notice or Payment Notice without further inquiry as to the validity or genuineness of such notice. Borrower shall give COFINA prior written notice of each request for advance or repayment of funds by facsimile or e-mail (with digital signature). Any such notice shall be effective, upon receipt by COFINA. Any such notice must be received by COFINA on or before 11:15 AM (Central Standard Time) on the day of the transaction.
	Borrower acknowledges that there are certain risks inherent in transmitting information over the Internet that are beyond the control of COFINA. Borrower agrees that COFINA, its officers, employees, agents, affiliates, subsidiaries and transferees will not be liable for any losses for any cause over which they have no direct control, including, but not limited to, the failure of utilities, mechanical or electronic equipment or

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communications lines, telephone or other interconnect problems; unauthorized access, theft, viruses or operator errors; severe weather, earthquakes or floods; strikes or other labor problems, and any other force majeur. In no event will COFINA, or any of its officers, employees, agents, affiliates, subsidiaries or transferees have any liability for any consequential, incidental, special, indirect or punitive damages (including lost profits, trading losses and damages) that result from inconvenience, delay or loss of the use of the Internet system or COFINA’s access to such system even if COFINA has been notified of the possibility of such damages. COFINA reserves the right to service, repair and upgrade, and deny access to, its e-mail capability at any time without prior notice.

CORPORATE EXISTENCE:	Borrower agrees that it will preserve its corporate existence and not, in one transaction or a series of related transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets, or will not change the state of its incorporation, its corporate name, principal place of business or corporate address without providing COFINA with 30 days’ prior written notice.
CONDITION PRECEDENT STOCK INVESTMENT:	At the inception of this loan Borrower agrees to purchase capital stock of COFINA equal to or in excess of $1,000 at par value if Borrower currently does not hold capital stock of COFINA having a par value equal to or in excess of $1,000.
GOVERNING LAW:	This agreement, and the relationship between the parties, shall be governed and construed under the internal laws of the State of Minnesota. It is the intention of the parties that the choice of law rules of the State of Minnesota shall not apply, but that all conflicts or controversies arising under or related to this agreement and relationship shall be governed by the procedural rules and substantive law of the State of Minnesota.
CONDITIONS:	While loans are outstanding under the terms of this agreement, Borrower agrees to comply with the following conditions:

1.	COOPERATIVE STATUS: Borrower agrees to maintain its status as a cooperative corporation.
2.	STOCK INVESTMENT: No later than three years from the date of COFINA’s first loan commitment, Borrower further agrees to retain total stock investment in COFINA in an amount equal to 3% of its average loan balances for the previous year, or in such amount as may be prescribed by COFINA’s board of directors, and to maintain such stock investment for the existence of any indebtedness to COFINA, an SPC or any affiliate of COFINA. COFINA shall have a first lien and security interest in its capital stock or other equities now owned or hereafter acquired by Borrower and Borrower shall pledge such stock or equities to COFINA as security for all existing and future indebtedness of Borrower, and Borrower acknowledges and agrees that such security interest is registered to COFINA.
3.	INSURANCE: Borrower shall maintain reasonable adequate insurance coverage for the business in which Borrower is engaged for all risks usually insured by business concerns, by reliable insurers, and shall obtain fidelity bonds covering officers and employees in their fiduciary capacities as may be deemed appropriate by COFINA or as COFINA may require.

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4.	FINANCIAL INFORMATION: Borrower shall furnish to COFINA unqualified annual audits, within 120 days of fiscal year end, and monthly financial statements, within 35 days of each month end and such other information as COFINA may request relating to its affairs, and permit such examination of its books and records as COFINA may specify. This information may include, but not be limited to, monthly statements of operations and balance sheets, accounts receivable aging analyses, monthly report of goals and projections, reports of plans and procedures to reach the goals, and reports of follow-up plans.
5.	BUSINESS PRACTICES: Borrower will maintain business policies that generally comply with good business practice. This requirement includes development of realistic and complete annual financial plans. Borrower’s board of directors will periodically review progress in carrying out said plans and hold management accountable.
6.	CASH PATRONAGE: Borrower agrees to not declare any cash dividends or other similar distributions above forty percent of its annual net patronage savings (as that term is defined by the Borrower’s current Articles of Incorporation and Bylaws) without consent of COFINA.
7.	APPLICATION OF PAYMENTS: COFINA, at its discretion, may apply payments to the reduction of any indebtedness outstanding between COFINA and Borrower.
8.	PAYMENTS: Borrower agrees to pay to COFINA its monthly principal and interest payments, as specified in Borrower’s monthly billing statements. Borrower shall also have primary responsibility for payment of its COFINA capital stock purchase obligation to COFINA.
9.	ENVIRONMENTAL: Borrower warrants to COFINA that it is in compliance with all federal, state, or local environmental laws relating to or affecting its owned or leased property, which violation would have a material adverse effect on the Borrower’s business or a material adverse effect on the value of the collateral. The Borrower further agrees as follows:

a.

LICENSES: Borrower shall at all times continue to obtain and maintain all licenses, permits, and other approvals necessary to comply with environmental laws and shall at all times remain in compliance with their terms in all material respects. The Borrower shall at all times continue to exercise due diligence to obtain and maintain all licenses, permits, and other approvals necessary to comply with environmental laws.

b.

STORAGE TANKS REGISTERED: All underground storage tanks have been duly registered with all applicable federal, state, and local government authorities. The Borrower has no knowledge of any leaks from any of its above ground or underground storage tanks.

c. INDEMNITY: Borrower agrees to indemnify, hold harmless and defend COFINA, its successors and assigns, against all liens, liabilities, demands, claims, actions, suits, judgments, expenses (including attorneys’ consultants’, and experts’ fees) paid or asserted against COFINA, its successors or assigns, (or any of the Borrower’s property COFINA has taken title to by foreclosure or otherwise) as a direct result of the Borrower’s violation of any

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environmental law, including but not limited to the release of any hazardous material, whether or not such violation was caused or within the control of the Borrower. This indemnity shall continue for the benefit of COFINA after the termination of this agreement or other loan documents, including the release of any security interest.

10.	DIVIDENDS AND RETIREMENTS OF EQUITIES: Borrower will not pay cash capital stock nor retire capital stock or equities for cash, in excess of $350,000, without approval of COFINA.
11.	CAPITAL EXPENDITURES: Borrower shall not enter into contracts for building, remodeling, purchasing, or expanding facilities, nor third party lease agreements for terms over one year covering real or personal property, of more than $2,750,000, without COFINA’s approval.

REPAYMENT: The indebtedness arising from advances made under this agreement shall be paid as follows:

1.	SEASONAL REPAYMENT: The seasonal loan of $4,000,000 shall mature on April 1, 2004.
2.	TERM REPAYMENT: The existing term loan shall be repaid by remittance to COFINA of Thirty-Five Thousand Seven Hundred Dollars, due on or before the day of each and every month, as COFINA may specify. All outstanding loan balances shall be repaid in full on April 1, 2006.

EXPIRATION: The unadvanced portion of any commitment shall be canceled as indicated below:

Seasonal Loan — April 1, 2004.

DEFAULT PROVISION:

If Borrower fails to pay any amounts on any of the loans when due, or on any other indebtedness of Borrower secured hereby, files a petition for protection under any bankruptcy law, or fails to observe or perform any of the provisions of this agreement, any security agreement, or any mortgage, or any insolvency or bankruptcy proceeding is commenced against Borrower, then Borrower shall be in default. If Borrower defaults, all such loans and other indebtedness shall, at COFINA’s option, be immediately due and payable and COFINA may exercise any legal or equitable remedy it deems appropriate in its sole discretion under the circumstances, including without limitation making a demand for immediate payment of the entire loan amount remaining unpaid and immediately enforcing its rights against the security if such payment is not made. Notwithstanding the foregoing, in the event that Borrower becomes a debtor under any bankruptcy law or similar law affecting creditors’ rights, all such loan and indebtedness shall become due and payable without any notice, demand or other action on the part of COFINA.

Notwithstanding the provisions of this agreement or any promissory notes issued in connection herewith, COFINA shall have the option, in its sole discretion and without any obligation to do so, to make advances to Borrower (or for Borrower’s account) up to the maximum loan commitment hereunder at any time Borrower is in default of any payment obligation hereunder, and such advances shall become an obligation of Borrower and accrue interest under this agreement.

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DEFAULT RATE OF INTEREST:	The Borrower’s interest rate shall be increased by two percent (2%) during the time that any principal or interest payment is unpaid after such payment becomes owing or upon any other default by Borrower hereunder. A fifty dollar ($50) administrative fee shall also be paid each time any payment of interest or principal is not paid when due.
FOREBEARANCE NOT WAIVER:	Any forbearance by COFINA in exercising any right or remedy hereunder or under a security agreement, notes, this agreement or any other loan documents, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any right or remedy available to COFINA.
SEVERABILITY:	Except as otherwise provided in the succeeding sentence, every provision of this agreement is intended to be severable, and, if any term or provision of this agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement. Notwithstanding the foregoing, if such illegality or invalidity would cause COFINA to lose the material benefit of its economic substance, then the Borrower and COFINA agree to negotiate in good faith to amend this agreement in order to restore such lost material benefit.
ACCEPTANCE:	This loan agreement is the full agreement under the terms and conditions of the loan(s). It shall not be modified except in writing. This agreement shall not become effective until it has been signed and delivered in duplicate by Borrower to COFINA, and it has been executed by COFINA.

ACCEPTED AND AGREED TO:		By Direction of the loan committee the 24th day of February, 2003:
		COFINA FINANCIAL
By:
	President	By:
By:			Interim President
	Secretary
		Approved: 2/24/03

Dated:                                         , 2003.

2.10 — Security Requirements

General Cofina loans are secured by security interests and/or real estate mortgages. Typically, fixed assets secure term loans and current assets secure Operating loans. However, as most lending relationships include short and long-term loans, Cofina normally will cross-collateralize all loans by filing proper real estate mortgages and financing statements,

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	executing security agreements, and obtaining other forms of security.
Obtaining Security	The loan officer is primarily responsible for identifying, recommending, and communicating security requirements for loan and customer relationships. This includes:

• Evaluating security requirements as part of the credit analysis.

• Identifying and recommending all security requirements and advance limitations in the credit report and loan agreement.

• Obtaining legal descriptions and other information necessary to prepare the loan
and security documents.

For extraordinary security requirements, the Legal Administrator will obtain help from outside attorneys with the necessary expertise. Outside attorneys must be approved by Loan Committee before they can be utilized.

In those limited cases in which Cofina acts as a co-lender, it will enter into a security sharing agreement with the other lender and will ensure sufficient security filings are in place to protect the loan amount at risk through a mortgage and/or other perfected security agreements.

Once the loan officer has obtained the necessary information, and Loan Committee has approved the recommended loan action, the Legal Administrator prepares the security documents and customer instructions for completing security filings.

Advancing Funds	The loan agreement must identify the requirements for advancing funds to the customer. Generally, all security requirements must be completed before funds will be advanced under new loans.
	Funds may be advanced prior to completion of new security in the following exception:

• There are existing real estate mortgages and security interests in place to adequately

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collateralize the Cofina loans, before the new security.

	Loan Committee must approve all advances prohibited in the limitation on advances portion of the loan agreement and requested prior to completion of required security.
	If exceptions to the limitations on advances are requested, the loan officer shall determine the amount of time required to complete the incomplete security from the customer and the attorney working on the security for the customer. The loan officer should have strong assurances that the security can be completed within 90 days. In no event shall exceptions be allowed when there are doubts about Cofina’s ability to properly secure the property.
Security Releases	When a customer requests a security release, the loan officer is responsible for obtaining the necessary information, evaluating the request for its impact of the overall security position, and recommending action on the customer request.
	Loan Committee has sole authority to release Cofina security.
	Once approved, the matter is passed to the Legal Administrator to process the release.

Security Check List	Cofina requires a “Security Checklist” to be completed by the Legal Administration prior to the new loan set up. The security checklist identifies the dates required loan documentation and legal documents have been received in order to disburse the new loan(s).
	The following numbered instructions correspond to the sample Security Check List that follows in this procedure.

1.	Cofina enters the date of loan approval.
2.	Cofina enters the new loan number(s).
3.	Cofina enters the cooperative name.
4.	Cofina enters the city & state of cooperative.
5.	Cofina enters date the completed application was received.
6.	Cofina enters date the signed security agreement was received (if applicable).

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7.	Cofina enters date the signed note(s) were received.
8.	Cofina enters date the Guarantee Agreement was received (if applicable).
9.	Cofina enters date the signed loan agreement was received.
10.	Cofina enters date the financing statements (UCC) was filed with the proper state office.
11.	Cofina enters date real estate mortgage was completed (if applicable).
12.	Cofina enters date signed assignments of investments were received (if applicable).
13.	Cofina enters other requirements and date these requirements were completed (if applicable).
14.	Cofina enters initials of personnel checking items.
15.	Cofina enters check off date.
16.	Signed by authorized personnel.
17.	Title of authorized personnel.

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COFINA FINANCIAL
SECURITY CHECKLIST

Date of Loan Approval:	1
Loan Number(s):	2
Cooperative Name:	3
City & State:	4

Before a loan is disbursed, Cofina must have the following:

(indicate “received or “not received”)

Application: 5	Security Agreement: 6
Signed Note(s): 7	Guarantee Agreement: 8
Signed Loan Agreement: 9	UCC Filing: 10
Real Estate Mortgage: 11

Assignment of Stock: 12 CHS: LOL: OTHER:

Other Requirements: 13

Checked off by: 14 Check off Date: 15

Signature:	16
		(Loan Officer is not authorized to sign off)
Title:	17

(Security checklist is filled out when loan committee approves the loan package and is kept by the Legal Administrator along with the application, credit report, copies of new notes, loan agreement, etc.)

Page -1-

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3.0 — Loan Administration

3.01 — Loan File Organization

General	Cofina loan files not only serve the needs of its credit staff and management team, but also the needs of many third parties that have a lending or review role. Providing efficient access to important information depends on consistent loan file organization that is documented, used, and maintained by all users.
File Organization	Cofina utilizes a three-part folder to consistently preserve important documents.
	The three parts are used as follows:
	Section I
	1.    Field Visit Memos (left side)
	2.     Loan Agreement (right side)
	3.    Security Recap (right side)
	Section II
	1.    Comparatives (left side)
	2.    Financial Planning Documents (left side)
	3.    Credit Reports (right side)
	Section III
	1.    Correspondence (left side)
	2.    Patronage Distribution Notice (right side)
	Information presented in these sections is arranged in chronological order.

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3.02 — Asset Classifications

General	As of January 31, 1998, the Board adopted the Uniform Classification System (UCS — utilized by federal and state regulated financial institutions). UCS was implemented during 1998. The full UCS definitions are presented in the following procedure.
	Cofina’s loan officers are responsible for analyzing and recommending a UCS Classification for each customer obtaining a loan. The loan officer is also responsible for updating the recommended asset quality as changes take place in the customer’s ability to repay the loan.
Classification Factors	The Credit Report provides the basis for classifying loans. Documented credit analysis and related memoranda should appropriately document asset classification issues and recommendations. (See Sec. 2.4).
	The customer’s financial performance and projections are considered in establishing asset classifications. Asset classifications are to be consistent with loan performance status designations.
	Other considerations when classifying assets include:
	•    Industry conditions and outlook at time of classification.
	•    General economic status of the area.
	•    Adequacy of loan file information.

Non-adverse Classification Categories	Non-adverse classification categories are “acceptable” and “other assets especially mentioned” (special mention or OAEM). However, OAEM are considered to be criticized assets.
	Acceptable
	Acceptable credit represents non-criticized assets of the highest quality. They do not fit into any other classification.
	The following customer ratings within the Acceptable range are utilized by Cofina and are

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presented in order, from the highest quality to the lowest quality:

•     Customer Rating A1— These customers are classified Acceptable under UCS, but additionally meet all loan underwriting standards generally at the low risk level. Loan structure and documentation is appropriate. In addition, Cofina has strong communication with the customer, which provides the opportunity for a long-term relationship. These customers would be readily financed by other lending institutions.

•     Customer Rating A2—These customers are classified Acceptable under UCS, but additionally meet all loan underwriting standards at the low to moderate risk level range. Loan structure and documentation is acceptable. The customer relationship is satisfactory, with open communication and regular exchange of pertinent information. These customers would be readily financed by other lending institutions.

•     Customer Rating A3—These customers are classified Acceptable under UCS, but may have some loan underwriting standards at the higher risk level. Loan structuring and documentation may include additional covenants. While the customer relationship is acceptable, communication issues and/or loan structuring issues may exist which add credit risk to the relationship. Trends indicate that the customer could deteriorate into the “other assets especially mentioned” classification without changes in operations and repayment capacity over the next one to two years.

Other Assets Especially Mentioned

Assets in this category are currently protected, but potentially weak. These assets constitute credit risk, but not to the point of justifying a classification of substandard. The credit risk may be relatively minor, yet constitutes an unwarranted risk in light of the circumstances surrounding a specific asset. A special mention classification should not be used as a compromise between adversely classified and non-adversely classified.

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	Special mention loans have potential weaknesses that may, if not checked or corrected, weaken the loan or inadequately protect the institution’s position at some future date. Loans that might be detailed in this category include those that have any deviations from prudent lending practices, including those subject to economic or market conditions that may, in the future, affect the customer. An adverse trend in the customer’s operations or an imbalanced position in the balance sheet that has not reached a point where liquidation is jeopardized may best be handled by this classification. This category should not be used to list loans that bear risks usually associated with the particular type of financing. Any type of loan, regardless of collateral, financial stability, and responsibility of the customer, involves certain risks. A secured loan has a certain risk, but to criticize such a loan, it must be evident that the risk is increasing beyond that at which the loan originally would have been granted. A rapid increase in assets or liabilities without the lender’s knowing the cause, concentrations that lack proper credit support, lack of appropriate collateral analysis or required appraisals, or other similar matters could lead the examiner to question the loan quality and possibly classify the loan as special mention. Loans in which actual, not potential, weaknesses are evident and significant should be considered for more serious classification.
Adverse Classification Categories	Adverse classification categories are “substandard”, “doubtful” and “loss”.
	Substandard These assets are marginally protected by the customer’s current sound worth and paying capacity or the collateral pledged. Assets so classified must have a well-defined weakness or weaknesses that jeopardize debt liquidation. They are characterized by the distinct possibility that the lender will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard loan assets, does not have to exist in individual loan assets.

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Substandard assets are usually the largest category of adversely classified loan assets, typically representing the secured adverse assets or portions of assets in a portfolio. Substandard assets may or may not be placed in non-accrual status, depending on the operation’s viability and the asset’s performance. Very weak substandard assets sometimes have specific reserves established which represent holding costs or the difference between net realizable value and collateral value for loss loan accounting.

Characteristics of a Substandard asset include:

•    Not performing as agreed, but currently adequately collateralized.

•    Pledged collateral marginally supports the credit, but collateral value may be declining.

•    Operation marginally provides funds required for debt service, and current position analysis indicates a declining trend.

•    Nonviable operation, but asset is currently adequately collateralized.

Credit weaknesses are usually described as being either significant or serious. Because circumstances vary widely, much of the difference between significant and serious credit weakness depends on the loan officer’s sound judgment. Significant weaknesses have the potential to become serious and thereby impact the loan’s performance. Serious weakness exists because one credit factor is inadequate, or several factors are weak and have affected the loan and/or the customer’s ability to perform in the future. Substandard assets have serious weaknesses, whereas special mention assets have potential weaknesses.

Doubtful

An asset classified doubtful has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection in full, on the basis of currently existing facts, condition, and values, highly questionable and improbable. The possibility of a loss is extremely high, but because of certain important and

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reasonable specific pending factors that may work to the advantage and strengthening of the asset, its classification as an estimated loss is deferred until its more exact status can be determined. Pending factors include proposed merger, acquisition, or liquidation procedures; capital injection; perfecting liens on additional collateral; and refinancing plans.

Doubtful assets generally are not performing as agreed and/or involve a nonviable operation. High probability of loss exists on these assets, but the exact amount is not determinable. (Substandard classification would not communicate the severity of the situation.)

Underlying collateral pledged cannot be assigned specific value because the asset has limited purpose, salability and/or market, or is involved in pending litigation with unknown outcome. Doubtful classification occurs most frequently for unrestructured non-accrual and non-accrual cash-flag restructured assets. Poor credit administration does not justify Doubtful classification.

Loss

Assets classified loss are considered uncollectible when their continuance as bookable assets is not warranted. This classification does not mean the loan or asset has absolutely no recovery or salvage value; quite to the contrary. Cofina will aggressively pursue all available recourse in an effort to ensure the full recovery of this asset’s value. However, its has been determined that booking such value is not consistent with Cofina’s approach to conservatively report this particular asset’s valuation. Losses should be taken in the period in which they surface as uncollectible.

Charge-offs are recognized and booked when the loss becomes known, not necessarily contemporaneous with liquidation of the asset. When determining the amount of loss, consider unpaid principal, accrual interest, accounts receivable, customer stock and amounts recoverable from secured assets.

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Split Classifications	Split classifications occur when portions of a loan asset can clearly be separated into different classification categories. On split-classified loans, the remaining classes are designated as “secondary class”. The secondary class is the non-primary class which is a fixed dollar amount and remains constant until the loan is reclassified. Portions of loans, which are placed into secondary classes are to be rounded to the nearest $1,000. Quarterly review split-classified loans to determine if amounts in each class are appropriate.
	Only mention and adverse loans may be classified into more than one class (split). Adverse loans may have a portion classified acceptable only if the loan has a valid guarantee, or collateral meets the cash or near cash condition.
Two or More Loans to One Customer	When reviewing multiple loans to a customer, evaluate as one loan unless pertinent facts support a reasonable determination that a particular loan constitutes an independent credit risk. Document facts in the loan file. “Independent credit risk” is an independent income stream (i.e., a guarantee or other source of earnings). The independent income stream must be clearly identifiable, and may not be from entities that are interrelated. Separate collateral positions are not to be considered independent credit risks. This concept generally applies also to loans to one customer from separate lending entities.
	Loans to entities in which a customer has partial interest, and another loan to that customer, individually, will be considered as separate lines of credit. Separately evaluate credit factors and classify each loan on its own merits.
Participation Loans	Cofina may have continuing participation agreements with several other lending entities. Pursuant to these agreements, the participating lender (the “Participant”) will acquire a participation in a negotiated portion of loans approved by the participant. Concentration limits will be based by Cofina on its retained portion of a participated loan.
	Participation loans are classified based on total credit extended by all lenders involved. The loan

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	amount is the outstanding amount carried by Cofina as of the review date.
Loan Performance Classifications	Appropriate loan performance classifications assure proper accounting placement of loans. Credit staff recommends and Loan Committee approves loan performance classifications based on the risk codes and their respective GAAP definitions as presented in the non-performing loan procedure.

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3.03 — Portfolio Monitoring

Portfolio Quality Standards	Risk can change after a loan is originated, however, the overall level of higher risk, adversely classified loans are kept within the following standards established by the Board.
	•    Non-Adversely classified credit (Acceptable and OAEM) shall represent no less than 85% of the outstanding volume of accruing loans in the COFINA portfolio.
	•    Doubtful and Loss classified credit shall represent no more than 5% of the outstanding volume of accruing loans in the Cofina portfolio.
	Management shall report on the quality of the asset portfolio on a quarterly basis to the Board of Directors. In addition, if the portfolio falls out of compliance with these standards, management will develop a plan to bring asset quality into compliance with these portfolio standards in a reasonable period of time. Progress on the plan, including current portfolio asset quality, will be reported to the Board on a monthly basis.
Annual Review	On an annual basis, Cofina will be reviewed by its banks who will do random checks of classification and servicing compliance in accordance with the guidelines in this manual.
	Management shall prepare a formal response to the bank reviews for the Board of Directors.

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3.04 — Customer and Loans Servicing

General	Cofina places a strong emphasis on communicating with customers, Board, and management about operating performance and financial position. Critical analysis and positive reinforcement benefit the customer and can have positive effects on the loan relationship. Loan officer’s objectives in customer servicing is to clearly identify expectations, identify, and address problems at their beginning, and counsel customers on solutions before problems affect the quality of the loan relationship.
Customer Servicing Tools	Cofina utilizes the following tools in its customer servicing, to increase communications, and to document expectations:
	•    A thorough understanding of customer operations, financial position, and financing needs through analysis of customers – supplied financial information. Customers are required to submit monthly financial statements, including aging of accounts receivable, within 35 days following the close of the month. Non-compliance is a violation of the loan agreement and must be reported to the loan committee. These reports are compared to the entities financial projections for the current year and to the previous year’s performance.
	•    Regular discussions with customer, Board, and management about historical operating, financial, and loan performance, including how Cofina evaluates operations and financial strength. Each customer should be visited at least once every twelve months.
	•    Other customer related contacts for audit meetings, annual meetings, and discussions with third parties (auditors, joint venture partners, other lenders, etc.) with important relationships with the customer.
	•    Contemporaneous records of telephone conversations and customer meetings.

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•    Follow-up letters to customers when meetings or discussions have an important impact on expectations for loan performance. These letters should highlight important points of the customer discussions and identify customer and Cofina commitments to action.

•    Written Loan Service Plans for loans that are large or with operating or financial problems which could translate into loan performance problems. Typically, Loan Service Plans are prepared in conjunction with loan renewals and are mandated for those accounts UCS rated M4 or weaker. (See also Sec 3.05). An example of a Loan Service Plan is attached to this procedure.

      Cofina views OAEM classified loans as transitional. This classification may come about from an unusual event such as a merger or consolidation, operational setback, or external event. The Loan Servicing Plan should be designed to restore the loan to fully acceptable classification within one year. Provided such plan is not achieved, the loan may become an adversely classified loan.

•    Tailored Loan Agreements which adequately covenant for customer weakness to maintain sound loan administration and which document customer identified actions to resolve operating, financial, or loan performance problems according to a mutually agreeable timetable.

When customer-servicing efforts can no longer maintain credit quality or the customer’s long-run viability deteriorates, Cofina must explore its loan servicing options.

Cofina’s objective is to initiate loan servicing efforts before loan repayment is in jeopardy. When loan repayment is doubtful, Cofina’s objective is to maximize its collections.

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Loan Servicing Alternatives	Loan officers must report to the Loan Committee details of loans that no longer justify an Acceptable, non-criticized asset classification as soon as such information becomes available.
	The Loan Committee must approve the loan servicing action to be taken.
	The Loan Committee will also determine the date the loan officer must report back to update it on the progress of the loan servicing action.
	Cofina loan servicing alternatives may include the following:
	•    Customer Actions — Cofina may counsel customers to seek other financing or structural options. Options may include a partial or complete refinancing with another financial institution or a merger, sale, or liquidation of a portion or all of its assets (businesses) with another cooperative, LLC, or private enterprise. Subsequent loan actions may be predicated on customer commitments and actions to implement such agreed upon strategies, offer additional collateral, or agree to other terms and conditions as deemed appropriate.
	•    Loan Extensions — Any extension represents a credit decision that should be supported by existing or new collateral and a clearly identified source of repayment that Cofina controls through existing or new security filings.
	•    Loan Restructuring — Cofina may choose to restructure loans with customers to convert Operating debt to term or lengthen maturity, provided the restructured loans remain within the customer’s repayment capacity and the loans remain well secured. Cofina typically requires customer actions, which will improve not only the customer’s operating and financial position, but will also maintain or improve asset quality.
	•    Collection – Cofina will pursue legal collection efforts when appropriate to enforce customer performance on loan agreements or to prevent losses on loans. (See Sec 3.05).

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Documentation Each loan servicing action should be documented in a report or memorandum which
explains the customer’s financial position, the credit situation, past customer servicing activities, and the alternatives explored prior to selecting the recommended course of action. The length and detail of the report should correspond to the severity of the recommended loan servicing action and the complexity of the customer relationship. The document should be maintained in the Credit File.

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Cofina Financial
Loan Service Plan

Account:		UCS Rating:
Loans ~	Operating Amt	Term Amt:
	Operating Balance	Term Balance:
Attributed Loans
Amount in Participation:

General Trend	Improving	Static	Declining
Relationship Goal	Continuing	Limited	Collection

Servicing Objective(s) and Strategy(ies)

Overall Objective:

Internal Strategy:

External Strategies with Customer Involvement/Commitment:

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Expected Outcome(s):

Approvals:

Loan Officer:	Date:
Chief Credit Officer:	Date:
Credit and Loan Participation Manager:	Date:

Monthly Progress and Result:

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3.05 — Collection Procedures

General	In its simplest form, Cofina works toward the collection of its outstanding receivables on a regular basis. The success of all lending institutions can be summarized in its ability to extend funding to patrons and, in turn, collect repayments of such funding on a scheduled and profitable basis.
	There are those occasions in which such collection efforts demand a “termination” date; a date in which a specific patron’s outstanding financial obligations to Cofina must be satisfied.
	The termination process is driven by Cofina’s priority to ensure the timely collection of all monies owed. If during normal asset quality reviews, Cofina determines the collection of an outstanding receivable may be in question, a “Termination/Collection” process may be initiated.
	While the steps are progressive in nature, the termination process is sensitive to, among other factors, the degree and perceived timeline of expected asset deterioration, the asset’s level of cooperation, and the asset’s ability to secure alternative funding to satisfy its obligations to Cofina.
	As such, the collection process may or may not involve all the steps outlined below.

• Loan Service Plan

• Collateral Schedule

• Custodial Agreement⁽¹⁾ – Attached

• Cash Collection and Distribution Request⁽¹⁾ – Attached

• Liquidation Notification⁽¹⁾ – Attached

Guidelines

Loan Service Plan

The attached Appendix is a template. As such, conditions may demand modification to its format and content. Such changes will be initiated by the assigned Loan Office and reviewed by members of Loan Committee and, when applicable, legal counsel.

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• Loan Service Plans are required for all accounts UCS rated M4 or weaker. They must be prepared immediately following receipt of information indicating deterioration in the customer’s financial position that would result in a downgrading of its UCS rating. Loan Service Plans are also required when a time specific loan covenant is found to have been violated.

• A Loan Service Plan is authored by the loan officer and is designed to formally outline a “plan of action” to address such deficiencies. It is then presented to the Loan Committee for its review and approval.

• Dependant upon the depth of perceived deterioration, any of the following actions may be outlined in the Loan Service Plan.

1)	Continued internal monitoring of the asset’s performance
2)	An internal review and update of all security filings, to include but not limited to, a listing and investigation of all PMSI filings, mortgages and guarantees.
3)	The scheduling of a meeting with the cooperative’s board and management to discuss the assets deterioration. and give formal notice of corrective action to be taken.

§ Loan Covenant violations are to be documented and possible consequences of such violations are to be shared with the asset’s leadership team.

4)	The scheduling of a visit to the cooperative’s location(s) to review and document the condition of all Cofina secured assets.
5)	Requiring a Business Plan update, outlining both activities and timelines in which actions will be taken to correct financial performance

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§ This may include the liquidation of non-performing assets in which all cash received will be forwarded to Cofina to pay down the debt obligation(s) owed to Cofina.

6) Establish and communicate a timeline in which the cooperative will secure an alternative source of funding albeit a new lender, a merger partner or full liquidation.

§ Instruct both management and the board members that a “Letter of Intent” will be required of the alternative source of funding, addressed to the borrower, outlining the terms of the new funding and timeframes in which such financial arrangements will be executed. Cofina will outline a timeframe in which such a notice must be completed and shared with Cofina.

7) Increased monthly reporting requirements which may include a Collateral Schedule – defined below

8) The execution of a Custodianship agreement – defined below.

9) Outline the execution and implementation of a Cash Collection and Distribution Request process – discussed below

10) The Liquidation of the cooperative – also discussed below.

Collateral Schedule

• While Cofina completes an internal Collateral Schedule during the loan review process, the fluid nature of current assets may require increased reporting during periods of increased financial stress.

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• The original Collateral Schedule outlines summarized asset and liability totals. Such totals are then discounted and utilized to identify potential Cofina exposure.

• Subsequent Collateral Schedule(s) call for a more detailed reporting of Current Assets and Liabilities. From this information, Cofina is able to better judge the status of its UCC-1 secured collateral.

• The timeliness of such additional reporting is directly dependent upon the severity of perceived asset deterioration, as well as, the seasonal and cyclical nature of the asset’s business structure. For example, a stressed account with a heavy agronomy-related inventory base would require close monitoring during both the fall and spring agronomy seasons in order to properly monitor changes in both inventory and account receivable issues.

• Itemized and discounted assets are compared to the cooperative’s current obligations to determine what excess value, Collateral Cushion, is available to minimize Cofina’s risk exposure.

• It should be noted that in most cases, Cofina has a superior collateral position when compared to other Obligors. The intent of including subordinated obligations is to better understand working capital needs required for continued operations.

	Custodianship Agreement
•	A Custodianship Agreement is designed to ensure Cofina has an agent in place to both monitor and facilitate the day-to-day financial activities as they directly and indirectly effect Cofina’s security position. This agent monitors all asset transfers and communicates such transfers to Cofina.
•	One tool available to the assigned Custodian is a weekly form called the Cash Collection and Distribution Request worksheet. This is to be completed by the Custodian prior to any cash distributions. The intent of the worksheet is to

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	outline what cash inputs (sources of cash) and what cash outputs (cash uses) are expected in a given time frame.
•	This worksheet is submitted prior to any cash distributions and may be complemented by a local Cofina signatory bank account in which all cash is deposited, held and, if approved by Cofina, redistributed – the Cofina approved Custodian acting as signatory agent in managing this bank account.

Full Liquidation

• Should the loan officer, with the approval of the Loan Committee, determine it is both feasible and prudent to liquidate the cooperative, a Liquidation Notice will be forwarded to members of the cooperative’s leadership – to include management and the cooperative’s board of directors.

• Cofina has not found it necessary to force the liquidation of any cooperatives. However, Cofina has reviewed this process with legal counsel and is prepared, in a “worst case” scenario, to execute such a process in order to properly protect Cofina’s business position.

Throughout this process, the assigned loan officer, along with other members of the Cofina team, may be called upon to attend Board Meetings, Patron Meetings and other such business meetings in which Cofina’s interests are concerned. All such meetings are to be properly recorded in the Asset’s Service File and approved by members of the Loan Committee.

It should be noted, the assigned loan officer will be tasked with ensuring open lines of communication are maintained between the loan officer, members of loan committee and designated members of the cooperative’s leadership team. All such communications will also be recorded in the Assets’ Service File for reference.

If at any point in time the asset’s performance returns to what may be termed by Loan Committee a satisfactory level, the Collection Process may be suspended or terminated

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Custodianship Agreement

     THIS AGREEMENT, made and executed this                      day of                     , by and between Name of Cooperative, (Association) a cooperative association of and existing under the laws of the state of XXXXXX;                                          (Collateral Custodian) and Cofina Financial, St. Paul, Minnesota, (COFINA), a corporation organized under the laws of the United States.

WITNESSETH:

     WHEREAS, COFINA has loaned a sum of money to the Association and while it may make additional loans to the Association, COFINA has communicated its concerns about the Association’s viability to the Board of Directors and COFINA desires to bring its lending relationship with the Association to an orderly and mutually agreeable conclusion; and,

     WHEREAS, COFINA desires the ability to more closely monitor the status of the collateral pledged as loan security; and,

     WHEREAS, The Association is agreeable to granting this additional monitoring by COFINA; and,

     WHEREAS, It is the intention of the parties that in consideration of said loans, the Association shall make reports to COFINA on the Association’s assets and collateral in the manner and form directed by COFINA, and authorize the establishment of a custodian deposit account; and,

     WHEREAS, It appears that the aforementioned can best be effected by the employment of a collateral custodian.

     NOW THEREFORE, In consideration of the premises, the mutual promises herein contained, and loans made to the Association, which loans enhance the financial position of the Association, it is mutually agreed by and among the parties hereto as follows:

1.	COFINA does hereby appoint, and the Association does hereby consent to the appointment of                                         , as Collateral Custodian to have and to exercise the rights, powers, duties and authority contained in this agreement, and the Collateral Custodian does hereby accept said appointment and agrees to perform faithfully the obligations and duties under this agreement.
2.	As deemed advisable and necessary by COFINA or as requested by the Association, the Association does hereby consent to the subsequent appointment of Deputy Collateral Custodian(s) are herein collectively referred to as “Custodian”.

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3.	The Custodian shall submit to COFINA such reports as COFINA may from time to time request. In addition, the Custodian shall report on any activities which may affect the interests of COFINA.
4.	COFINA may, as it deems advisable to monitor and protect the collateral pledged as loan security, assign to the Custodian new duties or revoke instructions previously given by giving to the Custodian written notice of such suspension or change.
5.	The Custodian shall give bond for the faithful performance of the duties and obligations hereunder in favor of COFINA in such amounts and in such form as may be required by COFINA. All costs and expenses, including bonding expenses, incident to or connected with the services to be performed by the Custodian under this agreement, and the Custodian’s compensation therefore, shall be borne by the Association and shall be matters exclusively between the Custodian and the Association.
6.	The Custodian may, in addition to the duties assigned by COFINA, be at the disposal of the management of the Association and perform such duties as may be required so long as the duties do not conflict with the duties for COFINA.
7.	This agreement shall become effective at the opening of business on the day of                     , 2001. The Custodian shall continue in office until the appointment shall be terminated by written notice from COFINA to the Custodian or until the Custodian resigns by giving COFINA fifteen (15) days written notice of resignation. The termination of the agreement, however, shall not relieve the Custodian from any liability, which may have previously been incurred, to COFINA or the Association. In case of the absence or incapacity of the Custodian or upon the termination of the services, COFINA may designate a substitute Custodian, and may likewise designate a successor to any such substitute Custodian. COFINA agrees to terminate this agreement at any time all of the Association’s indebtedness to COFINA shall be fully paid or at the discretion of COFINA as such earlier time as requested by COFINA.
8.	COFINA may, at its discretion, establish a deposit account at the Association’s bank of deposit with COFINA and/or Custodian named as creditor of the account. Upon written request of COFINA, the Association shall make daily deposits in said account of all checks and proceeds which are subject to COFINA’s security filings and which are acquired by the Association in its normal course of business. COFINA may then, at its discretion, (1) allow the funds in said account to be directly deposited into the

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Association’s account; (2) allow the funds to remain in said account for a reasonable period of time, and advise the Custodian as to the transferring of funds into the Association’s account; or, (3) apply the funds to the Association’s loan with COFINA. In the event alternative (1) or (2) is in effect, the parties agree that the funds will at all times be considered owned by the Association, subject to the security interests of COFINA

     IN WITNESS WHEREOF, The Custodian has executed these presents and the corporate parties hereto have caused these presents to be executed by their duly authorized officers as of the date first above written.

BY:	BY:	BY:
Cofina Financial, LLC		Board Pres. – Typed Name
Loan Officer .	Its Custodian	Cooperative Name

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Source and Use of Funds
Weekly Operating Budget

Week Ending:
Sources
Normal Cash Sales
Normal Accounts Receivable Collections
Special Sources
~ Describe if Material
Total Sources	$	0.00
Uses
Payroll
Taxes
Utilites
Insurance
Trade Payables
Agronomy Products
Petroleum
C-Store Products
Other
Other Uses
~ Describe if Material
Total Uses	$	0.00
Cash Increase/(Decrease)	$	0.00
Present Cash Balance
Date:

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LIQUIDATION AGREEMENT

          This Agreement is entered into as of this       day of August, 2001 by and between COFINA FINANCIAL, located in St. Paul, Minnesota, a Minnesota cooperative association, (“COFINA”), and (Legal Name of Cooperative)., located in (City), (Sate), a (State) cooperative association (“City”).

          A. (City) is indebted to COFINA pursuant to a Promissory Note dated                      in the original principal amount of                      (the “Term Loan Note”), a Promissory Note dated                                          in the original principal amount of                      (the “Seasonal Loan Note”) and a Loan Agreement dated                      (the “Loan Agreement,” and together with the Term Loan Note and the Seasonal Loan Note, the “Credit Documents”). All advances under the Credit Documents, together with daily interest, accruals, fees, costs and expenses are hereinafter collectively referred to as the “Indebtedness.”

          B. As of                                         , the total principal Indebtedness was                      , plus unpaid and accrued interest, and other charges and fees which are due and owing.

          C. The Indebtedness is secured by, among other things, a perfected security interest in all real estate, inventory, accounts, equipment, investment property and general intangibles of (City) (the “Collateral”) pursuant to various mortgages, security agreements, assignments and other documents in favor of COFINA (the “Security Documents”).

          D. (City) is in default under the Credit Documents and COFINA has demanded immediate payment of the Indebtedness.

          E. (City) has acknowledged its financial difficulties and has represented to COFINA its desire to liquidate its assets. COFINA has consented to a winding down of (City) business and orderly liquidation on the terms and conditions set forth below.

          NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party, the parties agree as follows:

          1. (City) acknowledges that the Indebtedness is due and owing, without defense, offset or counterclaim, and is secured by the Collateral.

          2. (City) may continue its business operations to the extent reasonably necessary to liquidate its assets and wind down its affairs in a timely manner until                      provided that it complies in all material respects with a Budget to be received and accepted by COFINA on or before                      (the “Budget”). Notwithstanding the preceding sentence, (City) shall liquidate its assets as promptly as possible, and shall collect accounts receivable owed by its members in a prompt manner. When selling goods to members carrying a past due balance, (City) will sell on COD terms only. No Collateral with a market value greater than $5,000 may be sold, other than in the ordinary course of business, by (City) without the prior written approval of COFINA. (City) shall pay the Indebtedness in full on or before                                         .

          3. On or before                                         , (City) will provide COFINA with copies of fully executed and effective purchase agreements satisfactory in all respects to COFINA in its discretion, whereby a purchaser has agreed to purchase (a)                                         ’s assets described generally as the convenience store and related inventory for a cash amount not less than $                    , to be fully paid not later than                      and (b) (City)’s assets generally described as its agricultural service operations (including bulk fuel, LP fuel, feed, and (City)’s interests in                                         ) for a cash amount not less than $                    , to be fully paid not later than                     .

          4. (City) shall establish an account at a bank of COFINA’s choice in the name of COFINA and for the benefit of COFINA (the “Collateral Account”). All proceeds from (City)’s sale of assets and collection of accounts shall be deposited by (City) into the Collateral Account on a daily basis.

          5. (City) acknowledges that it currently has cash on hand of $                    . (City) agrees to deposit all cash on hand in the Collateral Account immediately.

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          6. (City) shall not incur any expenses except for those which are both (i) set forth in the Budget and (ii) reasonably necessary to wind down its business (the “Necessary Expenses”). The Budget shall set forth the Necessary Expenses which (City) expects to incur on a weekly basis. Provided that no default has occurred hereunder, on the first day of each week COFINA may in its discretion release from the Collateral Account to (City) funds in the amount necessary to pay the Necessary Expenses for the week, as set forth in the Budget, which funds shall be used by (City) for payment of the Necessary Expenses.

          7. Any amounts deposited into the Collateral Account may be applied to the Indebtedness at any time in COFINA’s discretion.

          8. (City) agrees to permit COFINA, and its respective officers, employees and agents, to have full access to (City)’s books, records and properties for the purpose of verifying (City)’s compliance with the terms of the Credit Documents and this Agreement.

          9. All moneys received by COFINA on account of the Indebtedness from (City) shall be applied to the Indebtedness in a manner at COFINA’s sole discretion.

          10. (City) agrees to execute and deliver such agreements and other documents and to take such other actions as COFINA may in its discretion require to order to assure that COFINA holds a first priority perfected security interest in the shares of stock in                                          owned by (City), and to ensure that all dividends or distributions on such stock are made directly to COFINA.

          11. Except as expressly modified by this Agreement, all provisions of the Credit Documents and the Security Documents, and all other documents in favor of COFINA remain in full force and effect. COFINA reserves its rights at any time to exercise all of its rights and remedies under the Credit Documents and the Security Documents and all other security agreements, documents and instruments given to COFINA to secure the Indebtedness, whether or not (City) has complied with its covenants and obligations under this Agreement, the Credit Documents or the Security Documents. (City) shall, upon its default hereunder (which defaults shall include, without limitation, (City)’s failure to compete liquidation of its assets by the date set forth in the first sentence of paragraph 2, above), (a) deliver all of the Collateral to COFINA, (b) permit COFINA to use (City)’s premises for the purposes of the enforcement and foreclosure of COFINA’s security interest in the Collateral and otherwise cooperate in COFINA’s efforts for foreclosure its security interest in the Collateral, (c) upon request of COFINA, provide COFINA with deeds in lieu of foreclosure or similar or related documents appropriate to permit COFINA to assume or transfer ownership of the Collateral without resort to a foreclosure process (d) perform such other actions as COFINA may in its discretion request in order to facilitate COFINA’s exercise of remedies with respect to the Collateral.

          12. Contemporaneously with the execution hereof, (City) has delivered to COFINA financial statements through                                         , including a full aging of accounts receivable with addresses and account numbers and a full itemized listing of all accounts payable with names and addresses of creditors. During the term of this Liquidation Agreement, (City) shall also deliver the following documents to COFINA: a daily inventory report, a daily sales report and a daily expenses report, a weekly accounts receivable listing and a weekly accounts payable listing, all to be signed by (City) and delivered by 10:00 a.m. on the next business day following the day of such report or week of such listing. (City) agrees to execute and deliver such other and further documents or reports as COFINA may request from (City) to execute, perfect, evidence or otherwise implement the agreements set forth in this Agreement. Without limiting the generality of the foregoing, (City) agrees to prepare and deliver to COFINA collateral reports and such other financial and operating reports as COFINA may from time to time request.

          13. In consideration of the execution of this Agreement, (City), on behalf of itself, its officers, agents, insurers, successors and assigns, releases, acquits and forever discharges COFINA, and its respective officers, agents, insurers, successors and assigns, of and from any and all manner of action or actions, suits, claims, damages, judgments, levies and executions, whether known or unknown, liquidated or unliquidated, fixed, contingent, direct or indirect, which (City) ever had, has, or may have or claim to have against COFINA or its respective officers, agents, insurers, successors and assigns, for, upon or by reason of any matter, act or thing prior to the date of execution of this Agreement.

          14. No modifications or amendments to this Agreement may be made except in a writing signed by all parties hereto.

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          15. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Facsimiles or other photocopies of executed signature pages to this Agreement shall be considered originals.

          16. This Agreement is made and entered into in the State of Minnesota, and the laws of Minnesota shall govern its enforcement and performance.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

COFINA FINANCIAL, LLC
 

By  

Its   

Cooperative Name, City, State
 

By  

Its   

The undersigned hereby agrees,

in his personal capacity, that

will make the deposits required

by paragraphs 4 and 5 of the

foregoing agreement.

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3.06 — Customer Concentration

General	Cofina sets limits on loan concentrations with individual credit risks. This concentration is measured against the existing risk funds. Risk Funds are defined as the capital plus allowance for loan loss.
Guidelines	Cofina will limit its loan exposure to no more than 25% of its Risk Funds in any single credit exposure. Such exposure will include all commitments to that customer and may include guarantees from that customer to other customers or commitments to another customer in which the first customer owns 50% or more of the second customer.
	Cofina will limit its loan exposure, further, as a customer migrates toward a criticized asset with no more than 15% of its Risk Funds in a single credit exposure classified as Other Assets Especially Mentioned or Substandard.
	The maximum loan amounts Cofina will originate before participation is required are as follows:

Customer Rating A1:	$	10,000,000
Customer Rating A2:	$	8,000,000
Customer Rating A3 or below:	$	6,000,000

Cofina will secure participation relationships to carry the balance of loans in excess of these amounts. Such participation agreements will be put in place no later than 90-days beyond the loan origination date. Cofina will serve as the servicer of the loans and maintain the relationship with that customer.

Loans in Minnesota and Wisconsin will be limited to no more than 45% of loan volume. All other states will be limited to 35% of total loan volume. New loan relationships to be established outside of Cofina’s current trade territory will be limited to no more than 15% of Risk Funds during the first two years of Cofina’s operation under the SPC agreement and no more than 35% of Risk Funds thereafter.

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All new loan relationships will be limited to accounts with evidence of exceptional performance.

3.07 — Reserve Guidelines

General	Cofina uses UCS classifications, Customer Ratings, and the following general reserve guidelines to arrive at a proper valuation for individual assets in the portfolio and the overall portfolio value.
	This procedure identifies the reserve guidelines for each UCS asset classification category.
Loss Reserve Guidelines	Cofina recognizes the importance of building adequate loss reserves. At the same time, accurately estimating future losses is imprecise. Therefore, a 2% loss reserve is applied to the outstanding balance of each of the following asset classifications to determine a target general reserve for losses:

• Acceptable assets

• Other assets especially mentioned

• Substandard assets

• Doubtful assets

For all Obligors classified as “Loss”, the required reserve is 20% of the outstanding Principal Balance or the actual expected loss amount, whichever is greater.

Management will periodically evaluate the adequacy of the general and specific reserves and recommend changes in addition to reserves, as necessary.

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4.00 — Legal Documentation

4.01 — Legal Documentation Overview

General	Sound legal documentation is an important part of credit administration practices as appropriate and accurately prepared legal documents protect the rights of Cofina if issues arise.
	The documentation process begins with the Loan Agreement as presented in Section 2.08. The following sections identify other important documents which address specific collateral or other legal needs.

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4.02 — Real Estate Mortgage Documentation

General	Cofina uses a standard real estate mortgage for securing real property offered by customers as collateral for Cofina loans. Even though collateral through acquisition of real estate is seldom necessary in Cofina relationships with customers, it is vitally important that this secondary source of repayment is perfected in a manor that protects the interests of Cofina and its shareholders.
	Although the real estate mortgage is drafted by Cofina staff, the customer is responsible for hiring local counsel to update abstracts and issue an attorney’s opinion or obtain title insurance to complete the mortgage filings.
Mortgage Instructions	The following numbered instructions correspond to the sample Real Estate Mortgage that follows in this procedure.

1.	The customer or mortgagor enters the date the mortgage is made and executed.
2.	Cofina enters the accurate legal name of the customer/ mortgagor.
3.	Cofina enters the state location of the customer/mortgagor.
4.	Cofina enters the post office address of the customer/ mortgagor.
5.	Cofina enters the amount of the real estate mortgage based on the amount specified in the loan agreement as directed by the Loan Committee.
6.	Cofina enters the County and State location of the mortgaged property.
7.	Cofina enters the full legal description of the mortgaged property.
8.	Cofina enters the amount, and types of loan(s) information as specified in the loan agreement.
9.	Cofina enters the name of the customer/mortgagor.
10.	The customer/mortgagor executes the real estate mortgage by having two authorized officers sign the mortgage and their signatures notarized.
11.	Cofina enters the customer/mortgagor name and state location.
12.	The county agent or other official responsible for mortgage recordings certifies that the mortgage has been properly recorded in the county office.

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REAL ESTATE MORTGAGE

     THIS MORTGAGE, made and executed this [ 1 ], by [ 2 Borrower] a cooperative corporation, organized under the laws of the State of [ 3 ], Mortgagor, whose post office address is [ 4 ], to COFINA FINANCIAL, a Minnesota corporation, whose post office address is Post Office Box 64089, St. Paul, Minnesota 55164-0089. For the purpose of securing payment of an indebtedness from the Mortgagor to the Mortgagee in the principal sum of [ 5 ] Dollars [$ ] and interest thereon, and any future advances or readvances made by Mortgagee to the Mortgagor nor exceeding the aggregate amount outstanding at any one time the said principal sum, and interest thereof, Mortgagor does hereby grant, bargain, sell, and convey, to the Mortgagee, its successors and assigns, forever, all that certain real estate located in the County of [.6.] State of [..6..] described as follows:

7 [ Legal Description or attached Exhibit]

     TO HAVE AND TO HOLD THE DESCRIBED REAL ESTATE, together with all the tenements, hereditments and appurtenances belonging or in anyway pertaining to the same, to the Mortgagee, its successors and assigns forever. And the Mortgagor covenants with the Mortgagee, its successors and assigns, as follows: That it is lawfully seized of the described premises; that it has good right to convey the same; that the same are free from all encumbrances; that the Mortgagee, its successors and assigns, shall quietly enjoy and possess the same; and that the Mortgagor will WARRANT and DEFEND the title to the same against all lawful claims.

     THIS MORTGAGE is given to secure the indebtedness evidenced by a note or notes made by the Mortgagor to the Mortgagee, described as follows:

Amount	Interest Rate
$[ 8 ] — Operating	Variable Rates of Interest as the Mortgagee’s Board of Directors shall from time to time prescribe.
$[ 8 ] — Term

With interest payable monthly on the day of each and every month, as Mortgagee shall specify, of each year, and to secure all renewals and extensions of the described notes.

     THIS MORTGAGE is further given to secure such advances and readvances as the Mortgagee may make to the Mortgagor from time to time, it being agreed that if partial payments shall be made on the indebtedness at any time readvances may be made by the Mortgagee to the Mortgagor, and that all advances, readvances, and loans shall be secured by this mortgage within the limits of the principal sum.

     FUTURE advances or readvances shall be evidenced by a note or notes, made by the Mortgagor to the Mortgagee. This mortgage is given to secure all future notes, with interest thereon, as well as the note or notes now existing.

     THIS MORTGAGOR FURTHER COVENANTS AND AGREES:

     1. That the indebtedness evidenced by the note or notes described herein, and any indebtedness which may be evidenced by any note or notes in renewal thereof, of which may result from further and future advances may be made by the Mortgagee to the Mortgagor and secured by this mortgage as herein provided, shall be repaid to the Mortgagee in accordance with the terms of the note or notes evidencing such indebtedness, and the Mortgagor hereby agrees that nothing in any agreement between the Mortgagor and Mortgagee shall be construed as limited, modifying, or restricting the right of the Mortgagee to demand payment of said indebtedness in accordance with the terms of the note or notes evidencing the same.

     2. That it will pay both principal and interest to the Mortgagee at its office in the City of Inver Grove Heights, Minnesota, in lawful money of the United States of America, according to the terms and conditions of the note or notes secured by this Mortgage, at the time and in the manner above specified, together with all costs and expenses of collection, if any there shall be.

     3. That all checks or drafts, delivered to the Mortgagee for the purpose of paying any sum or sums secured hereby will be paid upon presentment, and that all agencies used in making collections thereof, including those agencies transmitting the proceeds of such items to the Mortgagee, shall be considered agents of the Mortgagor or anyone by or on behalf of whom payment is sought to be made.

     4. That no extension, assignment, or transfer of the above-described note or notes shall be considered as a discharge hereof or waiver of any default hereunder. No delay of the Mortgagee in

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asserting any right accruing by virtue of any default in any condition hereof shall be construed as a waiver of such default, nor shall any waiver or any default in any condition hereof be construed as a waiver of such condition or of any other term or condition hereof or right hereunder.

     5. That it will maintain its corporate existence and operate its business as a cooperative association at all times that indebtedness secured by this mortgage shall remain unpaid.

     6. That it will insure and keep insured buildings and other improvements now located on, or which may hereinafter be located on, the premises covered by this mortgage, against loss and damage by fire and windstorm, and such other risks as from time to time may be required by the Mortgagee, and in forms and amounts and with companies satisfactory to the Mortgagee, with clause executed and attached making loss, if any, payable to the Mortgagee as its interest may appear in said property at the time of loss; each policy evidencing such insurance to be delivered to the Mortgagee. The Mortgagee may apply loss funds received to any indebtedness secured hereby.

     7. That it will pay when due all taxes, liens, judgments, or assessment which have been or may be lawfully assessed or levied against the property herein mortgaged and that it will pay when due all licenses or fees legally owing by or chargeable to the Mortgagor.

     8. That in the event it fails to maintain insurance as hereinbefore provided or fails to pay when due any taxes, liens, judgments, assessments, licenses, or fees legally owing, the Mortgagee may provide such insurance and make such payment, and the sum paid therefore shall become a part of the indebtedness secured hereby, shall bear interest from the date of payment at the rate of seven percent (7%) per annum, and shall be immediately due and payable.

     9. That it will keep all buildings and equipment subject to this mortgage in good and substantial repair during the continuance hereof and will not cause, suffer, or permit waste thereof.

     10. That the Mortgagee may, at the Mortgagor’s cost, examine the books, records, and documents of the Mortgagor and make reasonable recommendations as to business practices in the conduct of the Mortgagor’s business, which shall be promptly adopted and, in good faith, carried out by the Mortgagor.

     11. That it will execute such further and additional documents or instruments or do so perform all such acts as may be reasonable requested by the Mortgagee further to perfect its title as Mortgagee to any of the property hereinabove described.

     12. That it will not, during the existence of any part of the lien herein provided for, sell, lease, or assign all or any part of the property herein described without the written consent of the Mortgagee, its successors or assigns all or any part of the property herein described without the written consent of the Mortgagee, its successors or assigns, approving such sale, lease or assignment. This limitation on the power of alienation shall not be exhausted by use, but shall be continuous so long as any part of the lien herein provided exists.

     13. That if the premises herein described be acquired, in whole, or in part, by anyone who does not assume and agree to pay this mortgage, the whole of said mortgage indebtedness shall be come due at the option of the Mortgagee.

     14. That if there be any security other than this mortgage for the indebtedness secured hereby, then upon default, the Mortgagee may proceed upon this and any other security, either concurrently or separately, in any order that said mortgagee may elect.

     15. That no remedy herein conferred on or reserved to the Mortgagee is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder and now or hereafter existing at law or in equity or by statute.

     16. That all of the rights, privileges, and powers herein vested in the Mortgagee shall inure to, and may be exercised by, any subsequent holder of the note or notes, or any renewals thereof, hereby secured, and this mortgage shall be binding upon the successors and assigns of the Mortgagor.

     17. That the Mortgagor shall receive any sums payable under or arising out of any eminent domain proceedings affecting the whole or any part of, or any interest in, the real estate covered by the mortgage. All such sums are hereby assigned by the Mortgagor to the Mortgagee and when received by the Mortgagee may be applied on the indebtedness secured by this mortgage in such manner as the Mortgagee may elect.

     18. That in the case of the non-payment of any indebtedness secured hereby, including any sums advanced for payment of insurance premium, taxes, liens, judgments, assessments, licenses, or fees, in accordance with the terms of this mortgage or in case of the failure of the Mortgagor to keep or perform any other covenant, agreement, stipulation, or condition herein contained at the option of the Mortgagee, its successors or assigns (notice of such option being hereby expressly waived) the entire principal sum secured by the mortgage, together with all accrued interest thereon, shall be deemed to have become due, without notice; and thereafter such principal sum shall bear simple interest at the rate

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shown above, to be secured by this mortgage. Either (1) the whole of said principal sum, when so deemed due, together with all other sums due hereunder, all with interest thereon as provided in this mortgage, or (2) any sums which may be past due hereunder without accelerating the maturity of the whole debt hereby secured, with interest on such past due sums as provided herein, shall be collectible in a suit at law, or by foreclosure of this mortgage. Whenever the said principal indebtedness has become due, by acceleration or otherwise or whenever any sum secured hereby has become past due, it shall be lawful for said Mortgagee, its successors and assigns to sell and convey the said real estate, with its appurtenances, at public auction as provided by the statutes; and on such sale, to make and executed to the purchaser its, his or her assigns, forever a good and sufficient deed of conveyance pursuant to statutes. Out of the monies arising from such sale, under decree of court, the Mortgagee shall retain (a) the principal and interest which shall be then be due on the notes (b) any sums advanced by the Mortgagee, its successors, or assigns and secured by the Mortgage, with interest as shall be allowed by law or the practice of the courts, or in a reasonable amount; and the surplus money, if any, shall be paid to the said Mortgagor, its successors, or assigns. And the mortgagor, for itself and all successors in interest, expressly agrees that at any sale held pursuant to the power of sale herein, pursuant to decree of court , all of the said described premises, or all of the same not theretofore released, may, at the option of the Mortgagee, be offered and sold in bulk and as on parcel; and that all provisions of statute and rules of law to the contrary are hereby waived by the Mortgagor.

     IN WITNESS WHEREOF, the Mortgagor has caused to be executed in its corporate name by its duly authorized officers and its corporate seal (if any) to be affixed on the day and year first above written.

(Corporate seal, if any)	[ 9 ]
	Mortgagor
	By:	10
		President
	By:	10
		Secretary

     The foregoing instrument was acknowledged before me this [date], by [name of officer signing] and [name of officer signing], the President and Secretary, respectively of [11 cooperative name] a [11 state] corporation, and to me personally known to be the persons who executed the within and foregoing instrument on behalf of the corporation as such officers, and said officers acknowledged said instrument to be the free act and deed of said corporation, and further acknowledged to me that said corporation executed the same.

Notary Public

My Commission expires:

This instrument was drafted by: Cenex Finance Assn., Inc. – P. Bruley, PO Box 64089, and St. Paul, MN Recording information: 12

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4.03 –Supplemental/Amendment RE Mortgage Documentation

General	Cofina uses supplemental or amendment real estate mortgages to supplement the existing mortgage to increase the dollar amount or amend the existing real estate mortgage to add collateral and coverage to the existing mortgage or mortgages.
Supplemental Instructions	The following numbered instructions correspond to the sample Supplemental Real Estate Mortgage that follows in this procedures

1.	The customer or mortgagor enters the date the supplemental mortgage is made and executed.
2.	Cofina enters the name of the customer/mortgagor.
3.	Cofina enters the post office address and state location of the customer/mortgagor.
4.	Cofina enters the amount of the supplemental mortgage as directed by the loan committee.
5.	Cofina enters the County and State location of the mortgaged property (from the existing mortgage).
6.	Cofina enters the reference to the real estate mortgage which this new one supplements (recording data from existing mortgage).
7.	Cofina enters the real estate mortgage legal description from the existing mortgage.
8.	Cofina enters the customer/mortgagor name.
9.	The customer /mortgagor executes the supplemental real estate mortgage by having two authorized officers’sign the mortgage and their signatures notarized.
10.	Cofina enters the customer/mortgagor name.
11.	The county agent or other official responsible for mortgage recordings certifies that the mortgage has been properly recorded in the county office.

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SUPPLEMENTAL REAL ESTATE MORTGAGE

     This Supplemental Real Estate Mortgage, made and executed on [ 1 ] by: [ 2 ], a cooperative corporation, organized under the laws of the State of Minnesota, Mortgagor, whose post office address is: [ 3 ], to COFINA FINANCIAL, a Minnesota corporation, whose post office address is Post Office Box 64089, St. Paul, Minnesota 55164-0089. For the purposes of securing payment of an indebtedness from the Mortgagor to the Mortgagee in the principal sum of [ 4 ] and No/100 Dollars —— ($ 4 ), and interest thereon at the variable rate of interest as the mortgagee’s board of directors may from time to time prescribe and any future advances or readvances made by Mortgagor to Mortgagee not exceeding in the aggregate amount outstanding at any one time the said principal sum, and interest thereof, Mortgagor does hereby grant, bargain, sell, and convey, to the Mortgagee, its successors and assigns, forever, all that certain real estate located in the County of [ 5], State of [ 5], described as follows:

This supplemental real estate mortgage is to supplement that certain real estate mortgage dated [6], in the original amount of $      [ 6 ], recorded      [ 6 ], in Book/Liber/Volume      [ 6 ] of Mortgages, pages [6 ], as Document # [6 ], in [ 6 ], County Recorder’s Office .

7
(SEE ATTACHED PAGES FOR LEGAL DESCRIPTIONS)

8
Mortgagor
By:	9
	Its: President
By:	9
	Its: Secretary

State of	)
	) ss.
County of	)

     The foregoing instrument was acknowledged before me on 9, by                                          and                                         , the                                          and                                          respectively of, 10, a Minnesota corporation on behalf of the corporation.

 9  Notary Public

This instrument was drafted by:
COFINA FINANCIAL — P. Bruley
PO Box 64089
St. Paul, Minnesota 55164-0089

11 – Recording Information

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Amendment
Instructions The following numbered instructions correspond to the sample Amendment Real Estate Mortgage that follows in the procedures.

1.	The customer or mortgagor enters the date the supplemental mortgage is made and executed.
2.	Cofina enters the name of the customer/mortgagor.
3.	Cofina enters the name of the post office address and State location of the customer/mortgagor.
4.	Cofina enters the amount of the amended mortgage as directed by the loan committee.
5.	Cofina enters the County and State location of the property to be mortgaged.
6.	Cofina enters the reference to the real estate mortgage which this new amendment mortgage adds as collateral to the existing mortgage (recording data from existing mortgage).
7.	Cofina enters the real estate description of the collateral to be added to existing mortgage.
8.	Cofina enters the customer/mortgagor name.
9.	The customer/mortgagor executes the amendment real estate mortgage by having two authorized officers’ sign the mortgage and their signatures notarized.
10.	Cofina enters the customer/mortgage name.
11.	The county agent or other official responsible for mortgage recordings certifies that the mortgage has been properly recorded in the county office.

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AMENDMENT REAL ESTATE MORTGAGE

     This Amendment Real Estate Mortgage, made and executed on [ 1 ] by: [ 2 ], a cooperative corporation, organized under the laws of the State of Minnesota, Mortgagor, whose post office address is: [ 3 ], to COFINA FINANCIAL, a Minnesota corporation, whose post office address is Post Office Box 64089, St. Paul, Minnesota 55164-0089. For the purposes of securing payment of an indebtedness from the Mortgagor to the Mortgagee in the principal sum of [ 4 ] and No/100 Dollars —— ($ 4 ), and interest thereon at the variable rate of interest as the mortgagee’s board of directors may from time to time prescribe and any future advances or readvances made by Mortgagor to Mortgagee not exceeding in the aggregate amount outstanding at any one time the said principal sum, and interest thereof, Mortgagor does hereby grant, bargain, sell, and convey, to the Mortgagee, its successors and assigns, forever, all that certain real estate located in the County of [ 5 ], State of [ 5 ], described as follows:

     This amendment real estate mortgage is to add that certain real estate mortgage dated [6 ], in the original amount of $      [ 6 ], recorded      [ 6 ], in Book/Liber/Volume     [ 6 ] of Mortgages, pages [ 6], as Document # [ 6 ], in [ 6 ], County Recorder’s Office .

7
(SEE ATTACHED PAGES FOR LEGAL DESCRIPTIONS)

8
Mortgagor
By:	9
	Its: President
By:	9
	Its: Secretary

State of Minnesota	)
	) ss.
County of	)

     The foregoing instrument was acknowledged before me on 9, by                                          and                                          , the                                          and                                          respectively of, 10, a Minnesota corporation on behalf of the corporation.

 9  Notary Public

This instrument was drafted by:
COFINA FINANCIAL — P. Bruley
PO Box 64089
St. Paul, Minnesota 55164-0089

11 – Recording Information

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4.04 –Release of Mortgage Documentation

General

Cofina typically releases collateral covered by a real estate mortgage in two manners. One is a Partial Release of Mortgage where the mortgage is to stay in place, but a specific part of the mortgaged property is released at the request of customer (i.e. customer has sold property, etc.) Such releases represent credit decisions that must be approved by the loan committee. The second release is a Satisfaction of Mortgage. In this case, the loan or loans supported by the mortgage have been repaid and therefore the need for the mortgage has been eliminated.

Partial Release of Mortgage Instructions

The following numbered instructions correspond to the sample Partial Release of Mortgage on the following page.

1.	Cofina enters the County where the property is located to be released.
2.	Cofina enters the State location of the property to be partially released.
3.	Cofina enters the legal description of the property to be partially released.
4.	Cofina enters the date of the original mortgage.
5.	Cofina enters the customer/mortgagor name.
6.	Cofina enters the customer/mortgagor’s city of business and State location.
7.	Cofina enters the original recording data (date, book/libor/volume number of mortgages, page number(s), and document number) from the original mortgage.
8.	Cofina enters the date of the partial release.
9.	Cofina executes the partial release by an authorized officer of Cofina Financial.
10.	Cofina signs the partial release by person attesting to the officer’s signature.
11.	Cofina personnel notarizes the signature of the party executing the partial release.
12.	Affix notary stamp.

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PARTIAL RELEASE OF MORTGAGE

     COFINA FINANCIAL, Post Office Box 64089, of St. Paul, Minnesota 55164-0089, a Minnesota corporation, certifies that a parcel of land in the County of [ 1 ], [ 2 ], as described as follows:

     3 [ type legal description of collateral being release or attached on an Attached Exhibit “A] is hereby released from the lien of a real estate mortgage dated [ 4 ], executed by [ 5 ], with its place of business at [ 6 ], [ 6 ], to COFINA FINANCIAL, and filed for record in [ 7 ] County on [ 7 ], in Book/Liber/Volume [ 7 ], Mortgages, page [ 7 ], as Document No. [ 7 ]. The County Agent is authorized to discharge the premises aforesaid from the lien of this real estate mortgage upon the record thereof.

Dated: [ 8 ]

		COFINA FINANCIAL
Attest:	10	By:	9
			President

State of Minnesota	)
	) ss.
County of Ramsey	)

The foregoing was acknowledged before me this [     ] day of [     ], 2002, by                                         , President of COFINA FINANCIAL, known to me to be such officer and by me being duly sworn, said that he is such officer of COFINA FINANCIAL, that this instrument was executed on behalf of the Corporation.

 11  Notary Public

12 - Notary Seal

This instrument was drafted:
Cenex Finance Assn. — P. Bruley
Post Office Box 64089, St. Paul, MN 55164-0089

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Satisfaction of
Mortgage Instructions
The following numbered instructions correspond to the sample Satisfaction of Mortgage on the following page.

1.	Cofina enters the date of the original mortgage.
2.	Cofina enters the customer/mortgagor name.
3.	Cofinaenters the customer/mortgagor place of business and State location.
4.	Cofina enters the county where the original mortgage was recorded.
5.	Cofina enters the original recording data (date, book/libor/volume of mortgages, page number (s) , and document number) from the original mortgage.
6.	Cofina enters the date of the satisfaction of mortgage.
7.	Cofina signs the satisfaction of mortgage attesting to the officer’s signature.
8.	Cofina signs the satisfaction of mortgage by an authorized officer of Cofina Financial.
9.	Cofina personnel notarizes the signature of the party executing the satisfaction.
10.	Affix notary stamp.

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SATISFACTION OF MORTGAGE

     COFINA FINANCIAL, a Minnesota corporation, Post Office Box 64089, St. Paul, Minnesota 55164-0089, certifies that a real estate mortgage dated [ 1 ], executed by [ 2 ], with its place of business at [ 3 ], and filed for record in the office of the [ 4 ], (Register of Deeds/County Clerk/County Recorder), on [ 5 ], in Book/Liber/Volume [ 5 ], Mortgages, page [ 5 ], as Document No. [ 5 ], is paid and satisfied in full. The County Agent is hereby authorized to discharge the same upon the record thereof.

Dated: [ 6 ].

Attest:	COFINA FINANCIAL
	By:	7
		President

State of Minnesota	)
	) ss.
County of Ramsey	)

     The foregoing was acknowledged before me this [     ] day of [     ], 2002, by                                         , President of COFINA FINANCIAL, known to me to be such officer and by me being duly sworn, said that he is such officer of COFINA FINANCIAL, that this instrument was executed on behalf of the Corporation.

 9  Notary Public

10 - Notary Seal

This instrument was drafted:
Cenex Finance Assn. — P. Bruley
Post Office Box 64089, St. Paul, MN 55164-0089

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4.05 – Security Agreement Documentation

General	The security agreement starts the process of perfecting the Cofina security interest in all personal property owned by the customer. The security agreement establishes a claim on this important and liquid collateral for Cofina. The UCC-1 Financing Statement described in the following procedure perfects and files the interest Cofina holds in this personal property.
Security Agreement Instructions	The following numbered instructions correspond to the sample Security Agreement that follows in this procedure.

1.	The customer/debtor enters the date the agreement is made and executed.
2.	Cofina enters the name of the customer/debtor.
3.	Cofina enters the state in which the customer/debtor is incorporated.
4.	Cofina enters the customer/debtor’s principal place of business.
5.	Cofina enters the language defining the personal property and proceeds covering by the security agreement. Cofina has standard language (shown in the sample document) that is used from most security agreements. Loan officers have the ability to recommend alternative language for loan committee consideration.
6.	Cofina enters the state in which the customer/debtor is incorporated (also in (i) and (ii)).
7.	Cofina enters the customer/debtor name, city, and state.
8.	The customer/debtor executes the security agreement by having two authorized officers sign the security agreement.

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SECURITY AGREEMENT

     THIS SECURITY AGREEMENT made and executed on [1] by and between [2 ] a cooperative corporation created and existing under the laws of the State of, [ 3 ] whose principal place of business is [ 4 ], herein called “Debtor,” to and in favor of COFINA FINANCIAL, INC, a Minnesota cooperative corporation, the post office address is Post Office Box 64089, St. Paul, Minnesota 55164-0089, herein called “Secured Party.”

     This Security Agreement secures the following obligations (“Obligations”): (i) all loans and advances made or to be made by Secured Party to Debtor; (ii) the payment of all loans and advances now or in the future made and all other indebtedness of Debtor to Secured Party now existing or hereafter incurred and any extensions of renewals thereof; (iii) the performance of all terms, covenants and conditions required of Debtor in accordance with the terms of this Security Agreement and all loan agreements, currently and hereafter entered into by Secured Party and Debtor; and (iv) to secure payment of all notes evidencing the indebtedness secured by this Security Agreement.

1.	GRANT OF SECURITY INTEREST. To secure the payment and performance of the Obligations, the Debtor grants the Secured Party a security interest (“Security Interest”) in, and assigns to the Secured Party, all of the personal property of Debtor, wherever located, and now owned or hereafter acquired (called the “Collateral”), including:
5

(i)	Accounts, including health-care-insurance receivables;
(ii)	Chattel paper;
(iii)	Inventory;
(iv)	Equipment;
(v)	Instruments;
(vi)	Investment Property;
(vii)	Documents;
(viii)	Deposit accounts;
(ix)	Letter-of-credit rights;
(x)	General intangibles;
(xi)	Supporting obligations; To the extent not listed above as original collateral, proceeds and products of the foregoing;
(xii)	To the extent not included in the above list of collateral and in amplification of that collateral without limitation, cash and non-cash proceeds, all vehicles, including those that have certificates of title, commodity accounts, commodity contracts, electronic chattel paper, fixtures, goods, payment intangibles, software and all contracts, including L.P. gas lease tank contracts, all being without limitation; and
(xiii)	Investments in other cooperatives, including but not limited to Debtor’s investments in COFINA FINANCIAL, CoBank, Cenex Harvest States Cooperatives, Farmland Industries, Inc., and Land O’ Lakes, Inc..

     2. PERFECTION OF SECURITY INTERESTS.

     2.1 Filing of financing statement.

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          (i) Debtor authorizes Secured Party to file a financing statement (“Financing Statement”) describing the Collateral, and to file such other and further documents to attain, maintain or continue a security interest prior to all other security interests.

          (ii) Debtor authorizes Secured Party to file a Financing Statement describing any agricultural liens or other statutory liens held by Secured Party.

          (iii) Secured Party shall receive prior to the Closing an official report from the Secretary of State of each Collateral State, Chief Executive Office State, and the Debtor State (each as defined below in 3.3) (the “SOS Reports”) indicating that Secured Party’s security interest is prior to all other security interests or other interests reflected in the SOS Reports.

     2.2 Possession.

          (i) Debtor shall have possession of the Collateral, except where expressly otherwise provided in this Security Agreement, or where Secured Party chooses to perfect its Security Interest by possession, in addition to the filing of a Financing Statement.

          (ii) Where Collateral is in the possession of a third party, Debtor will join with Secured Party in notifying the third party of Secured Party’s Security Interest and obtaining an acknowledgment from the third party that it is holding the Collateral for the benefit of Secured Party.

     2.3 Control. Debtor will cooperate with Secured Party in obtaining control with respect to Collateral consisting of:

          (i) Deposit Accounts;

          (ii) Investment Property;

          (iii) Cash Proceeds;

          (iv) Accounts Receivable; and

          (v) Electronic chattel paper.

     2.4 Marking of Chattel Paper. Debtor will not create any Chattel Paper without placing a legend on the Chattel Paper acceptable to Secured Party indicating that Secured Party has a security interest in the Chattel Paper.

     2.5 Payment of Obligations. Debtor will pay all Obligations secured by this Security Agreement and any renewals or extensions thereof, together with all interest thereon and all other sums payable by Debtor in accordance with the terms of this Security Agreement, loan agreements executed by Debtor, any notes evidencing the Obligations secured by this Security Agreement, or any renewals or extensions thereof, and any real estate mortgages also securing the Obligations secured by this Security Agreement.

     3. DEBTOR’S REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants that:

     3.1 Title To and Transfer of Collateral. It has rights in or the power to transfer the Collateral and its title to the Collateral is free of all adverse claims, liens, security interests and restrictions on transfer or pledge except as created by this Security Agreement. On demand of Secured Party, Debtor shall furnish further assurances of title to the Collateral and further Security for the Obligations.

     3.2 Location of Collateral. All Collateral consisting of Goods is located solely in the State of [ 6 ].

     3.3 Location, State of Incorporation, and Name of Debtor. Debtor’s:

          (i) chief executive office is located in the State of [ 6 ].

          (ii) state of incorporation is the State of [ 6 ] ; and

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          (iii) exact legal name is as set forth in the first paragraph of this Security Agreement.

     3.4 Loan Application Statements. That the statements and information contained in Debtor’s loan application(s) are true and correct and that the proceeds of the Obligations secured by this Security Agreement will be used solely for the purpose(s) set forth in the loan application(s).

     4. DEBTOR’S COVENANTS. Until the Obligations are paid in full, Debtor agrees that it will:

          (i) preserve its corporate existence and not, in one transaction or a series of related transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets;

          (ii) not change the state of its incorporation, its Chief Executive Office State or its Debtor State;

          (iii) not change its corporate name without providing Secured Party with 30 days’ prior written notice.

     5. POST-CLOSING COVENANTS AND RIGHTS CONCERNING THE COLLATERAL.

     5.1 Inspection of Records. Secured Party may at Debtor’s cost inspect and examine the books, records, and other documents of Debtor.

     5.2 Personal Property. The Collateral shall remain personal property at all times. Debtor shall not affix any of the Collateral to any real property in any manner which would change its nature from that of personal property to real property or to a fixture.

     5.3 Secured Party’s Collection Rights. Secured Party shall have the right at any time to enforce Debtor’s rights against the account debtors and obligors.

     5.4 Limitations on Obligations Concerning Maintenance of Collateral.

          (i) Risk of Loss. Debtor has the risk of loss of the Collateral.

          (ii) No Collection Obligations. Secured Party have no duty to collect any income accruing on the Collateral or to preserve any rights relating to the Collateral.

     5.5 No Disposition of Collateral. Secured Party does not authorize, and Debtor agrees not to:

(i) make any sales or leases of any of the Collateral, except for such inventory that the Debtor sells in the ordinary course of business, in which case the Secured Party retains its security interest in any and all proceeds and after acquired collateral as though it were original collateral;

(ii) license any of the Collateral; or

(iii) grant any other security interest in any of the Collateral.

     5.6 Purchase Money Security Interests. To the extent Debtor uses the proceeds of any loans to purchase Collateral, Debtor’s repayment of the loans shall apply on a “first-in-first-out” basis so that the portion of the loans used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral.

     5.7 Payment of Liens. Debtor will pay when due all taxes, levies, assessments or other claims which are or may become liens against the Collateral. Debtor will keep the Collateral insured in such amounts, with such companies, and in such form as the Secured Party shall require. If Secured Party pays any rents, taxes, levies, charges, or liens whatsoever affecting the Collateral, or insurance premiums, the same shall become a part of the Obligations secured by this Security Agreement and shall be payable on demand, with simple interest at the highest rate allowed by law.

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     5.8 Maintenance and Inspection of Collateral. Debtor will care for and maintain the Collateral in a reasonable manner, and will allow Secured Party or its agent(s) to inspect the Collateral at any time or location.

     5.9 Performance under Loan Agreements. Debtor will perform and observe all of the terms, covenants, and conditions of all loan agreements entered into between Secured Party and Debtor in connection with any of the Collateral secured by this Security Agreement, which terms, covenants and conditions of such loan agreements are by this reference incorporated herein and made a part of this Security Agreement.

     5.10 No Modification. Debtor hereby agrees that nothing in any agreement between Debtor and Secured Party shall be construed as limiting, modifying, or restricting the right of Secured Party to demand payment of the indebtedness with the terms of the note(s) evidencing the same and Obligations secured under this Security Agreement in accordance with the terms of the note(s) evidencing the same and Debtor further agrees that no extension, assignment or transfer of one or more of the notes evidencing such Obligations shall be construed as a discharge in whole or in part of this Security Agreement or a waiver of any default hereunder. Debtor further agrees that no delay of Secured Party in asserting any right accruing because of any default of Debtor to comply with any of the terms and provisions of this Security Agreement shall be construed as a waiver of such default, nor shall any waiver of any default under any loan agreement or security agreement be construed as a waiver of any other term or condition under any loan agreement or security agreements between Debtor and Secured Party or the rights of Secured Party thereunder either whole or in part.

     5.11 No Right to Future Loans or Advances. Nothing contained in this Security Agreement shall be construed to obligate Secured Party to make any loans or advances to Debtor and that the purpose of this Security Agreement is to provide collateral security for presently existing indebtedness and loans and advances which, in the absolute discretion of Secured Party, may hereafter be made to Debtor.

     5.12 Rights Under Security Agreement. If Secured Party shall be secured by any security other than that covered by this Security Agreement or has the security covered by this Security Agreement covered by any other agreement or lien, then upon default by Debtor of one or more of its undertakings to Secured Party, Secured Party may proceed upon any security liened to it, either concurrently or separately, in any order that it may elect.

     6. EVENTS OF DEFAULT. The occurrence of any of the following shall, at the option of Secured Party, be an Event of Default:

          (i) Any default or Event of Default (as defined) by Debtor under any loan agreement between Debtor and Secured Party, or any of the other Obligations;

          (ii) Debtor’s failure to comply with any of the provisions of, or the incorrectness of any representation or warranty contained in, this Security Agreement, any loan agreements, any notes, or in any of the other Obligations;

          (iii) Transfer or disposition of any of the Collateral, except as expressly permitted by this Security Agreement;

          (iv) Attachment, execution or levy on any of the Collateral;

          (v) Debtor voluntarily or involuntarily becoming subject to any proceeding under either the Bankruptcy Code or any similar remedy under state statutory or common law;

          (vi) Debtor failing to comply with, or become subject to any administrative or judicial proceeding under any federal, state or local (a) hazardous waste or environmental law, (b) asset forfeiture or similar law which can result in the forfeiture of property, or (c) other law, where noncompliance may have any significant effect on the Collateral;

          (vii) Secured Party receives at any time following the Closing an SOS Report indicating that Secured Party’s security interest is not prior to all other security interests or other interests reflected in the SOS Report; or

          (viii) Secured Party deems itself insecure at any time.

     7. DEFAULT COSTS.

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     Should an Event of Default occur, Debtor will pay to Secured Party all costs reasonably incurred by the Secured Party for the purpose of enforcing its rights hereunder, including:

          (i) costs of foreclosure;

          (ii) costs of obtaining money damages; and

          (iii) a reasonable fee for the services of attorneys employed by Secured Party for any purpose related to this Security Agreement or the Obligations, including consultation, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration.

     8. REMEDIES UPON DEFAULT.

     8.1 General. Upon any Event of Default, Secured Party may pursue any remedy available at law (including those available under the provisions of the Uniform Commercial Code (“UCC”)), or in equity to collect, enforce or satisfy any Obligations then owing, whether by acceleration or otherwise.

     8.2 Conformer Remedies. Upon any Event of Default, Secured Party shall have the right to pursue any of the following remedies separately, successively or simultaneously:

          (i) File suit and obtain judgment and, in conjunction with any action, Secured Party may seek any ancillary remedies provided by law, including levy of attachment and garnishment.

          (ii) Take possession of any Collateral if not already in its possession without demand and without legal process. Upon Secured Party’s demand, Debtor will assemble and make the Collateral available to Secured Party as directed by Secured Party. Debtor grants to Secured Party the right, for this purpose, to enter into or on any premises where Collateral may be located.

          (iii) Without taking possession, sell, lease or otherwise dispose of the Collateral at public or private sale in accordance with the UCC.

     8.3 Surplus; Deficiency. After disposal of any Collateral due to an Event of Default, Debtor is entitled to any surplus resulting from the disposal, but is responsible for any deficiency if the Collateral does not satisfy all of the Obligations secured by this Security Agreement.

     8.4 Notice. If any instance in which notice to Debtor is required by this Security Agreement, or is required by law, such notice shall be deemed sufficiently given when Secured Party mails, first class postage prepaid, such notice to Debtor at the post office address given in this Security Agreement. Arrangements for forwarding such notice, if necessary, shall be the responsibility of Debtor.

     8.5 Change in Financial Condition. Debtor will promptly advise Secured Party of any adverse change in its financial condition and of any pending or potential suit or proceeding before any court, administrative agency or other tribunal for or on account of any claim which is not adequately covered by liability insurance.

     9. FORECLOSURE PROCEDURES.

     9.1 No Waiver. No delay or omission by Secured Party to exercise any right or remedy accruing upon any Event of Default or other provision of this Security Agreement shall (a) impair any right or remedy, (b) waive any default or operate as an acquiescence to the Event of Default, or (c) affect any subsequent default of the same or of a different nature, and, in any case, only a written waiver of Secured Party shall be a surrender of any such right.

     9.2 Notice of Sale. Secured Party shall give Debtor such notice of any private or public sale as may be required by the UCC.

     9.3 Condition of Collateral. Secured Party has no obligation to clean-up, repair or otherwise prepare the Collateral for sale.

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     9.4 No Obligation to Pursue Others. Secured Party has no obligation to attempt to satisfy the Obligations by collecting them from any other person liable for them and Secured Party may release, modify or waive any collateral provided by any other person to secure any of the Obligations, all without affecting Secured Party’s rights against Debtor. Debtor waives any right it may have to require Secured Party to pursue any third person for any of the Obligations.

     9.5 Compliance With Other Laws. Secured Party may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.

     9.6 Warranties. Secured Party may sell the Collateral without giving any warranties as to the Collateral. Secured Party may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.

     9.7 Sales on Credit. If Secured Party sells any of the Collateral upon credit, Debtor will be credited only with payments actually made by the purchaser, received by Secured Party and applied to the indebtedness of the Purchaser. If the purchaser fails to pay for the Collateral, Secured Party may resell the Collateral and Debtor shall be credited with the proceeds of the sale.

     9.8 Purchases by Secured Party. If Secured Party purchases any of the Collateral being sold, Secured Party may pay for the Collateral by crediting some or all of the Obligations of the Debtor.

     9.9 No Marshaling. Secured Party shall have no obligation to marshal any assets in favor of Debtor, or against or in payment of:

          (i) any notes,

          (ii) any of the other Obligations, or

          (iii) any other obligation owed to Secured Party by Debtor or any other person.

     10. MISCELLANEOUS.

     10.1 Assignment.

          (i) Binds Assignees. This Security Agreement shall bind and shall inure to the benefit of the heirs, legatees, executors, administrators, successors and assigns of Secured Party and shall bind all persons who become bound as a debtor to this Security Agreement.

          (ii) No Assignments by Debtor. Secured Party does not consent to any assignment by Debtor except as expressly provided in this Security Agreement.

          (iii) Secured Party Assignments. Secured Party may assign its rights and interests under this Security Agreement. If an assignment is made, Debtor shall render performance under this Security Agreement to the assignee. Debtor waives and will not assert against any assignee any claims, defenses or set offs which Debtor could assert against Secured Party except defenses which cannot be waived.

     10.2 Severability. Should any provision of this Security Agreement be found to be void, invalid or unenforceable by a court or panel of arbitrators of competent jurisdiction, that finding shall only affect the provisions found to be void, invalid or unenforceable and shall not affect the remaining provisions of this Security Agreement.

     10.3 Headings. Section headings used in this Security Agreement are for convenience only. They are not a part of this Security Agreement and shall not be used in construing it.

     10.4 Governing Law. This Security Agreement is being executed and delivered and is intended to be performed in the State of Minnesota and shall be construed and enforced in accordance with the laws of the State of Minnesota, except to the extent that the UCC provides for the application of the law of the Debtor States.

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     10.5 Rules of Construction.

          (i) No reference to “proceeds” in this Security Agreement authorizes any sale, transfer, or other disposition of the Collateral by the Debtor.

          (ii)“Includes” and “including” are not limiting.

          (iii)“Or” is not exclusive.

          (iv)“All” includes “any” and “any” includes “all.”

     10.6 Integration and Modifications.

          (i) This Security Agreement is the entire agreement of the Debtor and Secured Party concerning its subject matter.

          (ii) Any modification to this Security Agreement must be made in writing and signed by the party adversely affected.

     10.7 Further Assurances. Debtor agrees to execute any further documents, and to take any further actions, reasonably requested by Secured Party to evidence or perfect the Security Interest granted in this Security Agreement, to maintain the first priority of the Security Interests, or to effectuate the rights granted to Secured Party herein.

     THIS SECURITY AGREEMENT is executed by Debtor pursuant to and in conformity with resolutions adopted by its board of directors:

[ 7 ]
Cooperative
By:	8
Its:
ATTEST:
By:	8
Its:	Secretary

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4.06 —UCC 1 Financing Statement Documentation

General	The UCC 1 Financing Statement is a state specific document that is filed with the appropriate state official to perfect Cofina’s security interest in the personal property offered by the customer as collateral.
	1.	Cofina enters the customer/debtor name.
	2.	Cofina enters the customer/debtor mailing address.
	3.	Cofina enters the customer/debtor city location.
	4.	Cofina enters the customer/debtor state location.
	5.	Cofina enters the customer/debtor zip code.
	6.	Cofina enters the customer/debtor country location (USA).
	7.	Cofina enters the customer/debtor federal tax payor identification number (may be obtained from customer).
	8.	Cofina enters customer/debtor type of organization (most cases “cooperative”).
	9.	Cofina enters the customer/debtor state of organization.
	10.	Cofina enters the customer/debtor organization number assigned to the customer/debtor by the state where customer/debtor is incorporated. (this information can be obtained by searching the internet for the specific state’s secretary of state’s office or from the customer/debtor).
	11.	Cofina enters “Cofina Financial, Inc”, as secured party.
	12.	Cofina enters its mailing address.
	13.	Cofina enters its city location.
	14.	Cofina enters its state location.
	15.	Cofina enters its zip code.
	16.	Cofina enters its country location.
	17.	Cofina enters the language describing the property to be covered by the financing statement. This language should be consistent with the related financing statement.

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UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS rfrontand backl CAREFULLY A. NAME A PHONE OF CONTACT AT FILER [optional] B. SEND ACKNOWLEDGMENT TO: (Name and Address! Print
Reset THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1.DEE~OR’S EXACT FULL LEGAL NAME 1 b. INDIVIDUALS LASTNAME FIRST NAME MIDDLE NAME LISA t. ene\ finance Association, Luc. St. Paul jjglfi-Mllim) USA Debtor hereby grants the Secured [’arty a security interest in and Debtor hereby ;m!lii>ri.’r , Secured Party to tile a financing statement and assigns to the Secured Party, nil of the personnl property of Debtor, wherever located, and now owned or hereafter ac(|iiire(l, including Init not limited in accounts, including health-carc-ins lira nee receivables, chattel paper, inventory, equipment, instruments, investment property, documents, deposit accounts, letter-of-credit rights, general intangibles, supporting obligations, to the extent not listed above as original collateral, proceeds and products oliln foregoing, to the extent not included in the above list of collateral and in amplification of that collateral without limitation, cash anil non-cash proceeds, all vehicles, including those that have certificates of title, commodity accounts, commodity contracts, electronic chattel paper, fixtures, goods payment intangibles, software and all contracts, including L.P, gas lease tank contracts, all being without limitation; and investments in other cooperatives, including but not limited to Debtor’s investments in tenc\ Finance Association, Inc., C’oBank, Cene\ Harvest States Cooperatives, Farmland Industries, Inc., and Land ()’ Lake*. Inc. 8. OPTIONAL FILER REFERENCE DATA

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4.07 — Assignment of PECFA Proceeds

General	Cofina establishes term special loans for environmental clean up activities of customers in Wisconsin to make use of the Petroleum Environmental Clean up Fund Program (PECFA). As part of these loans, Cofina takes an assignment on the PECFA proceeds due the customer from the State of Wisconsin Department of Industry, Labor and Human Resources.
Assignment of PECFA Proceeds Instructions	The following numbered instructions correspond to the sample Assignment of Proceeds document that follows in this procedure.
	1. Cofina enters the name of the customer assigning the proceeds to Cofina Financial
	2. Cofina identifies the loan type, number and amount.
	3. Cofina enters the name of the contaminated site location.
	4. Cofina enters the name, city, and state of the customer.
	5. The customer executes the Assignment of Proceeds by having two authorized officers of the board sign the document.

106

ASSIGNMENT OF PECFA PROCEEDS

          The undersigned [1] (“Borrower”), hereby assigns to COFINA FINANCIAL, ST. PAUL, MINNESOTA (“COFINA”), all its right, title, and interest in the proceeds from the Wisconsin Department of Industry, Labor, and Human Relations, Petroleum Environmental Clean-Up Fund Program (PECFA).

          This assignment is hereby given to provide COFINA additional collateral for the term special loan [ 2 ] in the amount of [$ 2 ] to the Borrower for the contamination clean-up at the [ 3 ] Site and shall be void if such loan is paid in full.

Dated:                     , 2002	[ 4 ]
	[ 4 ]
	By:
		Its President
	By:
		Its Secretary

107

4.08 — Assignment of Stock Documentation

General	Cofina frequently takes assignment of Cenex Harvest States Cooperatives and/or Land O’Lakes, Inc. stock as additional security for loans. To perfect that interest, the customer must execute an assignment of stock.
Assignment of Stock Instructions	The following numbered instructions correspond to the sample assignment of Stock for both Cenex Harvest States Cooperatives and Land O’Lakes, Inc., that follow in this procedure:
	1. Cofina enters the customer name, city, and state for the customer providing the assignment.
	2. Cofina enters the name of the regional cooperative in which the customer has investments.
	3. The customer enters date agreement is executed.
	4. Cofina enters the customer name, city, and state.
	5. The customer executes the document by having two authorized of the board sign the document.

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ASSIGNMENT OF STOCK

In consideration of loans made to it by Cofina Financial, St. Paul, Minnesota (“COFINA), [ 1 ] (“Borrower”), assigns to COFINA all of its right, title, and interest in and to the shares of common and preferred capital stock issued to Borrower by [ 2 ] (“ 2 ”) as shown in the records of such issuer.

     In further consideration of the loans, Borrower assigns to COFINA all additional shares of preferred stock that may be issued to Borrower by Farmland, as long as Borrower shall be indebted to COFINA and this instrument shall constitute an assignment of such shares of preferred stock at the time of its issuance to Borrower.

     Borrower irrevocably appoints COFINA as its attorney for the purpose of selling and assigning all or any part of the assigned shares of capital stock and for that purpose to execute and deliver all necessary instruments to carry out such powers, with full power of substitution.

     COFINA shall not be required, because of the existence of this assignment, to apply any credits on its loans made to Borrower unless and until COFINA receives cash for the assigned shares of capital stock.

     The purpose of this assignment is to provide additional collateral security for the loans made by COFINA to Borrower and it shall be void if such loans are paid in full.

Dated:                     3                     [ 4 ]

By:
	Its:
By:
	Its:

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4.09 — Loan Agreement Waiver Documentation

General	Cofina utilizes standard language in waiving specific compliance issues with customers’ loan agreement. Loan officers are responsible for monitoring customer compliance and acting promptly when compliance is an issue.
	Standard language available for use includes:
	•     Waiver Letter language for Stock Retirement and Fixed Asset Expenditure limits.
	•     Waiver Letter language for Cash Patronage Refunds.
	•     Waiver Letter language for Working Capital and Local Net Worth levels.
	When compliance issues arise, the loan officer develops a waiver request for loan committee approval.
Waiver Letter Instructions	The instructions for all waiver letters are the same. The following numbered instructions correspond to the sample letter that follow in this procedure. Language for specific condition waivers are included to fit the circumstances.
	1.   Cofina enters the customer’s manager name, customer, address, city, state, and zip code.
	2.   Cofina references the loan agreement number and the purpose for the waiver or condition reference.
	3.   Cofina enters the condition or conditions in non-compliance and the specifics of the waiver.
	The loan officer has the responsibility to include any language necessary to clarify the waiver or explain the limits of the action taken by the loan committee.

110

July 11, 2005

[ 1 ]

Re:	[ 2 ]
	Loan Agreement Condition #
	Loan Agreement No.                    ___

Dear                     :

[ 3 ]
Cofina Financial has agreed to waive non-compliance of Condition “6” of the above referenced loan agreement. COFINA offers no objection to your association’s board of directors declaring 100% cash patronage payment for fiscal year ending October 31, 2001.

And/or:
[ 3 ]
Cofina Financial has agreed to waive non-compliance of Condition “10” and “11” of the above referenced loan agreements limiting stock retirements and fixed asset expenditures. Further, COFINA offers no objection to your stock retirements in the amount of $88,000 and fixed asset expenditures in the amount of $403,000, for fiscal year ending March 31, 2002.

And/or:
[ 3 ]
Cofina Financial has agreed to waive non-compliance of Condition “10” requiring minimum working capital of not less than $3.0 million at fiscal year ending December 31, 2001 and further recognizes working capital at $2,728,000 for fiscal year ending December 31, 2001.

Please retain this letter in your files for your records. If we can by of any further assistance, feel free to contact our office.

Sincerely,

Loan Officer
Extension:                     

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4.10 — Subordination Agreement Documentation

General	Cofina uses subordination agreements to clarify collateral positions with other lenders serving a common client. The subordination agreement is between the two or more lenders, rather than with the customer.
Subordination Agreement Instructions	The following numbered instructions correspond to the sample Subordination Agreement that follows in this procedure:
	1.      Cofina enters the date the subordination agreement is made and executed.
	2.      Cofina enters the name or names of the other lenders involved in the agreement.
	3.      Cofina enters state location of other lender.
	4.      Cofina enters address, city, state location of other lender.
	5.      Cofina enters the name of the customer held in common between the lenders.
	6.      Cofina enters the specific language defining the subordination.
	7.      Cofina enters the name of the other Lender below its own name with space for authorized officials to execute the agreement.

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SUBORDINATION AGREEMENT

     THIS AGREEMENT, made and entered into this [1], by and between Cofina Financial, St. Paul, Minnesota (“COFINA”), a Minnesota corporation, Post Office Box 64089, St. Paul, Minnesota, 55164-0089, and [2] (“Bank”), a [3 ] corporation, [4].

WITNESSETH:

     WHEREAS, COFINA and the Bank have a common interest in extending credit to [5] (“Borrower”); and

     WHEREAS, it is deemed to be mutually desirable to have both COFINA and the Bank participate in the total credit extended to Borrower; and

     WHEREAS, COFINA and the Bank have acquired or will require Borrower to grant certain security interest, and have executed or will execute certain documents to assure payment of indebtedness: and

     WHEREAS, COFINA and the Bank may be granted a security interest in the same collateral; and

     WHEREAS, COFINA and the Bank desire to resolve, stipulate, and agree concerning the relative priority of their security interest in the collateral as provided below.

     NOW THEREFORE, the parties hereto, in consideration of the mutual covenants and promises herein contained, agree as follows:

1. COFINA agrees that any security interest granted to or to be granted to COFINA by Borrower in: [6]

“All inventories and accounts receivables”

     Shall be junior and subordinate to any security interest therein now held or herein acquired by the Bank. Any security interest of the Bank in the above described collateral shall be deemed to be senior to and perfected prior to any security interest of COFINA in the collateral.

2. COFINA and the Bank will maintain perfected security interests in their respective collateral. Failure by COFINA or the Bank to maintain a perfected security interest

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	in its collateral shall render this agreement null and void, unless the security interest is re-perfected without loss of priority except as to the other party.
3.	COFINA and the Bank mutually understand and agree that this is a continuing agreement, but that COFINA and the Bank may amend the same in writing at any time and in such manner as they may deem proper.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

COFINA FINANCIAL
By:
	Its President and General Manager
[ 7 ]
By:
	Its:

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5.0 — Money Desk Procedures

5.01 — Disbursements

Faxed borrowing notices must be received by the Money Desk Administrator before 11:15 a.m. Central Standard Time the day of the requested advance.

The information requirements are set out in a pro-forma borrowing notice, a copy of which is attached to this procedure. The borrowing notice must be signed by an authorized signatory of the Borrower.

The borrowing notice is checked by the Money Desk Administrator for:

•     Completeness of information

•     Proper authorization

•     Confirmation that bank details for payments being made to coop’s account are the same as the repeat codes set up in payment system.

The daily balancing report is checked to ensure that sufficient loan facility is available to make the payment and to ensure the facility has not matured. Payments cannot be made from matured loan facilities and the loan officer must be notified of requests received in these circumstances.

If insufficient facility is available, written approval of the loan officer must be obtained to pay a smaller amount than requested in the borrowing notice.

The majority of payments are made by internet banking system. Access to bank account details is protected by password procedures. Knowledge of the passwords is restricted to the Chief Financial Officer, the Accountant, and the Money Desk Administrator. Access to the payments program is protected further by secure identification codes. The Chief Financial Officer, the Accountant, and the Money Desk Administrator each have their own secure identification codes. Only one of them is

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required to authorize a payment using the repeat code method.

Copies of wire transfers prepared in the internet banking system are printed and retained until the bank statement is reconciled.

Wire transfers can also be made by telephone. This will occur when a repeat code has not yet been established. The Chief Financial Officer, the Accountant and the Money Desk Administrator are authorized to make a wire transfer by telephone. The same passwords apply to telephone instructions as are used for internet banking instructions. One authorized person calls the bank with the payment details. The bank will then call back a second authorized person to verify the instructions.

Some payments are made by check. These are held by the Chief Financial Officer. Checks have to be signed out on a sheet indicating the check number and the name of the person taking it to prepare. A check requires two authorized signatures. (See Sec. 5.06 for a list of the current authorized signatories).

All payments are recorded on the Daily Transaction Sheet and entered in the cash book.

CHS cash management are informed of total amount being disbursed to CHS and LOL.

The borrowing notices are filed, initially, by state and maintained in the Accounting Department. They are eventually filed by cooperative.

116

COFINA FINANCIAL
BORROWING & REPAYMENT NOTICE

FROM:
	(BORROWER)

CITY & STATE

PHONE #

ADVANCE: LOAN#

The Advance Requested Shall Be Made on (Date)

The Aggregate Principal Amount of Advance $

PLEASE PRINT AMOUNT

YOUR BANKING INFORMATION:	Bank Name
	Bank Location
	Bank Account #
	Federal Reserve #

Has Bank Info Changed?                                        

REPAYMENT: LOAN#

The Repayment Shall Be Made On (Date)

The Aggregate Principal Amount of Repayment $

PLEASE PRINT AMOUNT

PLEASE WIRE FUNDS TO:	BANK
	LOCATION
	FEDERAL RESERVE #
	ACCOUNT #
	CREDIT: COFINA FINANCIAL

CHECK ONE:

Seasonal Loan                          Term Loan                          Surplus Funds                           Other                    

Payment of Invoice Yes                          No                    

Payment of Invoice to

Comments:

NAME TITLE

AUTHORIZED SIGNATURE

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5.02 — Electronic Funds Transfer (EFT)

EFTs are pulled from Cofina’s bank account by CHS and LOL on Tuesdays and Fridays.

Sheets detailing the amounts to be pulled by EFT are obtained from CHS Corporate Credit Department the afternoon before.

From the sheets, the Money Desk Administrator calculates the total funds being pulled from each customer. The Daily Balancing Report is checked to ensure sufficient facility is available and that the facility hasn’t matured. Appropriate loan officer must be informed if facility has matured.

If not enough funds are available to cover EFT, an Open Item Correction form is prepared to request the overdisbursed funds be wired back to Cofina. The form must be signed by the loan officer and delivered to CHS Corporate Credit by 9:00 a.m. on the day of the EFT. Funds will be returned the same day.

Information from the EFT sheets are entered in the cash book.

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5.03 — Deposits

Deposits can be received by wire transfer, ACH or by check.

Co-ops should advise of wire transfers by fax, on pro-forma repayment notice, by 11:15 a.m. Central Standard Time on the day of the repayment.

The daily balancing report is checked for balance owed.

During the course of the morning and early afternoon, the bank account is checked via the internet, for receipt of the wire transfers. If funds are not received by 2:30 p.m., the customers are contacted to ensure funds were sent correctly.

Cofina has a PO Box which keeps mail separate from all other mail coming into the building from the post office. Mail is picked up in the mail room by the Money Desk Administrator at 7:45 AM in order to begin processing any checks that may have come in to assure a rapid bank deposit. All requests for funds must be received by ll:15 AM therefore the timing on morning processing is critical. Checks received are reviewed to ensure they are made out correctly. By 11:00 a.m., the bank deposit slip is prepared and delivered to Mail Room for messenger service to the bank.

If a large number of checks are received for bill payments, a separate deposit slip may be prepared just for these.

All wire transfers, ACH’s and checks received, other than for billed payments, are entered on the Daily Transaction Sheet. All receipts are entered in the cash book.

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5.04 — Cash Management

Cofina has two categories of borrowings – daily loans and fixed loans. The daily loans can be borrowed or paid back on any given day in increments of $500,000. Fixed loans have set maturity dates. While they can, theoretically, be repaid on maturity dates, the usual practice is to roll over these loans. Only the period and interest rate vary.

The amount that needs to be borrowed or could be repaid on any given day can be determined once the borrowings and the deposits are known for the day and the cash book has been updated. Allowance has to be made for checks that have been paid in, but not yet cleared through the banking system.

The Chief Financial Officer authorizes the amount to be borrowed or repaid if the funds transfer does not meet guidelines set forth.

The lender is advised by fax, before noon, using pro-forma notice, of the activity for the day. Repayments to the lender are made using the internet banking system.

The Money Desk Administrator maintains the record of maturity dates of the fixed loans. The Money Desk Administrator also obtains, on a daily basis, the rates being charged by the lenders for various terms of borrowing.

The Chief Financial Officer is advised of any maturities occurring that day and the range of rates being charged by the lender. The Chief Financial Officer then instructs what to do with the fixed funds rolling over if they do not conform with guidelines. The lender is notified, by fax, before noon, using pro-forma notice. The notice must be
signed by the Chief Financial Officer if the funds are fixed for a timeframe that exceeds the guidelines or is in excess of the dollar amount set forth in the guidelines. Lender sends a confirmation by fax, which is then checked and filed in the monthly lender file.

All cash management transactions are entered on the Daily Transaction Sheet and cash book.

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The Chief Financial Officer reviews and signs off on the daily cash journal.

121

5.05 — Daily Transaction Sheets

There are three colored copies of the Daily Transaction sheet.

The white copy is for disbursements going to CHS or LOL and is delivered to CHS Corporate Credit.

The yellow copy is for keying to the loan system. The pink copy is for posting the general ledger journal. Both of these tasks are performed by the Money Desk Administrator. The yellow copy is filed with daily keying. The pink copy is filed in the Cofina posting book.

122

5.06 — Authorized Check Signatories

Sharon Barber
Thomas Larson

M & I Bank

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5.07 Borrowing Guidelines

Funds may be placed with CoBank either at a daily rate or fixed rate for a longer period of time. The Money Desk Administrator may sign off on borrowing notice providing the fixed rate is 30 days or less and the dollar amount does not exceed $10,000,000.

Any money fixed for a period of more than 30 days and/or in excess of $10,000,000 requires that the Chief Financial Officer sign off on the borrowing notice.

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6.0 — Accounting, Financial Control, and Internal Reporting

6.01 — Accounting

Loan Set Ups	A Loan Set-up Information form is prepared by the Legal Administrator. A pro-forma document is attached to this procedure. The form sets out the basic loan details, such as customer name, amount and terms. The form is signed by the Legal Administrator to indicate completeness prior to passing it on to the Accounting staff.
	The Money Desk Administrator adds pricing and credit class details to the form and signs it, then enters the details on to the Loan System.
	Following the setup of a loan, the Chief Financial Officer will verify pricing and credit class on the Loan System.
	If repeat codes are to be used to make payments to the customer, the details are set up in the banking system and authorized by the Chief Financial Officer.
	The original Loan Set-up Information form is returned to the Legal Administrator once this process is complete. A copy is retained by the Money Desk Administrator.
General Ledger	Cofina operates a computerized general ledger system designed and maintained by Harland Financial Solutions (the SPARAK system). Harland has created an operating manual, which is subject to regular updates. The operating manual is held in the Accounting Department and is not included within this Policy and Procedures Manual (See also Sec. 7)
Reconciliations of General Ledger Accounts	The following general ledger categories are to be reconciled on a daily basis.
	•     Bank accounts, using bank activity reports available from internet banking system
	•     Loans receivable accounts
	•     Loans payable accounts

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All general ledger accounts are reconciled at every month-end. The bank accounts are to be reconciled using the statements received from the bank.

All reconciliations are prepared by the Accountant and reviewed by the Chief Financial Officer. Review of month-end reconciliations should be evidenced by initialing by the Chief Financial Officer.

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LOAN SET-UP INFORMATION

Classification:                                         

(Note: Change from                     )

UCS Rating:                                         

(Note: Change from                     )

Cooperative:

City/State:

Seasonal Amt: $	Term: $
	RT: $N/A

Collateral/Advance Requirements

Security Interest: N/A	Real Estate Mtg: N/A
Assign. Investments: N/A	Supp/Amend Rem: N/A
Advance Req’s: NONE	Loan Officer Instructions/Comments:
Set Up Fees: Charge New Set Up Fees	Federal ID#:
Loan Closing Initials:	Accounting Initials:

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6.02 – Financial Control

Overhead Expenses	Cofina’s main overheads (i.e., personnel costs, office rental, telephones, computer costs) are charged to it centrally by CHS. Management reports are received on a monthly basis from CHS for posting to the general ledger.
	Individual expense components of the central monthly management charge are analyzed and reviewed for unusual or exceptional movements.
Office Supplies	If Cofina requires specific office supplies, a purchase order must be prepared and approved by the Chief Financial Officer before the order is placed (example pro-forma attached). Administrative Assistant is responsible for ordering office supplies and reconciling receipt of goods.
Loan Officer Expense Reports	Loan Officers incur expenses as they travel around the country visiting customers. Expenses are reclaimed by completing an expense form (example attached) which is then submitted to the Chief Financial Officer, along with related receipts.
	Once the Chief Financial Officer has approved the expenses, the claim will be paid by check.
Chief Financial Officer’s Expenses	Expenses incurred by the Chief Financial Officer must be approved by the President of Cofina before payment.
Budgets	An annual budget of income and expenditure is presented to the Board for its approval in September each year for the next financial year.
	The process starts with loan officers setting out their expectations for loan receivables in the next financial year. They also prepare a budget for their expenses.
	Assumptions are then formulated for interest rate expectations and overhead expenses.
	If the Board rejects the proposed budget, a revision must be presented within a timescale determined by the Board.

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An approved budget must be in place before the start of the new financial year.

The financial reports presented to the Board must include a comparison of actual against budget for the month under review and for the year-to-date (See also Sec. 6.03).

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	Date:	1436 East Cliff Road Burnsville, MN 55337 Main: 652-805-9900 Toll Free: 866-574-5389
		Fax: 952-894-7153

Account Name:	Cenex Finance Association	Account #
		Phone#	651-451-5487
Contact Nme:	Gwen Brown	Customer PO#

Special Instructions

Quantity U/M Item Number Description

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6.03 — Reporting

Monthly Financial Statements	Monthly financial statements should be prepared for submission to Board members within 15 days of the month end. The reporting package should include:
	•	a commentary by the Chief Financial Officer a balance sheet, with comparative figures for the previous financial year
	•	a statement of savings for the month and year-to-date, with comparative figures for the budget and the previous financial year
	•	details of loans receivable
	•	details of new loan commitments entered into in the month
	Monthly financial statements are also required to be submitted to Cofina’s bankers. The Chief Financial Officer is responsible for completing the reporting requirements of each bank group and ensuring they receive the reports within the required timeframe.
Monthly Statistics	In addition to the monthly financial statements, Cofina prepares a raft of statistics to assist in its review of past performance and developing future budgets. The current statistics requirements are as follows:
	Yield calculator report and sub reports:
		Average seasonal receivable
		Average term receivable
		Average total receivable
		Average receivable yield
		Average Cenex payable
		Average CoBank payable
		Average Cofina surplus funds
		Average total payable
		Average payable yield
		Average yield spread
	Monthly stats reports:
		Yearly interest rates and spreads
		Interest rate spreads
		Receivable/payable yields
		Average differential rates by month
		Average differential rate totals
		Association savings

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		Association savings – budget
		Average daily receivables
		Non-patronage loans YTD interest
		Loan volume by office
		Active accounts by state
		Number of coops by state by month
		Number of coops by month
		Cenex management expense billing
		Detailed operating expense
		Detailed operating expense comparison
		Itemized expenses
Year-end Financials Statements	Cofina’s year-end is September 30. The audit of the financial statements needs to be completed prior to the Annual Meeting of members. This meeting is usually held late November/early December.
	The auditors will attend a Board meeting prior to signing off the accounts in order to present a report of their findings.
	Cofina is not required to file its accounts with any regulatory bodies.

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7.0 – Disaster Recover Plan

Loan Accounting System

Cofina uses Sparak (Harland) Financial Data Center in Fargo, ND for loan accounting processing. The data is entered in the Cofina office and is processed at Sparak. The Sparak (Harland) Financial Data Center is at 2701 12th Ave SW, Fargo, ND. Data is stored at a remote location. There is a back-up data Center in Jonesboro, Ark. In the event of a disaster the fastest way to access the loan accounting system is to make the 4 hour drive or 45 minute flight to Fargo in order to process data there. The Fargo location runs two tapes at each ‘end of day’. One is kept in their office and the other is stored off-site. Month end, quarter end and year end are stored in the same manner. In house storage is kept for two weeks.

Funds Flow

Cash Management is currently done through Wells Fargo and M&I Bank. Wire Transfers are processed through the Wells Fargo Bank System and the M&I Wire Transfer System. Balance Reporting is also carried out using these systems. Deposits come into Cofina and are delivered to Wells Fargo by messenger. A Lock Box has been set up at M&I Bank to handle deposits. Cofina will receive an e-mail providing all the information needed to process the checks deposited in the Lock Box. Electronic Funds Transfers move between CHS, Land O’ Lakes, Agriliance and Cofina daily. In the event of a disaster an authorized person would call Wells Fargo and/or the M&I Cash Management Representative, giving name and passwords, in order to receive balance reporting. Wire transfers will also be made by phone. Cofina currently phones in any wire that does not have a repeat code. Repeat codes are stored in both cash management systems and also in the Cofina custody vault file. It is Cofina policy to set up repeat codes for any wire that will be sent more than one time. If carrying out the cash management functions by phone is not feasible the money desk administrator can go to Wells Fargo or M&I Bank to do them. Both banks are within 20 miles of Cofina’s office.

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Computer Network	Cofina uses the Land O’ Lakes Network for email, and Microsoft products. The laptops and workstations (hardware) are supported by Land O’ Lakes also. Land O’ Lakes is located in Arden Hills, MN about 20 miles from the Cofina office. The network is backed up each night in Arden Hills and remote storage is used. If Cofina had a disaster mid-day it would lose current days data. In the event of a disaster Cofina would need to replace its computers and use the remote dialup to get into email, etc. Remote dialup can be done from anywhere.
Notes	Original Notes are held in safekeeping at Wells Fargo Bank Asset Backed Securities Custody Vault located at 751 Kasota Avenue, Suite ABS, Minneapolis, MN 55414. Notes can be retrieved within four hours if need be. A copy of each note is kept at Cofina in a fireproof file. Notes and all key original documents will be moved from Wells Fargo Bank to US Bank Custody Vault in St Paul, MN.
Fax Machine	Within four hours Metro Sales (located in Minneapolis) will set up a new fax machine with Cofina’s current fax numbers in order to receive borrowing and repayment notices, which are critical to the operation.
Cell Phones	All staff members have a cell phone, office numbers will be transferred to cell phones which would be used in case of a disaster.
Address and Phone Numbers	The Cofina Borrower, Staff, and Board directory along with important contacts are kept in the safekeeping in the bank custody vault. This file can be retrieved within four hours.
Personnel	The staff of Cofina are employees of CHS. There is a Management Services Agreement between Cofina and CHS which authorizes CHS to provide necessary personnel and services to effectively support the operation of Cofina. CHS is directed to support Cofina in full compliance with the latter’s Articles and By-laws. CHS is reimbursed monthly for all costs incurred by Cofina which include site rental, salaries, and benefits.

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8.0 — Equity Retirements and Patronage Decisions

8.01 — General Equity Retirements

General	Cofina operates as a cooperative, adhering to Federal Cooperative Law requirements, complemented by Cofina’s By-Law stipulations, to allocate its earnings (patronage refunds) to customers who have participated in the business operations, by paying interest. Cofina is required by law to pay 20% of these patronage refunds in cash. Ten percent of earnings remain unallocated and are retained in the equity base of Cofina, to support the capital needs of its ongoing and anticipated business.
	One of the objectives of the Cofina Board is to have current users providing the capital needs of the business. To accomplish this objective, the Board annually establishes its stock retirement objectives. However, equity retirement decisions are at the sole discretion of the Board of Directors.
Authority	The Cofina Board of Directors has the sole authority to retire retained equities. Retirements of previously allocated customer stock shall be made consistent with the requirements of this policy.
Criteria	The Board utilizes the following criteria in making equity retirements:
	•	No general equity retirement shall be made, unless Cofina has adequate levels of capital to support its existing funding needs.
	•	No general equity retirement shall be made when an evaluation of asset quality in the portfolio identifies potential losses that exceed the allowance for loan losses.

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•	No general equity retirement shall be made in cash, to a customer/shareholder that has not satisfied the repayment requirements and other conditions of its loan agreement with Cofina. An exception can be made to these criteria if those violations have been documented and waived by Cofina.
The Board of Directors has the authority to change these criteria or use other criteria in making general equity retirement decisions.

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8.02 -Equity Retirements of Liquidating Customers

General	Cofina follows these practices when making equity retirements that would be paid to customers which are liquidating their businesses and assets. Customers receive patronage based on the annual interest on loan(s) they have with Cofina. These investments often represent a significant asset for the customers.
Authority	The Cofina Board of Directors has sole authority to make equity retirements to customers in liquidation. Liquidation includes both court supervised and customer directed.
Criteria	In most cases, retirements to customers in liquidation will be part of the general equity retirements that apply to all customers. The annual retirements for liquidating customers/shareholders remain at the sole discretion of the Cofina Board of Directors.
	In these cases, the loan officer must recommend whether an equity retirement will be applied against Cofina loans or returned to the customer to settle other debts or equity claims. Generally, if there are Cofina loans outstanding, cash paid on retirements should be applied to outstanding loans.

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8.03 – 1099PAT Processing

General	1099PAT tax forms are mailed out to Cofina customers prior to January 31 each year, which based on the patronage allocation received. 1099PAT is sent via electronic transmission to the IRS.
Authority	The Cofina Board of Directors approve the patronage allocation which is taxable.
Criteria	The Harland Financial E-Bond modual is used to produce the 1099PAT forms as well as sending the electronic transmission to the IRS.

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9.0 Grain Credit Analysis

Financial Analysis – This section addresses the financial trends, liquidity, solvency, and profitability strengths and weaknesses of a Grain customer. The following financial guidelines are used in this analysis. The guidelines include standards for what has been determined as a Grain Cooperative.

The criteria to determine if a Customer is a Grain Cooperative are as follows:

*	Quantity Comparison of Grain Sales compared to Other Sales of the Cooperative
*	Qualitative Review by the Loan Officer

The following are ratios and guidelines that will be used in analyzing grain cooperatives:

Liquidity
Current Ratio	>1.1
Working Capital/(Supply Sales + 20% of Grain Sales)	7 to 10	%
Seasonal Loan/Working Capital	<4.0
Accounts Receivable Under 60 Days	>85	%
Accounts Receivable Over One Year	<1	%
Inventory/Sales	5 to 10	%
Solvency
Net Worth/Total Assets	50 to 75	%
Local Net Worth/Local Assets	>50	%
Local Net Worth/Term Debt	>1.25
Term Debt/Local Net Worth	<80	%
Term Debt/Fixed Assets + Working Capital	<75	%
Loan Balance/SRV	<75	%
Profitability
Local Savings/Sales	>0.5	%
Return on Local Net Worth	>10	%
Return on Fixed Assets & Working Capital	>10	%
Return on Local Assets	>10	%
Cash Flow
Term Debt/Net Funds Available	<3.5
CPTD/Net Funds Available	<70	%
Net Funds Available/CPTD	>1.5
Operation
Salaries & Benefits/Gross Income	<40	%
Distribution Expense/GM	<50	%
Bad Debt/Sales	<0.1	%

These ratios are guidelines that Cofina uses as a means to communicate the financial position that it believes allow most local Grain Cooperatives to successfully grow in the future. It is recognized that few customers will meet or exceed all of these guidelines.

If weakness is apparent, the loan officer should begin to demonstrate how the customer could and will address issues that raise credit quality problems.

Loan Quality Classification – The Current Ratio and Local Net Savings/Sales are adjusted for grain cooperatives as follows. The local leverage, debt service coverage, and collateral ratio as well as management considerations are used for both grain and supply cooperatives.

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Current Ratio

	A1		A2		A3		M4		S5
Grain		>1.50		>1.30		>1.15		>1.0		<1.0

Local Net Savings/Sales

A1

A2

A3

M4

S5

Grain

>2.0

%

>1.0

%

>0.5

%

>0.0

%

<0.0

%

Cofina will require compliance by all customers (Grain and Ag Supply Coops) with all marketing, hedging, and current asset control policies set forth by the customer’s by-laws as well as all state and federal regulations and policies.

141

EX-10.8

OMNIBUS AMENDMENT AND AGREEMENT

THIS OMNIBUS AMENDMENT, dated as of August 30, 2005 (this “Amendment”), is entered into by and among Cofina Funding, LLC (the “Issuer”), Cofina Financial, LLC (the “Servicer”), Cenex Finance Association, Inc. (the “Guarantor”), Bank Hapoalim B.M. (the “Funding Agent”) and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”) and as Custodian (in such capacity, the “Custodian”), in each of the capacities in which they appear in the Agreements (defined below). Capitalized terms used but not defined herein have the meanings provided in the Indenture (defined below).

RECITALS

     A. Reference is hereby made to (i) that certain Base Indenture, dated as of August 10, 2005 (the “Base Indenture”), between the Issuer and the Trustee, and that certain Series 2005-A Supplement, dated as of August 10, 2005 (the “Series Supplement” and together with the Base Indenture, the “Indenture”), (ii) that certain Note Purchase Agreement, dated as of August 10, 2005 (the “Note Purchase Agreement”), by and among the Issuer, the Funding Agent and the financial institutions from time to time party thereto as Committed Purchasers, (iii) that certain Purchase and Contribution Agreement, dated as of August 10, 2005 (the “Purchase and Contribution Agreement”), by and among Cenex Finance Association, Inc., as Seller, Cofina Financial, LLC, as Purchaser, and the other Sellers from time to time party thereto, (iv) that certain Purchase and Sale Agreement, dated as of August 10, 2005 (the “Purchase Agreement”), by and among the Cofina Financial, LLC, as Seller, and the Issuer, (v) that certain Servicing Agreement, dated as of August 10, 2005 (the “Servicing Agreement”), by and among the Issuer, the Servicer and the Trustee, (vi) that certain Guaranty, dated as of August 10, 2005 (the “Guaranty”), by the Guarantor, in favor of the Funding Agent for the benefit of the Purchasers (as defined in the Note Purchase Agreement) under the Note Purchase Agreement, the Trustee and the Secured Parties, (vii) that certain Custodian Agreement, dated as of August 10, 2005, between the Issuer and U.S. Bank National Association, as Trustee and Custodian, and (viii) the other Transaction Documents (as defined in the Indenture) (collectively, the documents referred to in clauses (i) through (viii) above, the “Agreements”).

     B. The parties to the Agreements desire to enter into this Amendment to increase the maximum facility amount available to the Issuer under the Agreements.

          1. Amendment to Agreements. The “Maximum Funded Amount” and the “Swingline Facility Limit” (each as defined in the Note Purchase Agreement), the “Maximum Principal Amount” (as defined in the Series Supplement), the maximum aggregate principal amount of the Cofina Variable Funding Asset-Backed Note, Series 2005-A, and any similar references or definitions in the Agreements shall be increased from $150,000,000.00 to $200,000,000.00.

          2. Covenants. The Issuer hereby covenants and agrees, on or prior to the date hereof, to execute and deliver a new Note in the amount of $200,000,000.00 to the Funding Agent. The Funding Agent hereby covenants and agrees that, upon receipt of the executed Note for $200,000,000.00, it shall promptly destroy the prior executed Note in the amount of $150,000,000.00.

          3. Conditions Precedent. This Amendment shall become effective as of the date hereof when the Funding Agent shall have received an original counterpart (or counterparts) of this Amendment, executed and delivered by each of the parties hereto, or other evidence satisfactory to the Funding Agent of the execution and delivery of this Amendment by such parties.

          4. Reaffirmation of Covenants, Representations and Warranties. Upon the effectiveness of this Amendment, each of the Issuer, the Servicer and the Guarantor hereby reaffirms all covenants, representations and warranties made in the Agreements and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment (except for such representations and warranties that are limited by their terms to an earlier date, in which case such representations and warranties shall speak of such date).

          5. Representations and Warranties. Each of the Issuer, the Servicer and the Guarantor hereby represents and warrants that (i) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, and (ii) upon the effectiveness of this Amendment, no Event of Default shall exist under the Agreements.

          6. Reaffirmation of Guaranty. Without limiting the generality of the foregoing, the Guarantor hereby reaffirms all of its obligations under the Guaranty, both before and after giving effect to this Amendment, and the Guaranty is hereby ratified and confirmed.

          7. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreements shall remain in full force and effect. After this Amendment becomes effective, all references in each of the Agreements to “this Agreement”, “hereof’, “herein”, or words of similar effect referring to such Agreement shall be deemed to be references to the applicable Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreements other than as set forth herein.

          8. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

          9. Governing Law. This Amendment shall be governed by, and construed in accordance with the law of the State of New York (without reference to its conflict of law provisions other than Section 5-1401 of the New York General Obligations Law).

          10. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment, or the Agreements or any provision hereof or thereof.

          It. Authorization/Direction. Pursuant to the Indenture, the Issuer hereby authorizes and directs the Trustee to authenticate that certain Cofina Variable Funding Asset- Backed Note, Series 2005-A, dated as of the date hereof, in the initial face amount of $200,000,000.00 and deliver the same to the Funding Agent.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

COFINA FUNDING, LLC

By:

Name:

Title:

COFINA FINANCIAL, LLC

By:

Name:

Title:

CENEX FINANCE ASSOCIATION, INC.

By:

Name:

Title:

OMNIBUS AMENDMENT AND AGREEMENT

U.S. BANK NATIONAL ASSOCIATION, as

Trustee and Custodian

By:

Name:

Title:

BANK HAPOALIM B.M.

By:

Name:

Title:

By:

Name:

Title:

OMNIBUS AMENDMENT AND AGREEMENT

EX-10.9

EXECUTION COPY

COFINA FUNDING, LLC,
as Issuer

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

SERIES 2005-A SUPPLEMENT
Dated as of August 10, 2005

to

BASE INDENTURE
Dated as of August 10, 2005

COFINA FUNDING, LLC

SERIES 2005-A

Cofina Variable Funding Asset-Backed Notes

          SERIES 2005-A SUPPLEMENT, dated as of August 10, 2005 (as amended, modified, restated or supplemented from time to time in accordance with the terms hereof, this “Series Supplement”), by and among COFINA FUNDING, LLC, a Delaware limited liability company, as issuer (“Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (together with its successors in trust under the Base Indenture referred to below, the “Trustee”) to the Base Indenture, dated as of August 10, 2005, between the Issuer and the Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

          Pursuant to this Series Supplement, the Issuer shall create a new Series of Notes and shall specify the Principal Terms thereof.

PRELIMINARY STATEMENT

          WHEREAS, Section 2.2 of the Base Indenture provides, among other things, that the Issuer and the Trustee may at any time and from time to time enter into a series supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes.

          NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1. Designation.

          (a) There is hereby created a Series of notes to be issued in one class pursuant to the Base Indenture and this Series Supplement, and such Series of notes shall be substantially in the form of Exhibit A hereto, executed by or on behalf of the Issuer and authenticated by the Trustee and designated generally Cofina Variable Funding Asset-Backed Notes, Series 2005-A (the “Notes”). The Notes shall constitute “Warehouse Notes” (as defined in the Base Indenture).

          (b) Series 2005-A (as defined below) shall not be subordinated to any other Series.

     SECTION 2. Definitions. In the event that any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Base Indenture, the terms and provisions of this Series Supplement shall govern. All Article, Section or subsection references herein mean Articles, Sections or subsections of this Series Supplement, except as otherwise provided herein. All capitalized terms not otherwise defined herein are defined in the Base Indenture. Each capitalized term defined herein shall relate only to the Notes, and no other Series of Notes issued by the Issuer.

          “Accrual Period” means, with respect to each Settlement Date, the period beginning on and including the Settlement Date in the preceding calendar month and ending on but excluding the Settlement Date for the current calendar month, except that the first Accrual Period shall begin on the Closing Date.

          “Additional Interest” has the meaning specified in Section 5.12.

          “Closing Date” means August 10, 2005.

          “Commitment Termination Date” means the Purchase Expiration Date (as such term is defined in, and may be amended pursuant to, the Note Purchase Agreement.

          “Deficiency Amount” has the meaning specified in Section 5.12.

          “Fee Amount” has the meaning specified in Section 5.12.

          “Fees” means all of the amounts payable in connection with the Fee Letter (as such term is defined in the Note Purchase Agreement).

          “Funding Agent” has the meaning set forth in the Note Purchase Agreement.

          “Increase” has the meaning specified in subsection 3.1(a).

          “Indemnified Party” shall have the meaning specified in the Note Purchase Agreement.

          “Initial Note Principal” means the aggregate initial principal amount of the Notes, which is $138,353,278.99.

          “Issuer” means Cofina Funding, LLC, a Delaware limited liability company.

          “Legal Final Settlement Date” means the Settlement Date falling in October 2005.

          “Maximum Principal Amount” equals $150,000,000.

          “Monthly Interest” has the meaning specified in Section 5.12.

          “Monthly Period” has the meaning specified in the Base Indenture, except that the first Monthly Period with respect to the Notes shall begin on and include the Closing Date and shall end on and include August 31, 2005.

          “Note Principal” means the outstanding principal amount of the Notes.

          “Note Purchase Agreement” means the Note Purchase Agreement, dated as of the date hereof, among the Issuer, the Funding Agent and the Purchasers party thereto, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Transaction Documents.

          “Note Rate” means, with respect to each Settlement Period, a variable rate per annum equal to the rate determined therefor by the Funding Agent (based on any and all amounts which constitute Series 2005-A Financing Costs (as defined in the Note Purchase Agreement) with respect to such Settlement Period pursuant to the Note Purchase Agreement).

          “Noteholder” means with respect to any Note, the holder of record of such Note.

          “Notes” has the meaning specified in Section 1(a).

          “Notice Persons” means, for Series 2005-A, the Funding Agent.

2

          “Permitted Settlement Date Withdrawal” means, with respect to the Notes for any Settlement Date, the amount set forth in Section 5.13.

          “QIB” has the meaning specified in Section 7(c)(i).

          “Rapid Amortization Period” means the period commencing on the Rapid Amortization Commencement Date and ending on the Series 2005-A Termination Date.

          “Rapid Amortization Commencement Date” means the earliest of (i) the Commitment Termination Date, (ii) the date on which an Early Amortization Event occurs pursuant to Section 10.1 of the Base Indenture or (iii) the date on which a Series Early Amortization Event occurs pursuant to Section 10 of this Series Supplement.

          “Rating Agency” means, for Series 2005A, the Funding Agent, and for all other Series, any nationally recognized statistical rating organization (if any) specified by the Funding Agent

          “Redemption Date” means the date on which the Notes are redeemed in full pursuant to Section 5 or 12 hereof.

          “Required Person” means the “Funding Agent” under the Note Purchase Agreement.

          “Revolving Period” means the period from and including the Closing Date to, but not including, the Rapid Amortization Commencement Date.

          “Rule 144A” has the meaning specified in subsection 7(c)(i).

          “Scheduled Principal Payment Amount” means (i) with respect to any Settlement Date prior to the Commitment Termination Date, zero (0); and (ii) with respect to any Settlement Date on or following the Commitment Termination Date, the then Note Principal.

          “Series Early Amortization Event” means each “Early Amortization Event” referred to in Section 10.

          “Series 2005-A” means the Series of the Cofina Variable Funding Asset-Backed Notes represented by the Notes.

          “Series 2005-A Interest Payment” means, with respect to any Settlement Date, the Monthly Interest for such Settlement Date.

          “Series 2005-A Noteholder” means the Holder of a Note.

          “Series 2005-A Settlement Account” means the Settlement Account established as such for the benefit of the Secured Parties of this Series 2005-A pursuant to Section 5.11 hereof and Section 5.3 of the Base Indenture.

3

          “Series 2005-A Termination Date” means the Settlement Date on which the Notes, plus all other amounts due and owing to the Series 2005-A Noteholders and the related Indemnified Parties under the Transaction Documents are paid in full.

          “Supplemental Principal Payment Amount” means the amount of any prepayment made in accordance with the provisions of Section 5.10 of the Indenture that is allocated to the Series 2005-A Notes in accordance with such provision of the Indenture.

     SECTION 3. Article 3 of the Base Indenture. Article 3 shall be read in its entirety as follows and shall be applicable only to the Notes:

ARTICLE 3

INITIAL ISSUANCE AND INCREASES AND DECREASES OF
NOTE PRINCIPAL

     SECTION 3.1 Initial Issuance: Procedure for Increasing the Investor Interest.

          (a) Subject to satisfaction of the conditions precedent set forth in subsection (b) of this Section 3.1, (i) on the Closing Date, the Issuer will issue the Notes in accordance with Section 2.2 of the Base Indenture in the aggregate initial outstanding principal amount equal to the Initial Note Principal and an aggregate face amount equal to the Maximum Principal Amount and (ii) on any Business Day during the Revolving Period, the Issuer may increase the Note Principal (each such increase referred to as an “Increase”) upon satisfaction of the conditions set forth below and the conditions specified in the Note Purchase Agreement.

          (b) The Notes will be issued on the Closing Date and the Note Principal may be increased on any Business Day during the Revolving Period pursuant to subsection (a) above, only upon satisfaction of each of the following conditions with respect to such initial issuance and each proposed Increase:

(i)	The amount of each issuance or Increase shall be equal to or greater than $250,000 (and in integral multiples of $1,000 in excess thereof);
(ii)	After giving effect to such issuance or Increase, the Note Principal shall not exceed the Maximum Principal Amount;
(iii)	After giving effect to such issuance or Increase, no Borrowing Base Deficiency shall exist;
(v)	There shall not exist, and such issuance or Increase and the application of the proceeds thereof shall not result in the occurrence of, (1) an Early Amortization Event for any Series, a Servicer Default or an Event of Default, or (2) an event or occurrence, which, with the passing of time or the giving of notice thereof, or both, would become an Early Amortization Event for any Series, Servicer Default or an Event of Default;

4

(vi)	After giving effect to such issuance or Increase, not less than 85% of the Eligible Receivables are Eligible Receivables issued by Obligors which are classified as Other Assets Especially Mentioned or Acceptable;
(vii)	After giving effect to such issuance or Increase, not more than 5% of the Receivables by Receivables Balance have Obligors which are classified as Doubtful or Loss;
(ix)	All required consents have been obtained and all other conditions precedent to the making of advances under the Note Purchase Agreement shall have been satisfied; and
(x)	There shall not have occurred, since the Closing Date, in the reasonable judgment of the Notice Person, (A) a material adverse change in the operations, management or financial condition of any Seller or (B) any event which materially and adversely affects the collectibility of the Eligible Receivables generally or the ability of the Seller to perform its obligations under the Transaction Documents.

          (c) Upon receipt of the proceeds of such issuance or Increase by or on behalf of the Issuer, the Issuer shall give notice to the Trustee of such receipt, and the Trustee shall, or shall cause the Transfer Agent and Registrar to, indicate in the Note Register the amount thereof.

     SECTION 3.2 Prepayments. On any Business Day, the Issuer will have the option to prepay, without premium, all or a portion of, the Note Principal of the Notes, in a minimum amount of $250,000 (and integral multiples of $1,000 in excess thereof). Any such prepayment of the Note Principal shall also include accrued interest to the date of prepayment on the principal balance being prepaid. The Issuer may make such prepayment only from funds available to the Issuer therefor pursuant to Section 5.4 of the Indenture. Any prepayment amounts shall be deposited into the Series 2005-A Settlement Account and distributed by the Trustee on a pro rata basis to each Noteholder of record at such time. Any such prepayment shall not constitute a termination of the Revolving Period.

     SECTION 4. Principal Payments on the Notes. The principal balance of the Series 2005-A Notes shall be payable on each Settlement Date from amounts on deposit in the Series 2005-A Settlement Account in a amount equal to (i) so long as no Early Amortization Event or Event of Default has occurred (and has not been waived in accordance with the terms of the Base Indenture), the sum of the Scheduled Principal Payment Amount and Supplemental Principal Payment Amount for such Settlement Date, or (ii) if an Early Amortization Event or an Event of Default has occurred (and has not been waived in accordance with the terms of the Base Indenture), the full Note Principal to the extent that funds are available for such purposes in accordance with the provisions of Section 5.14. The unpaid principal amount of each Note together with all unpaid interest, fees, expenses, costs and other amounts payable by the Issuer to the Holders of the Notes pursuant to the terms of the Indenture, this Series Supplement, the Note Purchase Agreement and the other Transaction Documents shall be due and payable in full on the earlier to occur of (x) the date on which an Event of Default shall occur and the Series 2005-

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A Notes have been accelerated in accordance with the provisions of the Indenture and (y) the Legal Final Settlement Date.

     SECTION 5. Cleanup Call.

          (a) The Notes shall be subject to purchase by the initial Servicer at its option, in accordance with the terms specified in subsection 13.4(a) of the Base Indenture on any Settlement Date on or after the Settlement Date on which the Note Principal is reduced to an amount less than or equal to 10% of the Maximum Principal Amount.

          (b) The deposit to the Series 2005-A Settlement Account required in connection with any such purchase will be equal to the sum of (a) the Note Principal, plus (b) accrued and unpaid interest on the Notes through the day preceding the Settlement Date on which the purchase occurs, plus (c) any other amounts (including, without limitation, accrued and unpaid Fees) payable to the Series 2005-A Noteholders, the Indemnified Parties, the Trustee and the Custodian pursuant to the Note Purchase Agreement and the other Transaction Documents, minus (d) the amounts, if any, on deposit at such Settlement Date in the Series 2005-A Settlement Account for the payment of the foregoing amounts.

     SECTION 6. Delivery and Payment for the Notes. The Trustee shall execute, authenticate and deliver the Notes in accordance with Section 2.4 of the Base Indenture and Section 7 below.

     SECTION 7. Form of Delivery of the Notes; Denominations; Transfer Restrictions.

          (a) The Notes shall be delivered as Registered Notes in definitive form as provided in Sections 2.1 and 2.18 of the Base Indenture. The Notes shall initially be registered in the name of the Funding Agent for the benefit of the Purchasers (as defined in the Note Purchase Agreement) and shall not be transferred, sold or pledged, in whole or in part, other than pursuant to Section 2.6 of the Base Indenture and this Section 7.

          (b) The Notes will be issuable in minimum face amount denominations of $250,000 (and in integral multiples of $1,000 in excess thereof).

          (c) The Notes have not been registered under the Securities Act or any state securities or “blue sky” laws. None of the Issuer, the Transfer Agent and Registrar or the Trustee is obligated to register the Notes under the Securities Act or any “blue sky” laws or take any other action not otherwise required under the Base Indenture or this Series Supplement to permit the transfer of any Note without such registration. When Notes are presented to the Transfer Agent and Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Transfer Agent and Registrar shall register the transfer or make the exchange; provided, however, that the Notes surrendered for transfer or exchange (a) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Transfer Agent and Registrar, duly executed by the holder thereof or its attorney, duly authorized in writing and (b) shall be transferred or exchanged in compliance with the following provisions:

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               (i) (A) if such Note is being transferred to a qualified institutional buyer (a “QIB”) as defined in, and in accordance with, Rule 144A under the Securities Act (“Rule 144A”), the transferor shall provide the Issuer and the Transfer Agent and Registrar with a certification to that effect (in substantially the form of Exhibit C hereto); or (B) if such Note is being transferred in reliance on another exemption from the registration requirements of the Securities Act, the transferor shall provide the Issuer and the Transfer Agent and Registrar with a certification to that effect (in substantially the form of Exhibit C hereto) and, if requested by the Transfer Agent and Registrar or the Issuer, an opinion of counsel in form and substance acceptable to the Issuer and to the Transfer Agent and Registrar to the effect that such transfer is in compliance with the Securities Act.

               (ii) each such transferee of such Note shall be deemed to have made the acknowledgements, representations and agreements set forth below:

          (1) if such Note is being transferred in accordance with Rule 144A, it is a QIB, is aware that the sale to it is being made in reliance on Rule 144A and it is acquiring such Note or any interest or participation therein for its own account or for the account of another QIB over which it exercises sole investment discretion, such QIB is aware the sale is being made in reliance on Rule 144A, and is acquiring such Note or any interest or participation therein for its own account or the account of another QIB;

          (2) it understands that the Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, neither the Transfer Agent and Registrar nor the Issuer nor any person representing the Issuer has made any representation or warranty to it with respect to the Issuer or the offering or sale of any Note, it has had access to such financial and other information concerning the Issuer, the Sellers and the Notes as it has deemed necessary to evaluate whether to purchase any Notes, the Issuer is not required to register or qualify the Notes, and that the Notes may be resold, pledged or transferred only in compliance with provisions of this Section 7(c) and only (A) to the Issuer, (B)  to a person the transferor reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act and, in each case, in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and in accordance with the restrictions set forth herein;

          (3) if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Notes as described in clause (B) or (C) of the preceding paragraph, it may, pursuant to clause (i) above, be required to deliver a certificate and, in the case of clause (C), may be required to deliver an opinion of counsel if the Issuer and the Transfer Agent and Registrar so request, in each case, reasonably satisfactory in form and substance to the Issuer and the Transfer Agent and Registrar, that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation; and it understands that the Registrar and Transfer Agent will not be required to accept for

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registration of transfer the Notes acquired by it, except upon presentation of, if applicable, the certificate and, if applicable, the opinion described above;

          (4) it agrees that it will, and each subsequent holder is required to, notify any purchaser of Notes from it of the resale restrictions referred to in clauses (2) and (3) above, if then applicable, and understands that such notification requirement will be satisfied, in the case only of transfers by physical delivery of Definitive Notes, by virtue of the fact that the following legend will be placed on the Notes unless otherwise agreed to by the Issuer:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY (1) TO THE ISSUER, (2) TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) THAT PURCHASES FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND BASED ON AN OPINION OF COUNSEL IF THE ISSUER OR TRANSFER AGENT AND REGISTRAR SO REQUEST, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY TRANSFEREE FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

          (5) it acknowledges that the foregoing restrictions apply to holders of beneficial interests in the Notes as well as to Holders of the Notes;

          (6) it acknowledges that the Trustee, the Issuer and their Affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that if any of the acknowledgments, representations or agreements deemed to have been made by its purchase of such Notes is no longer accurate, it will promptly notify the Issuer; and if it is acquiring any Notes for the account of one or more QIBs, it represents that it has sole investment discretion with respect to

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each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account;

          (7) with respect to any foreign purchaser claiming an exemption from United States income or withholding tax, it represents that it has delivered to the Trustee a true and complete Form W-8BEN or W-8ECI or applicable successor form, indicating such exemption; and

          (8) it acknowledges that either (i) it is not an employee benefit plan subject to ERISA, a “plan” described in Section 4975 of the Code, an entity deemed to hold the assets of any such plan or a governmental plan (as defined in Section 3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA for which no election has been made under Section 410(d) of the Code) subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code or (ii) its purchase and holding of the Notes will not, throughout the term of holding, constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental plan or a non-electing church plan (as described above), any substantially similar applicable law) by reason of the application of one or more statutory or administrative exemptions from such prohibited transaction rules or otherwise.

               In addition, such transferee shall be responsible for providing additional information or certification, as shall be reasonably requested by the Trustee or Issuer, to support the truth and accuracy of the foregoing acknowledgements, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. Any resale, pledge or other transfer of Notes in violation of the transfer restrictions set forth herein shall be deemed void ab initio.

     SECTION 8. Article 5 of Base Indenture. Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9 and 5.10 of the Base Indenture shall be read in their entirety as provided in the Base Indenture. The following provisions, however, shall constitute part of Article 5 of the Indenture solely for purposes of Series 2005-A and shall be applicable only to the Notes:

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ARTICLE 5

SERIES 2005-A SETTLEMENT ACCOUNT AND
ALLOCATION AND APPLICATION OF AMOUNTS THEREIN

     SECTION 5.11 Series 2005-A Settlement Account. The Trustee, in accordance with Section 5.3(d) of the Base Indenture shall establish on the Closing Date and maintain, so long as any Series 2005-A Note is Outstanding, an account be designated as the “Series 2005-A Settlement Account”, which account shall be held by the Trustee for the benefit of the Holders of the Series 2005-A Notes pursuant to the Indenture and this Series Supplement. All deposits of funds by or for the benefit of the Holders of the Series 2005-A Notes shall be accumulated in, and withdrawn from, the Series 2005-A Settlement Account in accordance with the provisions of the Indenture and this Series Supplement.

     SECTION 5.12 Determination of Monthly Interest. The amount of monthly interest payable on the Notes shall be determined by the Servicer as of each Determination Date and shall be an amount equal to the product of (i)(A) a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 360, times (B) the Note Rate in effect with respect to the related Accrual Period, and (ii) the average daily outstanding principal balance of the Notes during such Accrual Period (the “Monthly Interest”); provided, however, that in addition to Monthly Interest, an amount equal to the sum of (i) the amount of any unpaid Deficiency Amount, as defined below, (ii) an amount equal to the product of (A) a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 360, times (B) a rate equal to 2% per annum over the Note Rate in effect with respect to the related Accrual Period, times (C) any Deficiency Amount, as defined below (or the portion thereof which has not theretofore been paid to Noteholders), (iii) the amount of any unpaid Fees for the related Accrual Period as determined pursuant to the Note Purchase Agreement (the “Fee Amount”), (iv) any Additional Amounts for the related Accrual Period as determined pursuant to the Note Purchase Agreement and (v) following the occurrence of a Servicer Default, Early Amortization Event or Event of Default, an amount equal to the product of the Note Principal, a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 365 or 366, as applicable, and a rate equal to the difference between the 2% per annum over the Base Rate (as defined in the Note Purchase Agreement) in effect for such period and the Note Rate in effect for such period (such sum being herein called the “Additional Interest”) shall also be payable by the Issuer. The “Deficiency Amount” for any Determination Date shall be equal to the excess, if any, of (x) the sum of the Monthly Interest and the Additional Interest as determined pursuant to the preceding sentence for the preceding Settlement Date, over (y) the amount actually paid in respect thereof on the preceding Settlement Date.

     SECTION 5.13 Drawing Funds from the Spread Maintenance Account. In the event that the Monthly Servicer Report with respect to any Determination Date shall state that the funds on deposit in the Series 2005-A Settlement Account with respect to such Determination Date will not be sufficient to make (on the related Settlement Date) payment on such Settlement Date of the Monthly Interest then due or to make (on the Legal Final Settlement Date) payment on such Settlement Date of the full outstanding principal balance of the Notes (the amount of such aggregate deficiency being a “Permitted Settlement Date Withdrawal”), then the Trustee

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shall draw on the Spread Maintenance Account and deposit into the Series 2005-A Settlement Account an amount equal to the lesser of (x) the Permitted Settlement Date Withdrawal and (y) the amount then on deposit in the Spread Maintenance Account; provided that any withdrawal for purposes of paying principal shall be in an amount equal to the lesser of (x) the then outstanding Note Principal and all accrued and unpaid Monthly Interest with respect thereto and (y) the Series 2005-A pro rata share of the amount then on deposit in the Spread Maintenance Account (calculated based on the outstanding Note Balance as a percentage of the outstanding principal balance of the Notes of all Series). Any such funds actually received by the Trustee shall be used solely to make payments of the Monthly Interest or the Note Principal, as the case may be.

     SECTION 5.14 Distribution from Series 2005-A Settlement Account. On each Settlement Date, the Trustee shall distribute funds then on deposit in the Series 2005-A Settlement Account in accordance with the provisions of either subsection (I) or (II) of this Section 5.14.

     (I) If neither an Early Amortization Event nor an Event of Default shall have occurred and be continuing with respect to any Series:

     (1) To each Series 2005-A Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the Series 2005-A Interest Payment for such Settlement Date;

     (2) To each Series 2005-A Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the Scheduled Principal Payment Amount then due and payable to Series 2005-A Noteholders on such Settlement Date;

     (3) To each Series 2005-A Noteholder (as of the related Record Date), an amount equal to its pro rata portion (if any) of the Supplemental Principal Payment Amount then due and payable to Series 2005-A Noteholders on such Settlement Date;

     (4) To the Funding Agent, any Additional Interest and Fee Amounts then due for such Settlement Date; and

     (5) To each 2005-A Noteholder (as of the related Record Date) and each other Indemnified Party, pro rata, an amount equal to taxes, increased costs, breakage costs, indemnities and other amounts then due and payable to Series 2005-A Noteholders and each Indemnified Party pursuant to the Note Purchase Agreement.

     (II) If an Early Amortization Event shall have occurred and be continuing with respect to any Series or an Event of Default shall have occurred and be continuing with respect to any Series:

     (1) To each Series 2005-A Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the Series 2005-A Interest Payment for such Settlement Date;

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     (2) To each Series 2005-A Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the then outstanding Note Principal until the Note Principal has been reduced to zero;

     (3) To the Funding Agent, any Additional Interest and Fee Amounts then due for such Settlement Date; and

     (4) To each Series 2005-A Noteholder (as of the related Record Date) and each other Indemnified Party, pro rata, an amount equal to taxes, increased costs, breakage costs, indemnities and other amounts then due and payable to Series 2005-A Noteholders and each other Indemnified Party pursuant to the Note Purchase Agreement.

     SECTION 5.15 Servicer’s Failure to Make a Deposit or Payment. If the Servicer fails to make, or give instructions to make, any payment, deposit or withdrawal required to be made or given by the Servicer at the time specified in the Base Indenture or this Series Supplement (including applicable grace periods), the Trustee shall make such payment, deposit or withdrawal from the applicable account in accordance with written instructions provided by the Majority Noteholders.

     SECTION 9. Article 6 of the Base Indenture. Article 6 of the Base Indenture shall read in its entirety as follows and shall be applicable only to the Noteholders:

ARTICLE 6

DISTRIBUTIONS AND REPORTS

     SECTION 6.1 Distributions.

     On each Settlement Date, the Trustee shall distribute (in accordance with the Monthly Servicer Report delivered by the Servicer on or before the related Series Transfer Date pursuant to Section 2.09(a) of the Servicing Agreement) to each Noteholder of record on the immediately preceding Record Date (other than as provided in Section 12.5 of the Base Indenture respecting a final distribution), such Noteholder’s pro rata share of the amounts on deposit in the Series 2005-A Settlement Account that are payable to the Noteholders pursuant to Section 5.14 by wire transfer to an account designated by such Holders of the Notes at least five Business Days prior to such Settlement Date.

     SECTION 6.2 Monthly Noteholders’ Statement.

          (a) On or before each Settlement Date, the Trustee shall make available to each Noteholder, each Rating Agency, and each Notice Person via the Trustee’s website a statement substantially in the form of Exhibit B hereto prepared by the Servicer and delivered to the Trustee on the preceding Determination Date and setting forth, among other things, the following information:

     (i) the total amount distributed to holders of Notes;

     (ii) the amount of such distribution allocable to principal;

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     (iii) the amount of such distribution allocable to Trustee Fees and Expenses, Custodian fees and expenses, Monthly Interest, Deficiency Amounts, Additional Interest and the Fee Amounts, respectively;

     (iv) the aggregate Outstanding Balance of Receivables which were Delinquent Receivables as of the end of the preceding Monthly Period;

     (v) the aggregate Outstanding Balance of Receivables which were Defaulted Receivables as of the end of the preceding Monthly Period;

     (vi) the Spread Maintenance Reserve Required Amount and the balance on deposit in the Spread Maintenance Account as of the end of the day on the Settlement Date;

     (vii) outstanding Note Balance, as of the end of the day on the Settlement Date;

     (viii) increases and decreases in the Notes during the related Settlement Period, and the average daily balance of the Notes for the related Settlement Period;

     (ix) the amount of the Servicing Fee for the related Settlement Period;

     (x) the Note Rate for the related Settlement Period; and

     (xi) if applicable, the date on which the Rapid Amortization Period commenced.

          (b) Annual Noteholders’ Tax Statement. On or before January 31 of each calendar year, beginning with the calendar year 2006, the Paying Agent shall distribute to each Person who at any time during the preceding calendar year was a Noteholder, a statement prepared by the Servicer in accordance with Section 6.02 of the Servicing Agreement containing the information required to be contained in the regular monthly report to Series 2005-A Noteholders, as set forth in subclauses (i), (ii) and (iii) above, aggregated for such calendar year or the applicable portion thereof during which such Person was a Series 2005-A Noteholder, together with such other customary information (consistent with the treatment of the Notes as debt) as is customary on similar transactions to enable the Series 2005-A Noteholders to prepare their tax returns. Such obligations of the Paying Agent shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying Agent or another party pursuant to any requirements of the Code as from time to time in effect.

     SECTION 10. Early Amortization Events. If an “Early Amortization Event” shall occur under the Base Indenture, then the Rapid Amortization Commencement Date shall occur without any notice or other action on the part of any party hereto immediately upon the occurrence of such event.

     SECTION 11. [Reserved].

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     SECTION 12. Redemption Provision.

          (a) The Issuer may redeem the Notes in full on the Commitment Termination Date through a refinancing. The Issuer shall give notice of its election to pay such Notes in accordance with the terms of the Base Indenture and the Note Purchase Agreement prior to such redemption.

          (b) The amount required to be deposited into the Series 2005-A Settlement Account in connection with any redemption in full shall be equal to the sum of (i) the Note Principal, plus (ii) accrued and unpaid the interest on the Notes through the Settlement Date on which the redemption occurs, plus (iii) any other amounts (including, without limitation, accrued and unpaid Fees) payable by the Issuer to the Series 2005-A Noteholders, the Indemnified Parties, the Trustee and the Custodian pursuant to the Note Purchase Agreement and the other Transaction Documents, less (iv) the amounts, if any, on deposit at such Settlement Date in the Series 2005-A Settlement Account for the payment of the foregoing amounts. Such deposit shall be made not later than 3:00 p.m. New York City time on the Redemption Date.

     SECTION 13. Amendments and Waiver. Any amendment, waiver or other modification to the Base Indenture or this Series Supplement Series shall be subject to the restrictions thereon, if applicable, in the Note Purchase Agreement.

     SECTION 14. Counterparts. This Series Supplement may be executed in any number of counterparts, and by different parties in separate counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

     SECTION 15. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH OF THE PARTIES TO THIS SERIES SUPPLEMENT AND EACH NOTEHOLDER HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HERETO AND EACH NOTEHOLDER HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

     SECTION 16. Waiver of Trial by Jury. To the extent permitted by applicable law, each of the parties hereto and each of the Noteholders irrevocably waives all right of trial by jury in any action, proceeding or counterclaim arising out of or in connection with this Series Supplement or the Transaction Documents or any matter arising hereunder or thereunder.

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     SECTION 17. No Petition. The Trustee, by entering into this Series Supplement and each Series 2005-A Noteholder, by accepting a Note hereby covenant and agree that they will not prior to the date which is one year and one day after payment in full of the last maturing note of any Series and termination of the Indenture institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Base Indenture, this Series Supplement or the Transaction Documents. No obligation of the Issuer hereunder shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in the events that such obligations are not paid in accordance with the priority of payments set forth in Section 5.4(c) of the Base Indenture.

     SECTION 18. Rights of the Trustee. The rights, privileges and immunities afforded to the Trustee under the Base Indenture shall apply hereunder as if fully set forth herein.

     SECTION 19. Third-Party Beneficiaries. This Series Supplement will inure to the benefit of and be binding upon the parties hereto, the Custodian, the Secured Parties and their respective successors and permitted assigns. No other Person will have any right or obligations hereunder. The Issuer agrees to perform its obligations hereunder for the benefit of the Trustee, as agent for the Secured Parties.

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     IN WITNESS WHEREOF, the parties hereto have caused this Series Supplement to be duly executed by their respective officers as of the day and year first above written.

COFINA FUNDING, LLC, as Issuer
 

By:  

Name:  

Title:  

U.S. BANK NATIONAL ASSOCIATION, as Trustee
 

By:  

Name:  

Title:  

Supplement to Base Indenture

EXHIBIT A

FORM OF
SERIES 2005-A NOTE

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY (1) TO THE ISSUER, (2) TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) THAT PURCHASES FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION AND BASED ON AN OPINION OF COUNSEL IF THE ISSUER OR TRANSFER AGENT AND REGISTRAR SO REQUEST, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY TRANSFEREE FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

     EACH PERSON ACQUIRING OR HOLDING THIS NOTE SHALL BE DEEMED TO (1) REPRESENT AND WARRANT FOR THE BENEFIT OF THE ISSUER, THE SELLERS, THE SERVICER AND THE TRUSTEE THAT EITHER (A) IT IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA, A “PLAN” DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(D) OF THE CODE) SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS PURCHASE AND HOLDING OF THE NOTE WILL NOT, THROUGHOUT THE TERM OF HOLDING, CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN OR A NON-ELECTING CHURCH PLAN (AS DESCRIBED ABOVE), ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW) BY REASON OF THE APPLICATION OF ONE OR MORE STATUTORY OR ADMINISTRATIVE EXEMPTIONS FROM SUCH PROHIBITED TRANSACTION RULES OR OTHERWISE, AND (2) AGREE THAT IT SHALL NOT SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST THEREIN TO ANY OTHER PERSON WITHOUT ACQUIRING THE SAME REPRESENTATION AND

Supplement to Base Indenture

WARRANTY FROM SUCH OTHER PERSON AND THE SAME OBLIGATION WITH RESPECT TO SALES OR OTHER TRANSFERS.

THE INDENTURE (AS DEFINED BELOW) CONTAINS FURTHER RESTRICTIONS ON THE TRANSFER AND RESALE OF THIS NOTE. EACH TRANSFEREE OF THIS NOTE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS NOTE, SUBJECT TO THE FOREGOING RESTRICTIONS ON TRANSFERABILITY. IN ADDITION, EACH TRANSFEREE OF THIS NOTE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE.

BY ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE AGREES TO THE TERMS AND CONDITIONS SET FORTH IN THE INDENTURE AND HEREIN.

Supplement to Base Indenture

REGISTERED
No. R-1	$150,000,000

SEE REVERSE FOR CERTAIN DEFINITIONS

          THE PRINCIPAL OF THIS NOTE MAY BE INCREASED AND DECREASED AS SPECIFIED IN THE SERIES 2005-A SUPPLEMENT AND IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

COFINA FUNDING, LLC

SERIES 2005-A COFINA VARIABLE FUNDING ASSET-BACKED NOTES

          COFINA FUNDING, LLC, a limited liability company organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay Bank Hapoalim B.M., as the Funding Agent for the Purchasers party to the Note Purchase Agreement, or registered assigns, the principal sum of ONE HUNDRED FIFTY MILLION DOLLARS (U.S. $150,000,000), or if less is due in whole or in part, the unpaid principal amount of all outstanding amounts borrowed by the Issuer when due as shown on the reverse hereof or an attachment hereto and recorded in the Note Register by the Transfer Agent and Registrar, payable on each Settlement Date in the amounts and at the times specified in the Series 2005-A Supplement, dated as of August 10, 2005 (as amended, supplemented or otherwise modified from time to time, the “Series 2005-A Supplement”), between the Issuer and the Trustee to the Base Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Legal Final Settlement Date (as defined in the Series 2005-A Supplement). The Issuer will pay interest on this Note on each Settlement Date at the Note Rate (as defined in the Series 2005-A Supplement) until the principal of this Note is paid or made available for payment, on the average daily outstanding principal balance of this Note during the related Settlement Period (as defined in the Series 2005-A Supplement). Interest will be computed on the basis set forth in the Indenture. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

          The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

          Issuer hereby irrevocably authorizes the Funding Agent to enter on the reverse hereof or on an attachment hereto the date and amount of each borrowing and principal payment under and in accordance with the Indenture. Issuer agrees that this Note, upon each such entry being duly made, shall evidence the indebtedness of Issuer with the same force and effect as if set forth in a separate Note executed by Issuer; provided that such entry is recorded by the Transfer Agent and Registrar in the Note Register.

Supplement to Base Indenture

          Reference is made to the further provisions of this Note set forth on the reverse hereof and to the Indenture, which shall have the same effect as though fully set forth on the face of this Note.

          Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

Supplement to Base Indenture

          IN WITNESS WHEREOF, the Issuer, has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

COFINA FUNDING, LLC
 

By:  

Authorized Officer 

Date:

CERTIFICATE OF AUTHENTICATION

          This is one of the Notes referred to in the within mentioned Series 2005-A Supplement.

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
By
	Authorized Officer
Date:

Supplement to Base Indenture

[REVERSE OF NOTE]

          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Series 2005-A Cofina Variable Funding Asset-Backed Notes (herein called the “Notes”), all issued under the Series 2005-A Supplement to the Base Indenture dated as of August 10, 2005 (such Base Indenture, as supplemented by the Series 2005-A Supplement and supplements relating to other series of notes, as supplemented or amended, is herein called the “Indenture”), between the Issuer and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

          The Note is one of a Series of Notes which are and will be equally and ratably secured by the collateral pledged as security therefor as and to the extent provided in the Indenture.

          Principal of the Notes will be payable on each Settlement Date as set forth in the Indenture.

          All principal payments on the Notes shall be made pro rata to the Noteholders entitled thereto.

          Subject to certain limitations set forth in the Indenture, payments of interest on this Note due and payable on each Settlement Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by wire transfer in immediately available funds to the Person whose name appears as the Holder of this Note on the Note Register as of the close of business on each Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note effected by any payments made on any Settlement Date or date of prepayment shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.

          As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Base Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by the Holder hereof or its attorney, duly authorized in writing, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Supplement to Base Indenture

          Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not prior to the date which is one year and one day after the payment in full of the last maturing note of any Series and the termination of the Indenture institute against the Issuer or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any United Stated Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Transaction Documents.

          Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will treat such Note as indebtedness for all Federal, state and local income and franchise tax purposes.

          Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Trustee or any such agent shall be affected by notice to the contrary.

          The Indenture permits the amendments thereof and modifications of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture and waivers of compliance by the Issuer with provisions of the Indenture as provided in the Indenture. Any such amendment, modification or waiver shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

          As provided in the Indenture, no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under the Indenture, including this Note, against any Seller, the Servicer, the Trustee or any partner, owner, incorporator, beneficiary, beneficial owner, agent, officer, director, employee, shareholder or agent of the Issuer, any Seller, the Servicer or the Trustee except as any such Person may have expressly agreed.

          The term “Issuer” as used in this Note includes any successor to the Issuer under the Base Indenture.

          The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Holders of Notes under the Indenture.

          The Notes are issuable only in registered form as provided in the Indenture in denominations as provided in the Indenture, subject to certain limitations therein set forth.

          This Note and the Indenture shall be construed in accordance with the laws of the State of New York (without reference to its conflict of law provisions other than Section 5-1401 of the New York General Obligations Law), and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

Supplement to Base Indenture

          No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note.

Supplement to Base Indenture

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                              

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                     , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	1
	Signature Guaranteed:

¹ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

Supplement to Base Indenture

The following are borrowings and payments made under this Note of the Issuer dated                     :

Loan	Amount	Date	Amount Paid
Date	Borrowed	Prin. Paid	Principal	Interest

Supplement to Base Indenture

EXHIBIT B

FORM OF MONTHLY NOTEHOLDERS’ STATEMENT

Supplement to Base Indenture

COFINA FUNDING LLC
MONTHLY NOTEHOLDERS’ STATEMENT
Reporting Date:
Statement Date:
Information provided in the Supplement Base Indenture Article 6

	Number	Amount		Percent
1. Total amount distributed to holders of Notes		$	2,210,000.00
2. Amounts of distribution allocable to:
Principal		$	500,000.00
Trustee Fees and Expenses		$	1,500,000.00
Monthly Interest		$	—
Deficiency Amounts		$	—
Additional Interest		$	—
Fee Amount		$	210,000.00
	Total	$	2,210,000.00
3. Aggregate outstanding balance of delinquent receivables as of [prior month end]		$	50,000.00
4. Aggregate outstanding balance of defaulted receivables as of [Prior month end]		$	50,000.00
5. (i) Spread Maintenance Reserve Required Amount		$	1,000,000.00
(ii) Spread Maintenance Account Balance at end of day on [settlement date]
6. Total outstanding note balance at end of day on [settlement date]		$	1,000,000.00
7. Note Activity during [settlement period]:
Increases in Notes		$	1,000,000.00
Decreases in Notes		$	1,000,000.00
Average daily balance of Notes		$	1,000,000.00
8. Servicing fee for [settlement period]		$	1,000,000.00
9. Note rate for [settlement period]		$	1,000,000.00
10. Date on which rapid amortization period commenced		[Date]

Supplement to Base Indenture

EXHIBIT C

FORM OF TRANSFER CERTIFICATE

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF DEFINITIVE SECURITIES

To: U.S. Bank National Association, as Trustee
60 Livingston Avenue
St. Paul, MN 55107

Re: Cofina Funding, LLC — Cofina Variable Funding Asset-Backed Notes

     This Certificate relates to $                             principal amount of Series 2005-A Cofina Variable Funding Asset-Backed Notes held in definitive form by                                      (the “Transferor”) issued pursuant to the Base Indenture dated as of August 10, 2005 between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee, as supplemented by the Series 2005-A Supplement dated as of August 10, 2005 (the “Series Supplement”) (as amended, supplemented or otherwise modified from time to time, the “Indenture”). Capitalized terms used herein and not otherwise defined, shall have the meanings given thereto in the Indenture.

     The Transferor (i) has requested the Trustee by written order to exchange or register the transfer of a Note or Notes and (ii) has reviewed the transfer restrictions set forth in Section 7(c) of the Series Supplement and hereby makes the acknowledgments, representations and agreements set forth in Section 7(c)(ii) of the Series Supplement.

     In connection with such request and in respect of each such Note, the Transferor does hereby certify as follows:

               o Such Note is being transferred to a qualified institutional buyer (for its own account and not for the account of others) or to a fiduciary or agent for the account of a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A.

               o Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A and in compliance with other applicable state and federal securities laws and, if requested by the Issuer or the Transfer Agent and Registrar, an opinion of counsel is being furnished simultaneously with the delivery of this Certificate as required under Section 7(c)(i) of the Series Supplement.

[INSERT NAME OF TRANSFEROR]
 

By:  

Name:  

Title:  

Date:

Supplement to Base Indenture

TABLE OF CONTENTS

	Page
PRELIMINARY STATEMENT		1
SECTION 1. Designation		1
SECTION 2. Definitions		1
SECTION 3. Article 3 of the Base Indenture		4
SECTION 4. Principal Payments on the Notes		5
SECTION 5. Cleanup Call		6
SECTION 6. Delivery and Payment for the Notes		6
SECTION 7. Form of Delivery of the Notes; Denominations; Transfer Restrictions		6
SECTION 8. Article 5 of Base Indenture		9
SECTION 9. Article 6 of the Base Indenture		12
SECTION 10. Early Amortization Events		13
SECTION 11. [Reserved]		13
SECTION 12. Redemption Provision		14
SECTION 13. Amendments and Waiver		14
SECTION 14. Counterparts		14
SECTION 15. Governing Law		14
SECTION 16. Waiver of Trial by Jury		14
SECTION 17. No Petition		15
SECTION 18. Rights of the Trustee		15
SECTION 19. Third-Party Beneficiaries		15
EXHIBIT A            Form of Note
EXHIBIT B            Form of Monthly Noteholders’ Statement
EXHIBIT C            Form of Transfer Certificate

-i-

EX-10.10

EXECUTION COPY

NOTE PURCHASE AGREEMENT

among

COFINA FUNDING, LLC,
as Issuer,

BANK HAPOALIM B.M.,
as Funding Agent for the Purchasers and as the Swingline Purchaser,

and

THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO,
as Committed Purchasers

dated as of August 10, 2005

     NOTE PURCHASE AGREEMENT (“Note Purchase Agreement”) dated as of August 10, 2005, among COFINA FUNDING, LLC (the “Issuer”), BANK HAPOALIM B.M., as Funding Agent (the “Funding Agent”) and as the Swingline Purchaser (the “Swingline Purchaser”) and the Committed Purchasers from time to time party hereto.

     The parties hereto agree as follows:

RECITALS

     WHEREAS, the Issuer will issue the variable funding notes pursuant to a Base Indenture, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Base Indenture”), between the Issuer and U.S. Bank National Association, as trustee (in such capacity, together with its successors and assigns in such capacity, the “Trustee”), as supplemented by the Series 2005-A Supplement, dated as of the date hereof, between the Issuer and the Trustee (as amended, supplemented or otherwise modified from time to time, the “Series Supplement,” and together with the Base Indenture, the “Indenture”); and

     WHEREAS, the Purchasers desire to acquire the variable funding notes and make advances from time to time hereunder.

     NOW, THEREFORE, for full and fair consideration, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.01 Certain Defined Terms. Capitalized terms used herein without definition shall have the meanings set forth in the Indenture. Additionally, the following terms shall have the following meanings:

          “Accrual Period” means, with respect to any Settlement Date, the period from and including the prior Settlement Date (or the Closing Date in the case of the initial Accrual Period) to but excluding such Settlement Date.

          “Additional Amounts” means all amounts owed by the Issuer pursuant to Section 2.11 and Article VIII, plus Breakage Amounts.

          “Affected Party” has the meaning specified in Section 8.02.

          “Aggregate Purchaser Funded Amount” means, on any date of determination, an amount equal to (a) the Initial Purchase Price, plus (b) the aggregate amount of all Increases made prior to such date of determination, minus (c) the aggregate amount of principal payments in respect of the VFN made to and received by or on behalf of the Purchasers prior to such date.

          “Applicable Margin” shall have the meaning specified in the Fee Letter.

          “Assignment and Acceptance” means an assignment and acceptance agreement entered into by a Purchaser, a permitted assignee thereof and the Funding Agent pursuant to which such assignee may become a party to this Note Purchase Agreement.

          “Base Rate” shall mean, with respect to any Funding Tranche funded or maintained by any Purchaser other than by reference to the LIBOR Rate, a rate per annum equal to the sum of (x) the greater of (i) the prime rate of interest announced by the Funding Agent from time to time, changing when and as said prime rate changes (such rate not necessarily being the lowest or best rate charged by the Funding Agent) and (ii) the rate equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Funding Agent from three (3) federal funds brokers of recognized standing selected by it and (y) the Applicable Margin.

          “Breakage Amount” has the meaning specified in Section 2.08.

          “Closing” has the meaning specified in Section 3.01.

          “Closing Date” has the meaning specified in Section 3.01.

          “Cofina Entity” means the Issuer, any Seller, the Servicer and any other Person party to the Transaction Documents that is an Affiliate of the Issuer, any Seller or Cofina.

          “Committed Purchasers” means Bank Hapoalim B.M. and each of its assigns (with respect to its commitment to make Increases) that shall become a party to this Note Purchase Agreement pursuant to Section 10.04.

          “Commitment” means, with respect to any Committed Purchaser, an amount equal to such Purchaser’s Purchaser Percentage multiplied by the Maximum Funded Amount.

          “Eurodollar Rate” shall mean, with respect to any Funding Tranche funded or maintained by any Purchaser, by reference to the LIBOR Rate, the Applicable Margin plus a rate per annum equal to the sum (rounded upwards, if necessary, to the next higher 1/100 of 1%) of (i) the rate obtained by dividing (A) the applicable LIBOR Rate by (B) a percentage equal to 100% minus the reserve percentage used for determining the maximum reserve requirement as specified in Regulation D (including, without limitation, any marginal, emergency, supplemental, special or other reserves) that is applicable to the Funding Agent during the related Fixed Period in respect of eurocurrency or eurodollar funding, lending or liabilities (or, if more than one percentage shall be so applicable, the daily average of such percentage for those days in such Fixed Period during which any such percentage shall be applicable) plus (ii) the then daily net annual assessment rate (rounded upwards, if necessary, to the nearest 1/100 of 1%) as estimated by the Funding Agent for determining the current annual assessment payable by the Funding Agent to the Federal Deposit Insurance Corporation in respect of eurocurrency or eurodollar funding, lending or liabilities.

2

          “Federal Bankruptcy Code” means the bankruptcy code of the United States of America codified in Title 11 of the United States Code.

          “Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

          “Fee Letter” means the letter or letters dated as of the Closing Date between the Issuer and the Funding Agent setting forth certain fees payable by the Issuer in connection with the purchase of the VFN by the Funding Agent for the benefit of the Purchasers.

          “Fixed Period” means, (i) with respect to a new Funding Tranche, a period beginning on and including the date of funding and ending on and excluding the immediately succeeding Settlement Date (or such other date requested by the Issuer (or the Servicer on the behalf) and agreed to by the applicable Purchaser) and (ii) with respect to any existing Funding Tranche (to the extent not paid in full on a Settlement Date), a period beginning on and including such Settlement Date and ending on and excluding the immediately succeeding Settlement Date (or such other date requested by the Issuer (or the Servicer on the behalf) and agreed to by the applicable Purchaser); provided, that

     (i) any Fixed Period with respect to any Funding Tranche which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; provided, however, if interest in respect of such Fixed Period is computed by reference to the Eurodollar Rate, and such Fixed Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Fixed Period shall end on the next preceding Business Day; and

     (ii) any Fixed Period will not be for a term of more than 31 days.

          “Funding Agent” means Bank Hapoalim B.M., in its capacity as Funding Agent for the Purchasers.

          “Funding Tranche” means one or more portions of the Aggregate Purchaser Funded Amount used to fund or maintain the VFN that accrue interest by reference to different interest rates.

          “Governmental Actions” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Official Body required under any Governmental Rules.

          “Governmental Rules” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions of any Official Body and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Official Body.

          “Guaranty Agreement” means that certain Guaranty, dated the date hereof, by Cenex Finance Association, Inc. in favor of the Funding Agent on behalf of the Purchasers, the Trustee and the Secured Parties.

3

          “Increase” shall have the meaning assigned to such term in the Series Supplement.

          “Increase Amount” means the amount requested by the Issuer to be funded by the Purchasers on an Increase Date.

          “Increase Date” means the date on which an Increase occurs.

          “Indemnified Party” means any Purchaser, each entity providing credit or liquidity support to any Purchaser in connection with the VFN, the Funding Agent or any of their officers, directors, employees, agents, representatives, assignees or Affiliates.

          “Initial Purchase Price” has the meaning specified in Section 2.02.

          “Issuer Indemnified Amounts” has the meaning specified in Section 8.01(a).

          “LIBOR Rate” shall mean, with respect to any Funding Tranche, the rate at which deposits in dollars are offered to the Funding Agent, in the London interbank market at approximately 11:00 A.M. (London time) two (2) Business Days before the first day of the related Fixed Period in an amount approximately equal to the applicable Funding Tranche to which the Eurodollar Rate is to apply and for a period of time approximately equal to the applicable Fixed Period, as determined by the Funding Agent in its reasonable discretion.

          “Maximum Funded Amount” means $150,000,000.

          “Notice of Increase” means a written notice of an Increase in the form of Exhibit A.

          “Purchase Expiration Date” means the date which is 60 days following the Initial Closing Date (as such date may be extended from time to time pursuant to Section 2.04).

          “Purchaser Percentage” of any Committed Purchaser means (a) the percentage set forth on the signature page to this Note Purchase Agreement as changed by each Assignment and Acceptance entered into with an assignor or assignee, as the case may be, or (b) with respect to a Committed Purchaser that has entered into an Assignment and Acceptance, the percentage set forth therein as such Purchaser’s Purchaser Percentage, or such percentage as changed by each Assignment and Acceptance entered into between such Committed Purchaser and an assignor or assignee.

          “Purchasers” means the Swingline Purchaser and the Committed Purchasers.

          “Reduction” has the meaning specified in Section 2.05.

          “Required VFN Series Holders” means the “Committed Purchasers” under all VFN Series whose aggregate commitment amounts under each such series equals at least 66²/₃% of the aggregate of the commitment amounts under all of the VFN Series.

          “Swingline Facility Limit” means $150,000,000.

4

          “Swingline Purchaser” means Bank Hapoalim B.M.

          “Transfer Supplement” has the meaning specified in Section 10.4(b).

          “Variable Noteholders” means each holder of a variable funding note relating to any VFN Series issued from time to time pursuant to the terms of the Indenture.

          “VFN” means the Cofina Variable Funding Asset-Backed Note Series 2005-A in the maximum aggregate principal amount of $150,000,000 to be issued by the Issuer pursuant to the Indenture in the name of the Funding Agent on behalf of the Purchasers.

          “VFN Financing Costs” or “Series 2005-A Financing Costs” means, with respect to any Accrual Period, the VFN Interest Component for such Accrual Period.

          “VFN Interest Component” means, with respect to any Accrual Period, the result obtained by multiplying:

     (x) the weighted average of the rates applicable to all Funding Tranches outstanding during all or part of such Accrual Period (determined as of each day in such Accrual Period but estimated by the Funding Agent for the period from the Determination Date related to the applicable Settlement Date through such Settlement Date, with any adjustments to be made with respect to the VFN Interest Component for the next Accrual Period), each such rate being a rate per annum (expressed as a percentage and an interest yield equivalent and calculated on the basis of a 360-day year and the actual days elapsed) equal to the Eurodollar Rate or Base Rate, as applicable with respect to such Funding Tranche (as determined in the sole discretion of the Funding Agent); provided, however, that interest for any Funding Tranche shall not be considered paid by any distribution to the extent that all or a portion of such distribution is rescinded or must otherwise be returned for any reason; times

     (y) the average daily Aggregate Purchaser Funded Amount for such Accrual Period; times

     (z) a fraction, the numerator of which is the number of days in such Accrual Period and the denominator of which is 360 (or, if such VFN Interest Component is calculated by reference to the Base Rate, 365 or 366, as applicable).

          SECTION 1.02 Other Definitional Provisions. (a) Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture. All terms defined in this Note Purchase Agreement shall have the meanings given herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

          (b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.01, and accounting terms partially defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms herein are

5

inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control.

          (c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Note Purchase Agreement shall refer to this Note Purchase Agreement as a whole and not to any particular provision of this Note Purchase Agreement; and Section, subsection, Schedule and Exhibit references contained in this Note Purchase Agreement are references to Sections, subsections, the Schedules and Exhibits in or to this Note Purchase Agreement unless otherwise specified.

ARTICLE II

PURCHASE AND SALE

          SECTION 2.01 Purchase and Sale of the VFN. On the terms and subject to the conditions set forth in this Note Purchase Agreement, and in reliance on the covenants, representations, warranties and agreements herein set forth, the Issuer hereby offers to sell to the Funding Agent, on behalf of the Purchasers, and the Funding Agent shall, on behalf of the Committed Purchasers, purchase at the Closing the VFN in an initial outstanding principal amount equal to the Initial Note Principal.

          SECTION 2.02 Initial Purchase Price. The VFN is to be purchased at a price (the “Initial Purchase Price”) equal to 100% of the Initial Note Principal.

          SECTION 2.03 Increases. (a) Subject to the terms and conditions of this Note Purchase Agreement and the Series Supplement, from time to time prior to the Purchase Expiration Date upon receipt by the Trustee and the Funding Agent of a Notice of Increase, each Committed Purchaser (or, pursuant to the last sentence of the Section 2.03(a), the Swingline Purchaser) severally agrees to fund its respective Purchaser Percentages of such Increase (or, in the case of the Swingline Purchaser, the entire Increase); provided, however, that no Committed Purchaser shall be required to fund a portion of any Increase if, after giving effect thereto, the portion of the Aggregate Purchaser Funded Amount funded by such Committed Purchaser hereunder plus the aggregate amount funded by such Committed Purchaser as a Liquidity Purchaser under the Asset Purchase Agreement would exceed its Purchaser Percentage times the Maximum Funded Amount; and provided, further, that the Swingline Purchaser shall not be required to fund any Increase if, after giving effect thereto, the aggregate amount funded by the Swingline Purchaser would exceed the Swingline Facility Limit. Each Increase requested later than 2:00 p.m. (New York time) one (1) Business Day prior to the proposed date of such Increase shall be deemed to be both (A) a request for funding from the Swingline Purchaser on the specified date of funding and (B) a request for an Increase from the Committed Purchasers on the second (2^nd) Business Day following the date of the Increase funded by the Swingline Purchaser (the proceeds of such Increase to be used solely to repay the Increase funded by the Swingline Purchaser).

          (b) Each Increase hereunder shall be subject to the further conditions precedent that:

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          (i) The Funding Agent and the applicable Notice Persons shall have received copies of the Monthly Noteholders’ Statement most recently required to have been delivered under the Indenture;

          (ii) Each of the representations and warranties of each Cofina Entity made in the Transaction Documents to which it is a party shall be true and correct in all material respects as of the applicable Increase Date (except to the extent they expressly relate to an earlier or later time);

          (iii) Each Cofina Entity shall be in compliance in all material respects with all of its respective covenants contained in the Transaction Documents to which it is a party;

          (iv) No Early Amortization Event, Potential Early Amortization Event, Default, Event of Default or Servicer Default shall have occurred and be continuing;

          (v) The Purchase Expiration Date shall not have occurred;

          (vi) After giving effect to such Increase, no Borrowing Base Deficiency shall exist;

          (vii) The Funding Agent and the applicable Notice Persons shall have received a completed Notice of Increase with respect to such proposed Increase, not later than 2:00 p.m. (New York time) on the proposed date of such Increase;

          (c) Each Increase of the VFN shall be requested in an aggregate principal amount of $250,000 and integral multiples of $1,000 in excess thereof; provided, that an Increase may be requested in the entire remaining Maximum Funded Amount.

          (d) The purchase price of each Increase shall be equal to 100% of the Increase Amount, and shall be paid not later than 3:00 p.m. New York City time on the Increase Date by wire transfer of immediately available funds to such account as may from time to time be specified by the Issuer in a notice to the Funding Agent and the applicable Notice Persons (or to the Swingline Purchaser, in the case of an Increase deemed requested from the other Purchasers pursuant to the last sentence of Section 2.03(a)).

          (e) All conditions set forth in Section 3.1(b) of the Series Supplement, to the extent applicable, shall have been satisfied at such time.

          (f) No condition to funding shall be applicable to an Increase made solely to reimburse the Swingline Purchaser pursuant to the last sentence of Section 2.03(a).

     Each “Increase” with respect to all VFN Series shall be allocated to each respective VFN Series as instructed by the Issuer; provided, that (i) the Issuer shall not (unless necessary in order to comply with the requirements of clause (ii) of this paragraph) disproportionately allocate Increases to the same VFN Series for two or more consecutive Increases and (ii) shall at all times use its reasonable best efforts to allocate Increases to the respective VFN Series so that the aggregate of the “Aggregate Purchaser Funded Amounts” under (and as defined in) each VFN

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Series is at all times ratably allocated among each such VFN Series according to their respective Maximum Funded Amounts (as defined in each such series).

          SECTION 2.04 Extension of Purchase Expiration Date. The Issuer may advise the Funding Agent in writing of its desire to extend the Purchase Expiration Date for an additional period. The Funding Agent shall notify the Issuer in writing, within 5 days after its receipt of such request by the Issuer, whether the Purchasers or any of them agree to such extension (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect and, if the Purchasers so agree, the Issuer, the Funding Agent and the Purchasers shall enter into such documents as the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers and the Funding Agent in connection therewith (including reasonable attorneys’ fees and expenses) shall be paid by the Issuer); it being understood, that the failure of the Funding Agent to so notify the Issuer as set forth above shall not be deemed to be a consent to such request for extension.

          SECTION 2.05 Reduction of Maximum Funded Amount. On any Settlement Date prior to the Rapid Amortization Commencement Date, upon the written request of the Issuer, the Maximum Funded Amounts (as defined for each VFN Series) may be permanently reduced (a “Reduction”), on a ratable basis with respect to each VFN Series, by the Issuer; provided that the Issuer shall have given each applicable Funding Agent irrevocable written notice (effective upon receipt) of the amount of such Reduction prior to 10:00 a.m., New York time on a Business Day that is at least thirty (30) days prior to such Reduction; provided, further, that any such Reduction shall be in an amount equal to $10,000,000, in the aggregate for all VFN Series or integral multiples of $5,000,000 in excess thereof; and provided, further, that no Reduction may cause the aggregate of the “Maximum Funded Amounts” under all VFN Series to be lower than $100,000,000.

          SECTION 2.06 Calculation of Monthly Interest. (a) On the Business Day prior to each Determination Date, the Funding Agent shall calculate, for the applicable Accrual Period, the aggregate Monthly Interest for each Funding Tranche.

          (b) The Issuer agrees to pay, and the Issuer agrees to instruct the Servicer and the Trustee to pay, all amounts payable by it with respect to the VFN, this Note Purchase Agreement and the Series Supplement to the account designated by the applicable Purchaser. All such amounts shall be paid no later than 12:00 noon, New York City time, on the day when due as determined in accordance with this Note Purchase Agreement, the Indenture and the other Transaction Documents, in Dollars in immediately available funds.

          SECTION 2.07 Benefits of Indenture. The Issuer hereby acknowledges and confirms that each representation, warranty, covenant and agreement made pursuant to the Indenture by the Issuer to the Trustee is (unless such representation, warranty, covenant or agreement specifically states otherwise) also made herein for the benefit and security of the Purchasers and the Funding Agent.

          SECTION 2.08 Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by

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reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue or prepay any Funding Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Funding Tranche had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche for such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 and setting forth any amount or amounts that such Purchaser is entitled to receive pursuant to this Section 2.08 and the reasons therefor shall be delivered to the Issuer by the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three Business Days after receipt of notice thereof.

          SECTION 2.09 Illegality. Notwithstanding anything in this Note Purchase Agreement or any other Transaction Document to the contrary, if, after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law), shall make it unlawful for any Purchaser (or its liquidity and credit support providers, if applicable) to acquire or maintain a Funding Tranche by reference to the Eurodollar Rate as contemplated by this Note Purchase Agreement (or the applicable Asset Purchase Agreement), (i) the Funding Agent on behalf of such Purchaser (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) shall, within forty-five (45) days after receiving actual knowledge thereof, deliver a certificate to the Issuer (with a copy to the applicable Funding Agent) setting forth the basis for such illegality, which certificate shall be conclusive absent manifest error, and (ii) such Purchaser’s portion of any Funding Tranche maintained by reference to the Eurodollar Rate then outstanding shall be converted automatically to a Funding Tranche maintained by reference to the Base Rate.

          SECTION 2.10 Inability to Determine Eurodollar Rate. If, prior to the first day of any Fixed Period relating to any Funding Tranche maintained by reference to the Eurodollar Rate:

     (1) the Funding Agent shall have determined (which determination in the absence of manifest error shall be conclusive and binding upon the Issuer) that, by reason of circumstances affecting the relevant market, adequate and

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reasonable means do not exist for ascertaining the Eurodollar Rate for such Fixed Period; or

     (2) the Funding Agent shall have received notice from one or more Purchasers (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) that the Eurodollar Rate determined or to be determined for such Fixed Period will not adequately and fairly reflect the cost to such Purchasers (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) (as conclusively certified by such Person) of purchasing or maintaining their affected portions of such Funding Tranches during such Fixed Period;

then, in either such event, the Funding Agent shall give telecopy or telephonic notice thereof (confirmed in writing) to the Issuer as soon as practicable (but, in any event, within thirty (30) days after such determination or notice, as applicable) thereafter. Until such notice has been withdrawn by the Funding Agent, no further Funding Tranches shall be funded or maintained at the Eurodollar Rate. The Funding Agent agrees to withdraw any such notice as soon as reasonably practicable after the Funding Agent is notified of a change in circumstances which makes such notice inapplicable.

          SECTION 2.11 Fees. The Issuer shall pay to the Funding Agent for the benefit of the applicable Purchasers as and when due and in accordance with the provisions for payment set forth in Article 5 of the Series Supplement, each of the fees specified in the Fee Letter.

ARTICLE III

CLOSING

          SECTION 3.01 Closing. The closing (the “Closing”) of the purchase and sale of the VFN shall take place on or about 10:00 a.m. on August 10, 2005, or if the conditions to closing set forth in Article IV of this Note Purchase Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein as the “Closing Date”).

          SECTION 3.02 Transactions to be Effected at the Closing. At the Closing (a) the Funding Agent will (to the extent received from the Purchasers) deliver to the Issuer funds in an amount equal to the Initial Purchase Price by wire transfer of immediately available funds to a bank account designated by the Issuer to the Funding Agent at least two Business Days prior to the Closing Date; and (b) the Issuer shall deliver the VFN to the Funding Agent in satisfaction of the Issuer’s obligation to the Funding Agent hereunder.

ARTICLE IV

CONDITIONS PRECEDENT TO
PURCHASE ON THE CLOSING DATE

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          The purchase by the Funding Agent on behalf of the Purchasers of the VFN is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived by the Funding Agent in its sole discretion):

          SECTION 4.01 Performance by Cofina Entities. All the terms, covenants, agreements and conditions of the Transaction Documents to which each Cofina Entity is a party to be complied with and performed by the Cofina Entities at or before the Closing shall have been complied with and performed in all material respects.

          SECTION 4.02 Representations and Warranties. Each of the representations and warranties of each Cofina Entity made in the Transaction Documents to which it is a party shall be true and correct in all material respects as of the time of the Closing (except to the extent they expressly relate to an earlier or later time).

          SECTION 4.03 Corporate Documents. The Funding Agent shall have received copies of the (i) certificate of incorporation or certificate of formation, as applicable, good standing certificate and by-laws or limited liability company agreement, as applicable, of each Cofina Entity, (ii) board of directors resolutions or resolutions of the managing member, as applicable, of each Cofina Entity with respect to the Transaction Documents to which it is a party, and (iii) incumbency certificate of each Cofina Entity, each certified by appropriate corporate or limited liability company authorities.

          SECTION 4.04 Opinions of Counsel. The Funding Agent shall have received favorable opinions from counsel to the Sellers, the Servicer and the Issuer dated as of the Closing Date and reasonably satisfactory in form and substance to the Funding Agent and its counsel, as to such matters as the Funding Agent and its counsel may reasonably request.

          SECTION 4.05 Reports. The Funding Agent shall have received a copy of the most recent Monthly Servicer Report prior to Closing.

          SECTION 4.06 Financing Statements. The Funding Agent shall have received evidence satisfactory to it of the completion of all recordings, registrations, notices and filings as may be necessary or, in the opinion of the Funding Agent, desirable to perfect or evidence the sale and assignment by each Seller to the Issuer of their respective ownership interests in the Receivables, Related Security and other collateral in the Trust Estate and the proceeds thereof and the security interest granted to the Trustee for the benefit of the Secured Parties pursuant to the granting clauses of the Indenture:

          SECTION 4.07 Documents. The Funding Agent shall have received a duly executed counterpart of the Guaranty Agreement and each of the Transaction Documents and each and every document or certification delivered by any party in connection with any of such agreements, and each such document shall be in full force and effect.

          SECTION 4.08 VFN. The Funding Agent shall have received an executed VFN being purchased by the Purchasers, registered in the name of the Funding Agent, as agent for the Purchasers.

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          SECTION 4.09 No Actions or Proceedings. No action, suit, proceeding or investigation by or before any Official Body shall have been instituted to restrain or prohibit the consummation of, or to invalidate, the transactions contemplated by the Transaction Documents and the documents related thereto in any material respect.

          SECTION 4.10 Approvals and Consents. All Governmental Actions of all Official Bodies required with respect to the transactions contemplated by the Transaction Documents and the other documents related thereto shall have been obtained or made.

          SECTION 4.11 Officer’s Certificates. The Funding Agent shall have received a certificate of a Responsible Officer from each Cofina Entity (each, an “Officer’s Certificate”) in form and substance reasonably satisfactory to the Funding Agent and its counsel, dated as of the Closing Date, certifying as to the satisfaction of the conditions set forth in Sections 4.01 and 4.02 with respect to such Cofina Entity.

          SECTION 4.12 Accounts. The Funding Agent shall have received evidence that the Collection Account, Series 2005-A Settlement Account and the Spread Maintenance Account have been established in accordance with the terms of the Indenture.

          SECTION 4.13 Expenses. Costs and expenses of the Funding Agent and the Purchasers accrued and payable under Section 8.04, including all accrued attorneys’ fees and expenses shall have been paid.

          SECTION 4.14 Liens. The Funding Agent shall have received UCC search reports showing that no Liens exist on the Receivables, Related Security or any other assets or collateral in the Trust Estate, other than (i) Liens in favor of (or appropriately assigned to) the Trustee, (ii) Permitted Encumbrances, and (iii)  Liens for which releases or acceptable assignments or other amendments have been delivered to the Trustee.

          SECTION 4.15 Other Documents. The Cofina Entities shall have furnished to the Funding Agent such other information, certificates and documents as the Funding Agent may reasonably request.

          SECTION 4.16 Payment of Fees. The fees due on the Closing Date (as specified in the Fee Letter) shall have been paid.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

          SECTION 5.01 Representations and Warranties of the Issuer. The representations and warranties made by the Issuer in the other Transaction Documents are hereby remade by the Issuer on each date to which they are made in such Transaction Documents as if such representations and warranties were set forth herein. For purposes of this Section 5.01, such representations and warranties are incorporated by reference herein in their entirety.

          SECTION 5.02 Reaffirmation of Representations and Warranties by the Issuer. On the Closing Date and on each day that an Increase is made hereunder, the Issuer, by accepting

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the proceeds thereof, shall be deemed to have certified that all of its representations and warranties contained in the Transaction Documents are true and correct on and as of such day as though made on and as of such day (except to the extent they relate to an earlier date or later time, and then as of such earlier date or later time).

ARTICLE VI

REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO THE FUNDING AGENT AND THE PURCHASERS

          The Funding Agent and each Purchaser hereby makes with respect to itself the following representations and warranties to the Issuer on which the Issuer shall rely in entering into this Note Purchase Agreement:

          SECTION 6.01 Securities Laws; Transfer Restrictions. The Funding Agent and each of the Purchasers represents and warrants to the Issuer, as of the date hereof (or as of a subsequent date on which a successor or assign of any Purchaser shall become a party hereto), and agrees that:

          (a) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and it is able and prepared to bear the economic risk of investing in, the VFN;

          (b) it is purchasing the VFN for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (a) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution;

          (c) it understands that (i) the VFN has not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act, (ii) the Issuer is not required to so register or qualify the VFN, and (iii) the VFN may be resold, pledged or otherwise transferred only (A) to the Issuer, (B) to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act, or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act, in each case in accordance with the provisions of the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction;

          (d) it understands that upon original issuance thereof, and until such time as the same may no longer be required under the applicable requirements of the Securities Act, the certificate evidencing the VFN (and all securities issued in exchange therefor or substitution thereof) shall bear a restrictive legend substantially in the form set forth in the form of VFN included as an exhibit to the Series Supplement; and

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          (e) it will obtain from any transferee of the VFN (or any interest therein) substantially the same representations, warranties and agreements contained in this Section 6.01.

          SECTION 6.02 Enforceability. This Note Purchase Agreement has been duly authorized, executed and delivered by each Purchaser and the Funding Agent, and is the valid and legally binding obligation of such Person, enforceable against such Person in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

ARTICLE VII

COVENANTS

          SECTION 7.01 Covenants. The Issuer hereby covenants that, until the termination of the Transaction Documents, unless the Purchasers shall otherwise consent in writing:

          (a) Monthly Noteholders’ Statement; Notice of Adverse Effect. (1) The Issuer will cause each Monthly Noteholders’ Statement pertaining to the Series Supplement to be delivered to each Purchaser, contemporaneously with the delivery thereof to the Trustee.

          (b) Notice of Default. As soon as possible, and in any event within one (1) day after the occurrence thereof, the Issuer shall (or shall cause the Servicer to) give each Purchaser written notice of each Early Amortization Event, Potential Early Amortization Event, Default, Event of Default or Servicer Default.

          (c) Further Assurances. The Issuer agrees to take any and all acts and to create any and all further instruments necessary or reasonably requested by the Funding Agent to fully effect the purposes of this Note Purchase Agreement.

          (d) Notice of Modifications to Transaction Documents and Credit Manual. The Issuer shall (or shall cause the Servicer to) give the Funding Agent written notice of any proposed amendment, modification or waiver of any provision of the Transaction Documents. In addition, the Issuer shall not amend (or consent to the amendment of) the Credit Manual without the prior written consent of the Funding Agent.

          (e) Expenses. Whether or not the Closing takes place, except as otherwise expressly provided herein or in the Fee Letter, all reasonable costs and expenses incurred by the Purchasers or the Funding Agent in connection with this Note Purchase Agreement and the transactions contemplated hereby shall be paid by the Issuer.

          SECTION 7.02 Incorporation. The covenants of the Issuer in the other Transaction Documents are hereby incorporated herein in their entirety and the Issuer hereby covenants and agrees to perform such covenants as though such covenants were set forth in full herein.

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ARTICLE VIII

INDEMNIFICATION

          SECTION 8.01 Indemnification. Without limiting any other rights which the Funding Agent or the Purchasers may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Issuer Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Note Purchase Agreement, the other Transaction Documents, the ownership, either directly or indirectly, of any interest in the VFN or any of the other transactions contemplated hereby or thereby, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party. Without limiting the generality of the foregoing, and subject to the exclusions set forth in the preceding sentence, the Issuer shall indemnify each Indemnified Party for Issuer Indemnified Amounts relating to or resulting from:

          (a) any representation or warranty made by the Issuer under this Note Purchase Agreement, in any of the other Transaction Documents, in any Monthly Servicer Report or in any other written information or report delivered by the Issuer pursuant hereto or thereto, which shall have been false or incorrect in any respect when made or deemed made;

          (b) the failure by the Issuer to comply with any applicable Requirement of Law with respect to any portion of the Trust Estate, or the nonconformity of any portion of the Trust Estate with any applicable Requirement of Law;

          (c) any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Loan not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms);

          (d) the failure by the Issuer to comply with any term, provision or covenant contained in this Note Purchase Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties under the Trust Estate;

          (e) the failure of the Issuer to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any portion of the Trust Estate;

          (f) any reduction in the aggregate outstanding principal balance of the VFN or any Funding Tranche with respect to any Purchaser as a result of the distribution of Collections pursuant to Article V of the Indenture and/or the Series Supplement, if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason;

          (g) the commingling by the Issuer of Collections at any time with other funds;

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          (h) any investigation, litigation or proceeding related to this Note Purchase Agreement, any of the other Transaction Documents, the use of proceeds by the Issuer, the ownership directly or indirectly of the VFN or any interest in the Trust Estate;

          (i) any failure of the Issuer to give reasonably equivalent value to any Seller in consideration of the purchase by the Issuer from such Seller of any Receivable, or any attempt by any Person to void, rescind or set aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code;

          (j) any action taken by the Issuer in the enforcement or collection of any portion of the Trust Estate;

          (k) the failure of any Receivable included in any Monthly Servicer Report or other periodic report as an Eligible Receivable for purposes of any calculation based on Eligible Receivables or otherwise to be an Eligible Receivable at the time of such calculation;

          (l) the failure to vest in the Trustee (for the benefit of the Purchasers and the other Secured Parties) (i) to the extent the perfection of a security interest in such property is governed by the UCC, a valid and enforceable first priority perfected security interest in such Receivables, Related Security and other related rights or (ii) if the perfection of such security interest is not governed by the UCC, a valid and enforceable lien or security interest in such Receivables, Related Security and other related rights, in each case, free and clear of any Adverse Claim; or

          (m) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the Receivables, Related Security and other related rights transferred or purported to be transferred hereunder whether at the time of any purchase or at any subsequent time.

     If for any reason the indemnification provided in this Section 8.01 is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless for the Issuer Indemnified Amounts, then the indemnifying party shall (subject to the exclusions set forth in the first sentence of this Section 8.01) contribute to the maximum amount payable or paid to such Indemnified Party as a result of the applicable claim, damage, expense, loss or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the indemnifying party on the other hand, but also the relative fault of such Indemnified Party (if any) and the indemnifying party and any other relevant equitable considerations. The parties hereto acknowledge and agree that all amounts payable under this Section 8.01 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          SECTION 8.02 Indemnity for Reserves and Expenses. (a)  If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law or bank regulatory guideline by any Official Body

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charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:

          (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Purchaser (each, an “Affected Party”) or shall impose on any Affected Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or

          (ii) imposes upon any Affected Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents,

and the result of any of the foregoing is to increase the cost to such Affected Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Party to be material, then, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          (b) If any Affected Party shall have determined that after the Closing Date, the adoption of any applicable law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, the effect of reducing the

17

rate of return on capital of such Affected Party as a consequence of such Affected Party’s obligations hereunder or with respect hereto to a level below that which such Affected Party could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.2(b). In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          SECTION 8.03 Indemnity for Taxes. (a)  All payments made by the Issuer to the Funding Agent for the benefit of the Purchasers under this Note Purchase Agreement or any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future stamp or similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Funding Agent or any other Affected Party, in each case imposed by any jurisdiction under the laws of which the Funding Agent or such Affected Party is organized or any political subdivision or taxing authority thereof or therein (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”). If any such Taxes are required to be withheld from any amounts payable to the Funding Agent or any Affected Party hereunder, the amounts so payable to the Funding Agent or such Affected Party shall be increased to the extent necessary to yield to the Funding Agent or such Affected Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer shall indemnify the Funding Agent or any such Affected Party for the full amount of any such Taxes on the first Settlement Date which is not less than ten (10) days after the date of written demand therefor by the Funding Agent.

          (b) Each Affected Party that is a Non-United States Person shall:

          (i) deliver to the Issuer and the Funding Agent two duly completed copies of IRS Form W-8 BEN or Form W-8 ECI, or successor applicable form, as the case may be;

          (ii) deliver to the Issuer and the Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification

18

expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Issuer; and

          (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer or the Funding Agent;

unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, renders all such forms inapplicable or which, regardless of the identity of the Affected Party, would prevent such Affected Party from duly completing and delivering any such form with respect to it, and such Affected Party so advises the Issuer and the Funding Agent. Each such Affected Party so organized shall certify in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as the case may be), (i) it is entitled to receive all payments hereunder without deduction or withholding for or on account of any United States federal Taxes and (ii) it is permitted to take the actions described in the preceding sentence under the laws and any applicable double taxation treaties of the jurisdiction of its head office or any booking office used in connection with this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement form.

          (c) Limitations. Each Affected Party agrees to use reasonable efforts to mitigate the imposition of any Taxes referred to in this Section 8.03, including changing the office of such Affected Party from which any Funding Tranche (or portion thereof) funded or maintained by such Affected Party or this Note Purchase Agreement is booked; provided that such reasonable efforts would not be disadvantageous to such Affected Party or result in the imposition of any additional Taxes upon such Affected Party or cause such Affected Party, in its good faith judgment, to violate one or more of its policies in order to avoid such imposition of Taxes. The parties hereto acknowledge and agree that all amounts payable under this Section 8.03 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          SECTION 8.04 Other Costs, Expenses and Related Matters. (a)  The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold the Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent and/or the Purchasers) or intangible, documentary or recording

19

taxes incurred by or on behalf of the Funding Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust Estate) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Funding Agent’s or such Purchaser’s enforcement or preservation of rights (including the perfection and protection of the Purchasers’ interest in the Trust Estate under this Note Purchase Agreement and the other Transaction Documents), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          (b) The Funding Agent will notify the Issuer and the Servicer in writing of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods.

          (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the future.

ARTICLE IX

THE FUNDING AGENT

          SECTION 9.01 Authorization and Action. Each Purchaser hereby accepts the appointment of and authorizes the Funding Agent to take such action as agent on its behalf and to exercise such powers as are delegated to the Funding Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Purchasers hereby authorize the Funding Agent, in its sole discretion, to take any actions and exercise any rights or remedies under this Note Purchase Agreement and any permitted related agreements and documents. Except for actions which the Funding Agent is expressly required to take pursuant to this Note Purchase Agreement or the applicable Asset Purchase Agreement, the Funding Agent shall not be required to take any action which exposes the Funding Agent to personal liability or which is contrary to applicable law unless the Funding Agent shall receive further assurances to its satisfaction from

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the Purchasers of the indemnification obligations under Section 9.04 against any and all liability and expense which may be incurred in taking or continuing to take such action. The Funding Agent agrees to give to the Purchasers prompt notice of each notice and determination given to it by the Issuer, the Servicer or the Trustee, pursuant to the terms of this Note Purchase Agreement or the other Transaction Documents. Subject to Section 9.06, the appointment and authority of the Funding Agent hereunder shall terminate upon the later of (i) the payment to (a) the Purchasers of all amounts owing to the Purchasers hereunder and (b) the Funding Agent of all amounts due hereunder and (ii) the Series 2005-A Termination Date.

          SECTION 9.02 Funding Agent’s Reliance, Etc. Neither the Funding Agent nor any of its directors, officers, agents who are natural persons or employees shall be liable for any action taken or omitted to be taken by it or them as Funding Agent under or in connection with this Note Purchase Agreement or any related agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Funding Agent: (i) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to the Purchasers and shall not be responsible to the Purchasers for any statements, warranties or representations made by any other Person in connection with any Transaction Document; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Transaction Document on the part of any Person or to inspect the property (including the books and records) of any Person; (iv) shall not be responsible to any Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of any Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

          SECTION 9.03 Funding Agent and Affiliates. The Funding Agent and its respective Affiliates may generally engage in any kind of business with the Issuer, the Servicer, any Obligor, any of their respective Affiliates and any Person who may do business with or own securities of the Issuer, any Seller, the Servicer, any Obligor or any of their respective Affiliates, all as if such entities were not the Funding Agent and without any duty to account therefor to the Purchasers.

          SECTION 9.04 Indemnification. Each Purchaser severally agrees to indemnify the Funding Agent (to the extent not reimbursed by any Cofina Entity), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Funding Agent in any way relating to or arising out of any Transaction Document or any action taken or omitted by the Funding Agent under any Transaction Document; provided, that (i) no Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting or arising from the Funding Agent’s gross negligence or willful misconduct and (ii) no Purchaser shall be liable for any amount in respect of any compromise or settlement or any of the foregoing unless such compromise or settlement is approved by the

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majority of the Purchasers (based on Purchaser Percentages). Without limitation of the generality of the foregoing, each Purchaser, agrees to reimburse the Funding Agent, promptly upon demand, for any reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by the Funding Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, any Transaction Document; provided, that no Purchaser shall be responsible for the costs and expenses of the Funding Agent in defending itself against any claim alleging the gross negligence or willful misconduct of the Funding Agent to the extent such gross negligence or willful misconduct is determined by a court of competent jurisdiction in a final and non-appealable decision.

          SECTION 9.05 Purchase Decision. Each Purchaser acknowledges that it has, independently and without reliance upon the Funding Agent, and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Note Purchase Agreement and to purchase an interest in the VFN. Each Purchaser also acknowledges that it will, independently and without reliance upon the Funding Agent or any of its Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Note Purchase Agreement or any related agreement, instrument or other document.

          SECTION 9.06 Successor Funding Agent. The Funding Agent may resign at any time by giving thirty (30) days’ written notice thereof to the Purchasers, the Issuer and the Trustee. Upon any such resignation, the Purchasers shall have the right to appoint a successor Funding Agent. If no successor Funding Agent shall have been so appointed and shall have accepted such appointment, within thirty days after the retiring Funding Agent’s giving of notice of resignation, then the retiring Funding Agent may, on behalf of the Purchasers, appoint a successor Funding Agent. Upon the acceptance of any appointment as Funding Agent hereunder by a successor Funding Agent, such successor Funding Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Funding Agent, and the retiring Funding Agent shall be discharged from its duties and obligations under this Note Purchase Agreement and the other Transaction Documents (other than obligations arising or to have been performed prior to such retirement). After any retiring Funding Agent’s resignation hereunder as Funding Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Funding Agent under this Note Purchase Agreement and the other Transaction Documents.

ARTICLE X

MISCELLANEOUS

          SECTION 10.01 Amendments. No amendment or waiver of any provision of this Note Purchase Agreement shall in any event be effective unless the same shall be signed by each of the parties hereto, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

          SECTION 10.02 Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and mailed, telefaxed (receipt

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confirmed) or hand delivered, as to each party hereto, at its address set forth in Schedule I hereto or at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and communications shall be effective upon receipt by the addressee.

          SECTION 10.03 No Waiver; Remedies. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

          SECTION 10.04 Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding on the parties hereto and their respective successors and assigns; provided, however, that the Issuer may not assign any of its rights or delegate any of its duties hereunder or under any of the other Transaction Documents to which it is a party without the prior written consent of the Funding Agent. No provision of this Note Purchase Agreement or any other Transaction Document shall in any manner restrict the ability of any Purchaser to assign, participate, grant security interests in, or otherwise transfer any portion of its interest in the VFN (and its rights to receive any payments in respect thereof, including in connection with any collateral securing payment with respect to such VFN); provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture; provided, further, that unless otherwise consented to by the Issuer, such transferee, participant or assignee shall have executed and delivered to the Issuer, the Trustee and the Funding Agent a Transfer Supplement (as defined in subsection (b) below), with such changes as shall be reasonably acceptable to the Issuer.

          (b) Each Committed Purchaser may assign to one or more Persons (each an “Assignee Committed Purchaser”), reasonably acceptable to the Issuer and the Funding Agent a portion of such Purchaser’s commitment in respect of its Purchaser Percentage of the Maximum Funded Amount (for each such Purchaser, the “Commitment”) pursuant to a supplement hereto, substantially in the form of Exhibit C with any changes as have been approved by the parties thereto (a “Transfer Supplement”), executed by each such Assignee Committed Purchaser, the assignor Committed Purchaser, and the Funding Agent; provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture. Any such assignment by a Committed Purchaser pursuant to this paragraph cannot be for an amount less than $10,000,000. Upon (i) the execution of the Transfer Supplement, (ii) delivery of an executed copy thereof to the Issuer and the Funding Agent and (iii) solely to the extent such assignor Committed Purchaser has any portion of the Aggregate Purchaser Funded Amount outstanding, payment by the Assignee Committed Purchaser to the assignor Committed Purchaser of the agreed purchase price, such assignor Committed Purchaser shall be released from its obligations hereunder to the extent of such assignment and such Assignee Committed Purchaser shall for all purposes herein be a Committed Purchaser party hereto and shall have all the rights and obligations of a Committed Purchaser hereunder to the same extent as if it were an original party hereto. The amount of the Commitment of the assignor Committed Purchaser allocable to such Assignee Committed Purchaser shall be equal to the amount of the portion of the Commitment of the assignor Committed Purchaser transferred, regardless of the purchase price paid therefor. The Transfer Supplement shall be an amendment hereof only to the extent necessary to reflect the addition of

23

such Assignee Committed Purchaser as an “Committed Purchaser” and any resulting adjustment of the assignor Committed Purchaser’s Commitment.

          (c) Any Purchaser may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more Persons (each, a “Participant”) participating interests in all or a portion of its rights and obligations under this Note Purchase Agreements; provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture. Notwithstanding any such sale by a Purchaser of participating interests to a Participant, such Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and the other parties hereto shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Note Purchase Agreement. Each Participant shall be entitled to the benefits of Article VIII; provided, however, that all amounts payable to any such Participant shall be limited to the amounts which would have been payable to the Purchaser selling such participating interest had such interest not been sold.

          (d) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the VFN or hereunder shall have been paid in full.

          SECTION 10.05 Confidentiality. The Issuer shall maintain, and shall cause each officer, employee and agent of itself and its Affiliates to maintain, the confidentiality of the Transaction Documents and all other confidential proprietary information with respect to the Funding Agent and the Purchasers and each of their respective businesses obtained by them in connection with the structuring, negotiation and execution of the transactions contemplated herein and in the other Transaction Documents, except for information that has become publicly available or information disclosed (i) to legal counsel, accountants and other professional advisors to the Issuer and its Affiliates, (ii) as required by law, regulation, the requirements of the any self-regulating organization such as a stock exchange or legal process or (iii) in connection with any legal or regulatory proceeding to which the Issuer or any of its Affiliates is subject; it being understood, that solely with respect to the Base Indenture, the Issuer may distribute such Base Indenture to the holders of any Notes issued pursuant thereto from time to time. The Issuer hereby consents to the disclosure of any nonpublic information with respect to it received by the Funding Agent or any Purchaser from the Issuer or the Servicer to (i) any of the Purchasers or the Funding Agent, (ii) legal counsel, accountants and other professional advisors to the Funding Agent, the Purchasers or their Affiliates, (iii) as required by law, regulation or legal process, (iv) in connection with any legal or regulatory proceeding to which the Funding Agent, any Purchaser or any of their Affiliates is subject, (v) any potential Committed Purchaser or (vi) any participant or potential participant of the Commitment of any Committed Purchaser, the Trustee, any Enhancement Provider, or any Secured Party; provided, that the Funding Agent and the Purchasers, as the case may be, shall advise any such recipient of information that the information they receive is nonpublic information and may not be disclosed or used for any other purposes other than that for which it is disclosed to such recipient without the prior written consent of the Issuer.

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          SECTION 10.06 GOVERNING LAW; JURISDICTION. THIS NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS. EACH OF THE PARTIES TO THIS NOTE PURCHASE AGREEMENT HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

          SECTION 10.07 Wavier of Trial by Jury. To the extent permitted by applicable law, each of the parties hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim arising out of or in connection with this Note Purchase Agreement or any matter arising hereunder.

          SECTION 10.08 Execution in Counterparts. This Note Purchase Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

          SECTION 10.09 Survival. All representations, warranties, covenants, guaranties and indemnifications contained in this Note Purchase Agreement, and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the sale, transfer or repayment of the VFN.

          SECTION 10.10 Funding Instructions. The Issuer hereby instructs the Funding Agent to wire the funds associated with the acquisition of the Note hereunder to CoBank, ACB in accordance with the wire instructions provided by CoBank, ACB in that certain Payoff Letter, dated the date hereof, between CoBank, ACB and Cenex Finance Association, Inc.

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     IN WITNESS WHEREOF, the parties have caused this Note Purchase Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

COFINA FUNDING, LLC, as Issuer,
By:
	Name:
	Title:
BANK HAPOALIM B.M., as Funding Agent
By:
	Name:
	Title:
BANK HAPOALIM B.M., as a Committed Purchaser and as the Swingline Purchaser
By:
	Name:
	Title: Purchaser Percentage: 100%

Note Purchase Agreement

EXHIBIT A

Form of Notice of
Increase

1.	Proposed Increase Date:
2.	Amount of requested Increase (lesser of minimum amount of $                     or remaining Maximum Funded Amount)	$
3.	Purchase Price	$
4.	Remaining Maximum Funded Amount (after giving effect to the requested Increase)	$
5.	Certifications:

(a)

The representations and warranties of Cofina Funding, LLC ( the “Issuer”) in the Base Indenture dated as of August 10, 2005 (as amended) between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”); the Series 2005-A Supplement, dated as of August 10, 2005, between the Issuer and the Trustee; and the Note Purchase Agreement dated as of August 10, 2005 (the “Note Purchase Agreement”), among the Issuer, Swingline Purchaser, the Funding Agent and the Purchasers named therein, are true and correct in all material respects on the date hereof (except to the extent they expressly relate to an earlier or later time and then as of such earlier or later time).

(b)

The conditions to the Increase specified in Section 2.03 of the Note Purchase Agreement have been satisfied and will be satisfied as of the applicable Increase Date.

COFINA FUNDING, LLC, as Issuer
By
	Authorized Officer

Date of Notice:                     

Note Purchase Agreement

EXHIBIT B

Series 2005-A Officer’s Certificate

          Cofina Funding, LLC (the “Issuer”), pursuant to Section 4.12 of the Note Purchase Agreement dated as of August 10, 2005 (the “Note Purchase Agreement”), among the Issuer, Bank Hapoalim B.M., as Funding Agent and Swingline Purchaser and the Purchasers party thereto, the Issuer hereby certifies that, to the best of its knowledge, after reasonable investigation: (a) all of the terms, covenants, agreements and conditions of the Transaction Documents to be complied with and performed by Issuer on or before the date hereof have been complied with and performed in all material respects; and (b) the representations and warranties of Issuer made in the Transaction Documents to which it is a party are true and correct in all material respects on and as of the date hereof (except to the extent they expressly relate to an earlier or later time and then as of such earlier or later time).

          Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Note Purchase Agreement.

          IN WITNESS WHEREOF, I have hereunto set my hand as of this ___ day of                     , 20___.

COFINA FUNDING, LLC, as Issuer,
By:
	Name:
	Title:

Note Purchase Agreement

EXHIBIT C

FORM OF TRANSFER SUPPLEMENT

FORM OF TRANSFER SUPPLEMENT

     Reference is made in this Transfer Supplement (this “Transfer Supplement”) to (i) that certain Note Purchase Agreement dated August 10, 2005 (as amended, modified, extended or restated from time to time, the “Note purchase Agreement”) among Cofina Funding, LLC, as Issuer (the “Issuer”), Bank Hapoalim B.M., as Funding Agent for the Purchasers (in such capacity, the “Funding Agent”) and as Swingline Purchaser, and the financial institutions from time to time party thereto, as Committed Purchasers, and (ii) that certain Base Indenture, dated August 10, 2005 (as amended, modified, extended or restated from time to time, the “Base Indenture”), between the Issuer and U.S. Bank National Association, as Trustee (the “Trustee”), and that certain Series 2005-A Supplement, dated August 10, 2005 (as amended, modified, extended or restated from time to time, the “Series Supplement” and together with the Base Indenture, the “Indenture”), All capitalized terms used but not defined herein shall have the meanings provided in the Note Purchase Agreement and Indenture.

     1. [                    ] (the “Assignor Committed Purchaser”) hereby sells and assigns, without recourse and without representation or warranty except as expressly set forth herein, to [                    ] (the “Assignee Committed Purchaser”), and the Assignee Committed Purchaser hereby purchases and assumes, without recourse, from the Assignor Committed Purchaser, effective as of effective date of the assignment specified in Section 6 (the “Effective Date”), the interest set forth below (the “Assigned interest”) in the Assignor Committed Purchaser’s rights and obligations under the Note Purchase Agreement and the Indenture, including, without limitation: (a) the interests set forth below in its Purchaser Percentage of the Maximum Funded Amount on the Effective Date; and (b) the Aggregate Purchaser Funded Amount owing to the Assignor Committed Purchaser in connection with the Assigned Interest which is outstanding on the Effective Date. Periodic payments made with respect to the Assigned Interest which: (i) accrued prior to the Effective Date shall be remitted to the Assignor Committed Purchaser; and (ii) accrue from and after the Effective Date shall be remitted to the Assignee Committed Purchaser. From and after the Effective Date, the Assignee Committed Purchaser, if it is not already a Committed Purchaser under the Note Purchase Agreement and the Indenture, shall become a Committed Purchaser for all purposes of the Note Purchase Agreement, the Indenture and the other Transaction Documents and, to the extent of such assignment, the Assignor Committed Purchaser shall be relieved of its obligations under the Note Purchase Agreement, the Indenture and the other Transaction Documents.

     2. The Assignor Committed Purchaser: (a) represents and warrants to the Assignee Committed Purchaser that it is legally authorized to enter into this Transfer Supplement and that it is the legal and beneficial owner of the Assigned Interest free and clear of any adverse claim and it has not previously transferred or encumbered such Assigned Interest; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Transaction Documents or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Transaction Documents or any other instrument or document furnished pursuant thereto; and (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Issuer or the

Transfer Supplement

performance or observance by the Issuer of any of its obligations under the Transaction Documents or any other instrument or document furnished pursuant thereto.

     3. The Assignee Committed Purchaser: (a) confirms that it has received a copy of the Transaction Documents, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Transfer Supplement; (b) agrees that it will, independently and without reliance upon the Funding Agent, the Assignor Committed Purchaser or any other Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Note Purchase Agreement, the Indenture or the other Transaction Documents; (c) warrants that it is legally authorized to enter into this Transfer Supplement; (d) appoints and authorizes the Funding Agent and the Trustee to take such action as agent on its behalf and to exercise such powers and discretion under the Transaction Documents as are delegated to the Funding Agent and the Trustee by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (e) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Note Purchase Agreement, the Indenture and the other Transaction Documents are required to be performed by it as a Committed Purchaser.

     4. This Transfer Supplement shall be effective only upon: (a) the consent of the Issuer and Funding Agent; (b) receipt by the Funding Agent and Issuer of an executed copy of this Transfer Supplement together with payment of all costs and expenses incurred by the Funding Agent in connection with such assignment; (c) solely to the extent such Assignor Committed Purchaser has any portion of the Aggregate Purchaser Funded Amount outstanding, payment by the Assignee Committed Purchaser to the Assignor Committed Purchaser of the agreed purchase price; and (d) satisfaction of all other conditions set forth in Section 10.04 of the Note Purchase Agreement.

     5. This Transfer Supplement shall be governed by and construed in accordance with the laws of the State of New York.

     6. Terms of Transfer Supplement.

(a)	Effective Date of Assignment:	[_______ ] [__], 200[__]
(b)	Legal Name of Assignor Committed Purchaser:
	[                    ]
(c)	Legal Name of Assignee Committed Purchaser:
	[                    ]

Transfer Supplement

(d)	Notice address of Assignee Committed Purchaser:
	[Address.]
(e)	Assignor Committed Purchaser’s Total Commitment:		[         ]	%
(f)	Assignor Committed Purchaser’s Purchaser Percentage of the Maximum Funded Amount:	$	[                    ]
(g)	Assignor Committed Purchaser’s Aggregate Purchaser Funded Amount:	$	[                    ]
(h)	Percentage of the Maximum Funded Amount assigned to Assignee Committed Purchaser:		[         ]	%
(i)	Commitment amount assigned:	$	[                    ]
(j)	Aggregate Purchaser Funded Amount assigned:	$	[                    ]

     7. This Transfer Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery by facsimile of an executed signature page of this Transfer Supplement shall be effective as delivery of an executed counterpart hereof.

     8. This Transfer Supplement shall be binding on the parties hereto and their respective successors and assigns.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
SIGNATURE PAGES FOLLOW.

Transfer Supplement

The terms set forth above are hereby agreed to:

[                    ],
as Assignor Committed Purchaser

By:
	Name:
	Title:

[                    ],
as Assignee Committed Purchaser

By:
	Name:
	Title:

Transfer Supplement

Acknowledged and Agreed to:

BANK HAPOALIM B.M.,
as Funding Agent

By:
	Name:
	Title:
By:
	Name:
	Title:

COFINA FUNDING, LLC,
as Issuer

By:
	Name:
	Title:

SCHEDULE I

Addresses for Notices

If to:

Issuer:

Cofina Funding, LLC
5500 Cenex Drive
St. Paul, Minnesota 55077
Attn: Sharon Barber
Telephone: (651) 355-6974
Facsimile: (651) 451-4917

Funding Agent:

Bank Hapoalim
1777 Avenue of the Americas
New York, New York 10036
Attn: Brian W. James
Telephone: (212) 782-2343
Facsimile: (212) 782-2345

Committed Purchaser:

Bank Hapoalim
1777 Avenue of the Americas
New York, New York 10036
Attn: Brian W. James
Telephone: (212) 782-2343
Facsimile: (212) 782-2345

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
SECTION 1.01 Certain Defined Terms		1
SECTION 1.02 Other Definitional Provisions		5
ARTICLE II PURCHASE AND SALE		6
SECTION 2.01 Purchase and Sale of the VFN		6
SECTION 2.02 Initial Purchase Price		6
SECTION 2.03 Increases		6
SECTION 2.04 Extension of Purchase Expiration Date		8
SECTION 2.05 Reduction of Maximum Funded Amount		8
SECTION 2.06 Calculation of Monthly Interest		8
SECTION 2.07 Benefits of Indenture		8
SECTION 2.08 Broken Funding		8
SECTION 2.09 Illegality		9
SECTION 2.10 Inability to Determine Eurodollar Rate		9
SECTION 2.11 Fees		10
ARTICLE III CLOSING		10
SECTION 3.01 Closing		10
SECTION 3.02 Transactions to be Effected at the Closing		10
ARTICLE IV CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE		10
SECTION 4.01 Performance by Cofina Entities		11
SECTION 4.02 Representations and Warranties		11
SECTION 4.03 Corporate Documents		11
SECTION 4.04 Opinions of Counsel		11
SECTION 4.05 Reports		11
SECTION 4.06 Financing Statements		11
SECTION 4.07 Documents		11
SECTION 4.08 VFN		11
SECTION 4.09 No Actions or Proceedings		12
SECTION 4.10 Approvals and Consents		12
SECTION 4.11 Officer’s Certificates		12
SECTION 4.12 Accounts		12

i

TABLE OF CONTENTS
(continued)

	Page
SECTION 4.13 Expenses		12
SECTION 4.14 Liens		12
SECTION 4.15 Other Documents		12
SECTION 4.16 Payment of Fees		12
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ISSUER		12
SECTION 5.01 Representations and Warranties of the Issuer		12
SECTION 5.02 Reaffirmation of Representations and Warranties by the Issuer		12
ARTICLE VI REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE FUNDING AGENT AND THE PURCHASERS		13
SECTION 6.01 Securities Laws; Transfer Restrictions		13
SECTION 6.02 Enforceability		14
ARTICLE VII COVENANTS		14
SECTION 7.01 Covenants		14
SECTION 7.02 Incorporation		14
ARTICLE VIII INDEMNIFICATION		15
SECTION 8.01 Indemnification		15
SECTION 8.02 Indemnity for Reserves and Expenses		16
SECTION 8.03 Indemnity for Taxes		18
SECTION 8.04 Other Costs, Expenses and Related Matters		19
ARTICLE IX THE FUNDING AGENT		20
SECTION 9.01 Authorization and Action		20
SECTION 9.02 Funding Agent’s Reliance, Etc		21
SECTION 9.03 Funding Agent and Affiliates		21
SECTION 9.04 Indemnification		21
SECTION 9.05 Purchase Decision		22
SECTION 9.06 Successor Funding Agent		22
ARTICLE X MISCELLANEOUS		22
SECTION 10.01 Amendments		22
SECTION 10.02 Notices		22
SECTION 10.03 No Waiver; Remedies		23
SECTION 10.04 Binding Effect; Assignability		23

ii

TABLE OF CONTENTS
(continued)

	Page
SECTION 10.05 Confidentiality		24
SECTION 10.06 GOVERNING LAW; JURISDICTION		25
SECTION 10.07 Wavier of Trial by Jury		25
SECTION 10.08 Execution in Counterparts		25
SECTION 10.09 Survival		25
EXHIBIT A            Form of Notice of Increase
EXHIBIT B            Series 2005-A Officer’s Certificate
EXHIBIT C            Form of Transfer Supplement
SCHEDULE I        Addresses for Notices

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EX-10.11

EXECUTION COPY

COFINA FUNDING, LLC,

as Issuer

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

SERIES 2005-B SUPPLEMENT
Dated as of November 18, 2005

to

BASE INDENTURE
Dated as of August 10, 2005

COFINA FUNDING, LLC

SERIES 2005-B

Cofina Variable Funding Asset-Backed Notes

          SERIES 2005-B SUPPLEMENT, dated as of November 18, 2005 (as amended, modified, restated or supplemented from time to time in accordance with the terms hereof, this “Series Supplement”), by and among COFINA FUNDING, LLC, a Delaware limited liability company, as issuer (“Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (together with its successors in trust under the Base Indenture referred to below, the “Trustee”), to the Base Indenture, dated as of August 10, 2005, between the Issuer and the Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

          Pursuant to this Series Supplement, the Issuer shall create a new Series of Notes and shall specify the Principal Terms thereof.

PRELIMINARY STATEMENT

          WHEREAS, Section 2.2 of the Base Indenture provides, among other things, that the Issuer and the Trustee may at any time and from time to time enter into a series supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes.

          NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1. Designation.

          (a) There is hereby created a Series of notes to be issued in one class pursuant to the Base Indenture and this Series Supplement, and such Series of notes shall be substantially in the form of Exhibit A hereto, executed by or on behalf of the Issuer and authenticated by the Trustee and designated generally Cofina Variable Funding Asset-Backed Notes, Series 2005-B (the “Notes”). The Notes shall constitute “Warehouse Notes” (as defined in the Base Indenture).

          (b) Series 2005-B (as defined below) shall not be subordinated to any other Series.

     SECTION 2. Definitions. In the event that any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Base Indenture, the terms and provisions of this Series Supplement shall govern. All Article, Section or subsection references herein mean Articles, Sections or subsections of this Series Supplement, except as otherwise provided herein. All capitalized terms not otherwise defined herein are defined in the Base Indenture. Each capitalized term defined herein shall relate only to the Notes and no other Series of Notes issued by the Issuer.

          “Accrual Period” means, with respect to each Settlement Date, the period beginning on and including the Settlement Date in the preceding calendar month and ending on but excluding the Settlement Date for the current calendar month, except that the first Accrual Period shall begin on the Closing Date.

          “Additional Interest” has the meaning specified in Section 5.12.

          “Closing Date” means November 18, 2005.

          “Commitment Termination Date” means the Purchase Expiration Date (as such term is defined in, and may be amended pursuant to, the Note Purchase Agreement.

          “CP Conduit” means either a Conduit Purchaser or a Committed Purchaser or their permitted assigns (each as defined in the Note Purchase Agreement), as applicable.

          “Deficiency Amount” has the meaning specified in Section 5.12.

          “Fee Amount” has the meaning specified in Section 5.12.

          “Fees” means all of the amounts payable in connection with the Fee Letter (as such term is defined in the Note Purchase Agreement).

          “Funding Agent” has the meaning set forth in the Note Purchase Agreement.

          “Increase” has the meaning specified in subsection 3.1(a).

          “Indemnified Party” shall have the meaning specified in the Note Purchase Agreement.

          “Initial Note Principal” means the aggregate initial principal amount of the Notes, which is $130,700,000.00.

          “Issuer” means Cofina Funding, LLC, a Delaware limited liability company.

          “Legal Final Settlement Date” means the Settlement Date falling in the 138th complete month following the Rapid Amortization Commencement Date.

          “Maximum Principal Amount” equals $200,000,000.

          “Monthly Interest” has the meaning specified in Section 5.12.

          “Monthly Period” has the meaning specified in the Base Indenture, except that the first Monthly Period with respect to the Notes shall begin on and include the Closing Date and shall end on and include November 30, 2005.

          “Note Principal” means the outstanding principal amount of the Notes.

          “Note Purchase Agreement” means the Note Purchase Agreement, dated as of November 18, 2005, among the Issuer, Venus Funding Corporation, as Conduit Purchaser, Bank Hapoalim B.M., as Funding Agent and as Swingline Purchaser (as defined in the Note Purchase Agreement) and the Committed Purchasers parties thereto, or any successor agreement to such effect among the Issuer and the applicable Noteholders or its successors, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Transaction Documents.

          “Note Rate” means, with respect to each Settlement Period, a variable rate per annum equal to the rate determined therefor by the Funding Agent (based on any and all amounts

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which constitute Series 2005-B Financing Costs (as defined in the Note Purchase Agreement) with respect to such Settlement Period pursuant to the Note Purchase Agreement).

          “Noteholder” means with respect to any Note, the holder of record of such Note.

          “Notes” has the meaning specified in Section 1(a).

          “Notice Persons” means, for Series 2005-B, the Funding Agent.

          “Permitted Settlement Date Withdrawal” means, with respect to the Notes for any Settlement Date, the amount set forth in Section 5.13.

          “QIB” has the meaning specified in Section 7(c)(i).

          “Rapid Amortization Period” means the period commencing on the Rapid Amortization Commencement Date and ending on the Series 2005-B Termination Date.

          “Rapid Amortization Commencement Date” means the earliest of (i) the Commitment Termination Date, (ii) the date on which an Early Amortization Event occurs pursuant to Section 10.1 of the Base Indenture or (iii) the date on which a Series Early Amortization Event occurs pursuant to Section 10 of this Series Supplement.

          “Rating Agency” means Moody’s and any other nationally recognized statistical rating organization from which a rating for the commercial paper issued by a Conduit Purchaser (as defined in the Note Purchase Agreement) (at the request thereof) is currently in effect.

          “Rating Agency Condition” shall mean, for purposes of Series 2005-B, with respect to any action requiring rating agency approval or consent, that each rating agency rating any commercial paper notes of any Conduit Purchaser (as defined in the Note Purchase Agreement) shall have notified the Funding Agent in writing that such action will not result in a reduction or withdrawal of the then current rating of such commercial paper notes.

          “Redemption Date” means the date on which the Notes are redeemed in full pursuant to Section 5 or 12 hereof.

          “Required Person” means the “Funding Agent” under the Note Purchase Agreement.

          “Revolving Period” means the period from and including the Closing Date to, but not including, the Rapid Amortization Commencement Date.

          “Rule 144A” has the meaning specified in subsection 7(c)(i).

          “Scheduled Principal Payment Amount” means (i) with respect to any Settlement Date prior to the Commitment Termination Date, zero (0); and (ii) with respect to any Settlement Date on or following the Commitment Termination Date, the excess, if any, of (x) the then Note Principal over (y) the Scheduled Targeted Principal Balance for the Notes for such Settlement Date.

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          “Scheduled Targeted Principal Balance” means, for any Settlement Date on or after the Commitment Termination Date, an amount equal to the product of (x) the Note Principal on the Commitment Termination Date and (y) the percentage set forth opposite such Settlement Date (based on the number of months elapsed from the Commitment Termination Date) on Schedule I hereto under the column entitled “Scheduled Targeted Principal Balance.”

          “Series Early Amortization Event” means each “Early Amortization Event” referred to in Section 10.

          “Series 2005-B” means the Series of the Cofina Variable Funding Asset-Backed Notes represented by the Notes.

          “Series 2005-B Interest Payment” means, with respect to any Settlement Date, the Monthly Interest for such Settlement Date.

          “Series 2005-B Noteholder” means the Holder of a Note.

          “Series 2005-B Settlement Account” means the Settlement Account established as such for the benefit of the Secured Parties of this Series 2005-B pursuant to Section 5.11 hereof and Section 5.3 of the Base Indenture.

          “Series 2005-B Termination Date” means the Settlement Date on which the Notes, plus all other amounts due and owing to the Series 2005-B Noteholders and the related Indemnified Parties under the Transaction Documents are paid in full.

          “Supplemental Principal Payment Amount” means the amount of any prepayment made in accordance with the provisions of Section 5.10 of the Base Indenture that is allocated to the Series 2005-B Notes in accordance with such provision of the Base Indenture.

     SECTION 3. Article 3 of the Base Indenture. Article 3 shall be read in its entirety as follows and shall be applicable only to the Notes:

ARTICLE 3

INITIAL ISSUANCE AND INCREASES AND DECREASES OF
NOTE PRINCIPAL

     SECTION 3.1 Initial Issuance: Procedure for Increasing the Investor Interest.

          (a) Subject to satisfaction of the conditions precedent set forth in subsection (b) of this Section 3.1, (i) on the Closing Date, the Issuer will issue the Notes in accordance with Section 2.2 of the Base Indenture in the aggregate initial outstanding principal amount equal to the Initial Note Principal and an aggregate face amount equal to the Maximum Principal Amount and (ii) on any Business Day during the Revolving Period, the Issuer may increase the Note Principal (each such increase referred to as an “Increase”) upon satisfaction of the conditions set forth below and the conditions specified in the Note Purchase Agreement.

4

          (b) The Notes will be issued on the Closing Date and the Note Principal may be increased on any Business Day during the Revolving Period pursuant to subsection (a) above, only upon satisfaction of each of the following conditions with respect to such initial issuance and each proposed Increase:

(i)	The amount of each issuance or Increase shall be equal to or greater than $250,000 (and in integral multiples of $1,000 in excess thereof);
(ii)	After giving effect to such issuance or Increase, the Note Principal shall not exceed the Maximum Principal Amount divided by 1.02;
(iii)	After giving effect to such issuance or Increase, no Borrowing Base Deficiency shall exist;
(v)	There shall not exist, and such issuance or Increase and the application of the proceeds thereof shall not result in the occurrence of, (1) an Early Amortization Event for any Series, a Servicer Default or an Event of Default, or (2) an event or occurrence, which, with the passing of time or the giving of notice thereof, or both, would become an Early Amortization Event for any Series, Servicer Default or an Event of Default;
(vi)	After giving effect to such issuance or Increase, not less than 85% of the Eligible Receivables are Eligible Receivables issued by Obligors which are classified as Other Assets Especially Mentioned or Acceptable;
(vii)	After giving effect to such issuance or Increase, not more than 5% of the Receivables by Receivables Balance have Obligors which are classified as Doubtful or Loss;
(viii)	The rating of the Notes by Moody’s shall not be suspended, withdrawn or downgraded below A3; provided that this clause (viii) shall only be required to be satisfied on the Closing Date;
(ix)	All required consents have been obtained and all other conditions precedent to the making of advances under the Note Purchase Agreement shall have been satisfied; and
(x)	There shall not have occurred, since the Closing Date, in the reasonable judgment of the Notice Person, (A) a material adverse change in the operations, management or financial condition of any Seller or (B) any event which materially and adversely affects the collectibility of the Eligible Receivables generally or the ability of the Seller to perform its obligations under the Transaction Documents.

          (c) Upon receipt of the proceeds of such issuance or Increase by or on behalf of the Issuer, the Issuer shall give notice to the Trustee of such receipt, and the Trustee shall, or shall cause the Transfer Agent and Registrar to, indicate in the Note Register the amount thereof.

5

     SECTION 3.2 Prepayments. On any Business Day, the Issuer will have the option to prepay, without premium, all or a portion of, the Note Principal of the Notes, in a minimum amount of $250,000 (and integral multiples of $1,000 in excess thereof). Any such prepayment of the Note Principal shall also include accrued interest to the date of prepayment on the principal balance being prepaid. The Issuer may make such prepayment only from funds available to the Issuer therefor pursuant to Section 5.4 of the Base Indenture. Any prepayment amounts shall be deposited into the Series 2005-B Settlement Account and distributed by the Trustee on a pro rata basis to each Noteholder of record at such time. Any such prepayment shall not constitute a termination of the Revolving Period.

     SECTION 4. Principal Payments on the Notes. The principal balance of the Series 2005-B Notes shall be payable on each Settlement Date from amounts on deposit in the Series 2005-B Settlement Account in an amount equal to (i) so long as no Early Amortization Event or Event of Default has occurred (and has not been waived in accordance with the terms of the Base Indenture), the sum of the Scheduled Principal Payment Amount and Supplemental Principal Payment Amount for such Settlement Date, or (ii) if an Early Amortization Event or an Event of Default has occurred (and has not been waived in accordance with the terms of the Base Indenture), the full Note Principal to the extent that funds are available for such purposes in accordance with the provisions of Section 5.14 of the Base Indenture. The unpaid principal amount of each Note together with all unpaid interest, fees, expenses, costs and other amounts payable by the Issuer to the Holders of the Notes pursuant to the terms of the Base Indenture, this Series Supplement, the Note Purchase Agreement and the other Transaction Documents shall be due and payable in full on the earlier to occur of (x) the date on which an Event of Default shall occur and the Series 2005-B Notes have been accelerated in accordance with the provisions of the Base Indenture and (y) the Legal Final Settlement Date.

     SECTION 5. Cleanup Call.

          (a) The Notes shall be subject to purchase by the initial Servicer at its option, in accordance with the terms specified in subsection 13.4(a) of the Base Indenture on any Settlement Date on or after the Settlement Date on which the Note Principal is reduced to an amount less than or equal to 10% of the Maximum Principal Amount.

          (b) The deposit to the Series 2005-B Settlement Account required in connection with any such purchase will be equal to the sum of (a) the Note Principal, plus (b) accrued and unpaid interest on the Notes through the day preceding the Settlement Date on which the purchase occurs, plus (c) any other amounts (including, without limitation, accrued and unpaid Fees) payable to the Series 2005-B Noteholders, the Indemnified Parties, the Trustee and the Custodian pursuant to the Note Purchase Agreement and the other Transaction Documents, minus (d) the amounts, if any, on deposit at such Settlement Date in the Series 2005-B Settlement Account for the payment of the foregoing amounts.

     SECTION 6. Delivery and Payment for the Notes. The Trustee shall execute, authenticate and deliver the Notes in accordance with Section 2.4 of the Base Indenture and Section 7 below.

     SECTION 7. Form of Delivery of the Notes; Denominations; Transfer Restrictions.

6

          (a) The Notes shall be delivered as Registered Notes in definitive form as provided in Sections 2.1 and 2.18 of the Base Indenture. The Notes shall initially be registered in the name of the Funding Agent for the benefit of the Purchasers (as defined in the Note Purchase Agreement) and shall not be transferred, sold or pledged, in whole or in part, other than pursuant to Section 2.6 of the Base Indenture and this Section 7.

          (b) The Notes will be issuable in minimum face amount denominations of $250,000 (and in integral multiples of $1,000 in excess thereof).

          (c) The Notes have not been registered under the Securities Act or any state securities or “blue sky” laws. None of the Issuer, the Transfer Agent and Registrar or the Trustee is obligated to register the Notes under the Securities Act or any “blue sky” laws or take any other action not otherwise required under the Base Indenture or this Series Supplement to permit the transfer of any Note without such registration. When Notes are presented to the Transfer Agent and Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Transfer Agent and Registrar shall register the transfer or make the exchange; provided, however, that the Notes surrendered for transfer or exchange (a) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Transfer Agent and Registrar, duly executed by the holder thereof or its attorney, duly authorized in writing and (b) shall be transferred or exchanged in compliance with the following provisions:

          (i) (A) if such Note is being transferred to a qualified institutional buyer (a “QIB”) as defined in, and in accordance with, Rule 144A under the Securities Act (“Rule 144A”), the transferor shall provide the Issuer and the Transfer Agent and Registrar with a certification to that effect (in substantially the form of Exhibit C hereto); or (B) if such Note is being transferred in reliance on another exemption from the registration requirements of the Securities Act, the transferor shall provide the Issuer and the Transfer Agent and Registrar with a certification to that effect (in substantially the form of Exhibit C hereto) and, if requested by the Transfer Agent and Registrar or the Issuer, an opinion of counsel in form and substance acceptable to the Issuer and to the Transfer Agent and Registrar to the effect that such transfer is in compliance with the Securities Act.

          (ii) each such transferee of such Note shall be deemed to have made the acknowledgements, representations and agreements set forth below:

     (1) if such Note is being transferred in accordance with Rule 144A, it is a QIB, is aware that the sale to it is being made in reliance on Rule 144A and it is acquiring such Note or any interest or participation therein for its own account or for the account of another QIB over which it exercises sole investment discretion, such QIB is aware the sale is being made in reliance on Rule 144A, and is acquiring such Note or any interest or participation therein for its own account or the account of another QIB;

     (2) it understands that the Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving

7

any public offering within the meaning of the Securities Act, neither the Transfer Agent and Registrar nor the Issuer nor any person representing the Issuer has made any representation or warranty to it with respect to the Issuer or the offering or sale of any Note, it has had access to such financial and other information concerning the Issuer, the Sellers and the Notes as it has deemed necessary to evaluate whether to purchase any Notes, the Issuer is not required to register or qualify the Notes, and that the Notes may be resold, pledged or transferred only in compliance with provisions of this Section 7(c) and only (A) to the Issuer, (B)  to a person the transferor reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act and, in each case, in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and in accordance with the restrictions set forth herein;

     (3) if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Notes as described in clause (B) or (C) of the preceding paragraph, it may, pursuant to clause (i) above, be required to deliver a certificate and, in the case of clause (C), may be required to deliver an opinion of counsel if the Issuer and the Transfer Agent and Registrar so request, in each case, reasonably satisfactory in form and substance to the Issuer and the Transfer Agent and Registrar, that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation; and it understands that the Registrar and Transfer Agent will not be required to accept for registration of transfer the Notes acquired by it, except upon presentation of, if applicable, the certificate and, if applicable, the opinion described above;

     (4) it agrees that it will, and each subsequent holder is required to, notify any purchaser of Notes from it of the resale restrictions referred to in clauses (2) and (3) above, if then applicable, and understands that such notification requirement will be satisfied, in the case only of transfers by physical delivery of Definitive Notes, by virtue of the fact that the following legend will be placed on the Notes unless otherwise agreed to by the Issuer:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY (1) TO THE ISSUER, (2) TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) THAT PURCHASES FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES

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ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND BASED ON AN OPINION OF COUNSEL IF THE ISSUER OR TRANSFER AGENT AND REGISTRAR SO REQUEST, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY TRANSFEREE FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

     (5) it acknowledges that the foregoing restrictions apply to holders of beneficial interests in the Notes as well as to Holders of the Notes;

     (6) it acknowledges that the Trustee, the Issuer and their Affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that if any of the acknowledgments, representations or agreements deemed to have been made by its purchase of such Notes is no longer accurate, it will promptly notify the Issuer; and if it is acquiring any Notes for the account of one or more QIBs, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account;

     (7) with respect to any foreign purchaser claiming an exemption from United States income or withholding tax, it represents that it has delivered to the Trustee a true and complete Form W-8BEN or W-8ECI or applicable successor form, indicating such exemption; and

     (8) it acknowledges that either (i) it is not an employee benefit plan subject to ERISA, a “plan” described in Section 4975 of the Code, an entity deemed to hold the assets of any such plan or a governmental plan (as defined in Section 3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA for which no election has been made under Section 410(d) of the Code) subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code or (ii) its purchase and holding of the Notes will not, throughout the term of holding, constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental plan or a non-electing church plan (as described above), any substantially similar applicable law) by reason of the application of one or more statutory or administrative exemptions from such prohibited transaction rules or otherwise.

          In addition, such transferee shall be responsible for providing additional information or certification, as shall be reasonably requested by the Trustee or Issuer, to support the truth and accuracy of the foregoing acknowledgements, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. Any resale, pledge or other transfer of

9

Notes in violation of the transfer restrictions set forth herein shall be deemed void ab initio.

     SECTION 8. Article 5 of Base Indenture. Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9 and 5.10 of the Base Indenture shall be read in their entirety as provided in the Base Indenture. The following provisions, however, shall constitute part of Article 5 of the Base Indenture solely for purposes of Series 2005-B and shall be applicable only to the Notes:

ARTICLE 5

SERIES 2005-B SETTLEMENT ACCOUNT AND
ALLOCATION AND APPLICATION OF AMOUNTS THEREIN

     SECTION 5.11 Series 2005-B Settlement Account. The Trustee, in accordance with Section 5.3(d) of the Base Indenture shall establish on the Closing Date and maintain, so long as any Series 2005-B Note is Outstanding, an account designated as the “Series 2005-B Settlement Account,” which account shall be held by the Trustee for the benefit of the Holders of the Series 2005-B Notes pursuant to the Base Indenture and this Series Supplement. All deposits of funds by or for the benefit of the Holders of the Series 2005-B Notes shall be accumulated in, and withdrawn from, the Series 2005-B Settlement Account in accordance with the provisions of the Base Indenture and this Series Supplement.

     SECTION 5.12 Determination of Monthly Interest. The amount of monthly interest payable on the Notes shall be determined by the Servicer as of each Determination Date and shall be an amount equal to the product of (i)(A) a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 360, times (B) the Note Rate in effect with respect to the related Accrual Period, and (ii) the average daily outstanding principal balance of the Notes during such Accrual Period (the “Monthly Interest”); provided, however, that in addition to Monthly Interest, an amount equal to the sum of (i) the amount of any unpaid Deficiency Amount, as defined below, plus (ii) an amount equal to the product of (A) a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 360, times (B) a rate equal to 2% per annum over the Note Rate in effect with respect to the related Accrual Period, times (C) any Deficiency Amount, as defined below (or the portion thereof which has not theretofore been paid to Noteholders) plus, (iii) the amount of any unpaid Fees for the related Accrual Period as determined pursuant to the Note Purchase Agreement (the “Fee Amount”), plus (iv) any Additional Amounts for the related Accrual Period as determined pursuant to the Note Purchase Agreement and plus (v) following the occurrence of a Servicer Default, Early Amortization Event or Event of Default, an amount equal to the product of the Note Principal, a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 365 or 366, as applicable, and a rate equal to the difference between the 2% per annum over the Base Rate (as defined in the Note Purchase Agreement) in effect for such period and the Note Rate in effect for such period (such sum being herein called the “Additional Interest”) shall also be payable by the Issuer. The “Deficiency Amount” for any Determination Date shall be equal to the excess, if any, of (x) the sum of the Monthly Interest and the Additional Interest as determined pursuant to the preceding sentence for the preceding

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Settlement Date, over (y) the amount actually paid in respect thereof on the preceding Settlement Date.

     SECTION 5.13 Drawing Funds from the Spread Maintenance Account. In the event that the Monthly Servicer Report with respect to any Determination Date shall state that the funds on deposit in the Series 2005-B Settlement Account with respect to such Determination Date will not be sufficient to make (on the related Settlement Date) payment on such Settlement Date of the Monthly Interest then due or to make (on the Legal Final Settlement Date) payment on such Settlement Date of the full outstanding principal balance of the Notes (the amount of such aggregate deficiency being a “Permitted Settlement Date Withdrawal”), then the Trustee shall draw on the Spread Maintenance Account and deposit into the Series 2005-B Settlement Account an amount equal to the lesser of (x) the Permitted Settlement Date Withdrawal and (y) the amount then on deposit in the Spread Maintenance Account; provided that any withdrawal for purposes of paying principal shall be in an amount equal to the lesser of (x) the then outstanding Note Principal and all accrued and unpaid Monthly Interest with respect thereto and (y) the Series 2005-B pro rata share of the amount then on deposit in the Spread Maintenance Account (calculated based on the outstanding Note Balance as a percentage of the outstanding principal balance of the Notes of all Series). Any such funds actually received by the Trustee shall be used solely to make payments of the Monthly Interest or the Note Principal, as the case may be.

     SECTION 5.14 Distribution from Series 2005-B Settlement Account. On each Settlement Date, the Trustee shall distribute funds then on deposit in the Series 2005-B Settlement Account in accordance with the provisions of either subsection (I) or (II) of this Section 5.14.

     (I) If neither an Early Amortization Event nor an Event of Default shall have occurred and be continuing with respect to any Series:

     (1) To each Series 2005-B Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the Series 2005-B Interest Payment for such Settlement Date;

     (2) To each Series 2005-B Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the Scheduled Principal Payment Amount then due and payable to Series 2005-B Noteholders on such Settlement Date;

     (3) To each Series 2005-B Noteholder (as of the related Record Date), an amount equal to its pro rata portion (if any) of the Supplemental Principal Payment Amount then due and payable to Series 2005-B Noteholders on such Settlement Date;

     (4) To the Funding Agent, any Additional Interest and Fee Amounts then due for such Settlement Date; and

     (5) To each 2005-B Noteholder (as of the related Record Date) and each other Indemnified Party, pro rata, an amount equal to taxes, increased costs, breakage costs, indemnities and other amounts then due and payable to Series 2005-B Noteholders and each Indemnified Party pursuant to the Note Purchase Agreement.

11

     (II) If an Early Amortization Event shall have occurred and be continuing with respect to any Series or an Event of Default shall have occurred and be continuing with respect to any Series:

     (1) To each Series 2005-B Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the Series 2005-B Interest Payment for such Settlement Date;

     (2) To each Series 2005-B Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the then outstanding Note Principal until the Note Principal has been reduced to zero;

     (3) To the Funding Agent, any Additional Interest and Fee Amounts then due for such Settlement Date; and

     (4) To each Series 2005-B Noteholder (as of the related Record Date) and each other Indemnified Party, pro rata, an amount equal to taxes, increased costs, breakage costs, indemnities and other amounts then due and payable to Series 2005-B Noteholders and each other Indemnified Party pursuant to the Note Purchase Agreement.

     SECTION 5.15 Servicer’s Failure to Make a Deposit or Payment. If the Servicer fails to make, or give instructions to make, any payment, deposit or withdrawal required to be made or given by the Servicer at the time specified in the Base Indenture or this Series Supplement (including applicable grace periods), the Trustee shall make such payment, deposit or withdrawal from the applicable account in accordance with the written instructions provided by the Majority Noteholders.

     SECTION 9. Article 6 of the Base Indenture. Article 6 of the Base Indenture shall read in its entirety as follows and shall be applicable only to the Noteholders:

ARTICLE 6

DISTRIBUTIONS AND REPORTS

     SECTION 6.1 Distributions.

     On each Settlement Date, the Trustee shall distribute (in accordance with the Monthly Servicer Report delivered by the Servicer on or before the related Series Transfer Date pursuant to Section 2.09(a) of the Servicing Agreement) to each Noteholder of record on the immediately preceding Record Date (other than as provided in Section 12.5 of the Base Indenture respecting a final distribution), such Noteholder’s pro rata share of the amounts on deposit in the Series 2005-B Settlement Account that are payable to the Noteholders pursuant to Section 5.14 by wire transfer to an account designated by such Holders of the Notes at least five Business Days prior to such Settlement Date.

     SECTION 6.2 Monthly Noteholders’ Statement.

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          (a) On or before each Settlement Date, the Trustee shall make available to each Noteholder, each Rating Agency, and each Notice Person via the Trustee’s website a statement substantially in the form of Exhibit B hereto prepared by the Servicer and delivered to the Trustee on the preceding Determination Date and setting forth, among other things, the following information:

     (i) the total amount distributed to holders of Notes;

     (ii) the amount of such distribution allocable to principal;

     (iii) the amount of such distribution allocable to Trustee Fees and Expenses, Custodian fees and expenses, Monthly Interest, Deficiency Amounts, Additional Interest and the Fee Amounts, respectively;

     (iv) the aggregate Outstanding Balance of Receivables which were Delinquent Receivables as of the end of the preceding Monthly Period;

     (v) the aggregate Outstanding Balance of Receivables which were Defaulted Receivables as of the end of the preceding Monthly Period;

     (vi) the Required Spread Maintenance Reserve Amount and the balance on deposit in the Spread Maintenance Account as of the end of the day on the Settlement Date;

     (vii) outstanding Note Balance, as of the end of the day on the Settlement Date;

     (viii) increases and decreases in the Notes during the related Settlement Period, and the average daily balance of the Notes for the related Settlement Period;

     (ix) the amount of the Servicing Fee for the related Settlement Period;

     (x) the Note Rate for the related Settlement Period; and

     (xi) if applicable, the date on which the Rapid Amortization Period commenced.

          (b) Annual Noteholders’ Tax Statement. On or before January 31 of each calendar year, beginning with the calendar year 2006, the Paying Agent shall distribute to each Person who at any time during the preceding calendar year was a Noteholder, a statement prepared by the Servicer in accordance with Section 6.02 of the Servicing Agreement containing the information required to be contained in the regular monthly report to Series 2005-B Noteholders, as set forth in subclauses (i), (ii) and (iii) above, aggregated for such calendar year or the applicable portion thereof during which such Person was a Series 2005-B Noteholder, together with such other customary information (consistent with the treatment of the Notes as debt) as is customary on similar transactions to enable the Series 2005-B Noteholders to prepare their tax returns. Such obligations of the Paying Agent shall be deemed to have been satisfied to

13

the extent that substantially comparable information shall be provided by the Paying Agent or another party pursuant to any requirements of the Code as from time to time in effect.

     SECTION 10. Early Amortization Events. If an “Early Amortization Event” shall occur under the Base Indenture, then the Rapid Amortization Commencement Date shall occur without any notice or other action on the part of any party hereto immediately upon the occurrence of such event.

     SECTION 11. [Reserved].

     SECTION 12. Redemption Provision.

          (a) The Issuer may redeem the Notes in full on the Commitment Termination Date through a refinancing. The Issuer shall give notice of its election to pay such Notes in accordance with the terms of the Base Indenture and the Note Purchase Agreement prior to such redemption.

          (b) The amount required to be deposited into the Series 2005-B Settlement Account in connection with any redemption in full shall be equal to the sum of (i) the Note Principal, plus (ii) accrued and unpaid the interest on the Notes through the Settlement Date on which the redemption occurs, plus (iii) any other amounts (including, without limitation, accrued and unpaid Fees) payable by the Issuer to the Series 2005-B Noteholders, the Indemnified Parties, the Trustee and the Custodian pursuant to the Note Purchase Agreement and the other Transaction Documents, less (iv) the amounts, if any, on deposit at such Settlement Date in the Series 2005-B Settlement Account for the payment of the foregoing amounts. Such deposit shall be made not later than 3:00 p.m. New York City time on the Redemption Date.

     SECTION 13. Amendments and Waiver. Any amendment, waiver or other modification to the Base Indenture or this Series Supplement shall be subject to the restrictions thereon, if applicable, in the Note Purchase Agreement.

     SECTION 14. Counterparts. This Series Supplement may be executed in any number of counterparts, and by different parties in separate counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

     SECTION 15. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH OF THE PARTIES TO THIS SERIES SUPPLEMENT AND EACH NOTEHOLDER HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HERETO AND EACH NOTEHOLDER HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION

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INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

     SECTION 16. Waiver of Trial by Jury. To the extent permitted by applicable law, each of the parties hereto and each of the Noteholders irrevocably waives all right of trial by jury in any action, proceeding or counterclaim arising out of or in connection with this Series Supplement or the Transaction Documents or any matter arising hereunder or thereunder.

     SECTION 17. No Petition. The Trustee, by entering into this Series Supplement and each Series 2005-B Noteholder, by accepting a Note hereby covenant and agree that they will not prior to the date which is one year and one day after payment in full of the last maturing note of any Series and termination of the Base Indenture institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Base Indenture, this Series Supplement or the Transaction Documents. No obligation of the Issuer hereunder shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in the events that such obligations are not paid in accordance with the priority of payments set forth in Section 5.4(c) of the Base Indenture.

     SECTION 18. Rights of the Trustee. The rights, privileges and immunities afforded to the Trustee under the Base Indenture shall apply hereunder as if fully set forth herein.

     SECTION 19. Third-Party Beneficiaries. This Series Supplement will inure to the benefit of and be binding upon the parties hereto, the Custodian, the Secured Parties and their respective successors and permitted assigns. No other Person will have any right or obligations hereunder.

     SECTION 20. Tax Opinion. The parties agree that the Tax Opinion contemplated by Section 2.2(a)(v) of the Base Indenture shall not be required in connection with the issuance of the Series 2005-B Note hereunder.

15

          IN WITNESS WHEREOF, the parties hereto have caused this Series Supplement to be duly executed by their respective officers as of the day and year first above written.

COFINA FUNDING, LLC, as Issuer
 

By:  

Name:  

Title:  

U.S. BANK NATIONAL ASSOCIATION, as Trustee
 

By:  

Name:  

Title:  

Supplement to Base Indenture

EXHIBIT A

FORM OF
SERIES 2005-B NOTE

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY (1) TO THE ISSUER, (2) TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) THAT PURCHASES FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION AND BASED ON AN OPINION OF COUNSEL IF THE ISSUER OR TRANSFER AGENT AND REGISTRAR SO REQUEST, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY TRANSFEREE FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

     EACH PERSON ACQUIRING OR HOLDING THIS NOTE SHALL BE DEEMED TO (1) REPRESENT AND WARRANT FOR THE BENEFIT OF THE ISSUER, THE SELLERS, THE SERVICER AND THE TRUSTEE THAT EITHER (A) IT IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA, A “PLAN” DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(D) OF THE CODE) SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS PURCHASE AND HOLDING OF THE NOTE WILL NOT, THROUGHOUT THE TERM OF HOLDING, CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN OR A NON-ELECTING CHURCH PLAN (AS DESCRIBED ABOVE), ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW) BY REASON OF THE APPLICATION OF ONE OR MORE STATUTORY OR ADMINISTRATIVE EXEMPTIONS FROM SUCH PROHIBITED TRANSACTION RULES OR OTHERWISE, AND (2) AGREE THAT IT SHALL NOT SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST THEREIN TO ANY OTHER PERSON WITHOUT ACQUIRING THE SAME REPRESENTATION AND

Supplement to Base Indenture

WARRANTY FROM SUCH OTHER PERSON AND THE SAME OBLIGATION WITH RESPECT TO SALES OR OTHER TRANSFERS.

THE INDENTURE (AS DEFINED BELOW) CONTAINS FURTHER RESTRICTIONS ON THE TRANSFER AND RESALE OF THIS NOTE. EACH TRANSFEREE OF THIS NOTE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS NOTE, SUBJECT TO THE FOREGOING RESTRICTIONS ON TRANSFERABILITY. IN ADDITION, EACH TRANSFEREE OF THIS NOTE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE.

BY ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE AGREES TO THE TERMS AND CONDITIONS SET FORTH IN THE INDENTURE AND HEREIN.

Supplement to Base Indenture

REGISTERED

No. 1 $200,000,000

SEE REVERSE FOR CERTAIN DEFINITIONS

          THE PRINCIPAL OF THIS NOTE MAY BE INCREASED AND DECREASED AS SPECIFIED IN THE SERIES 2005-B SUPPLEMENT AND IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

COFINA FUNDING, LLC

SERIES 2005-B COFINA VARIABLE FUNDING ASSET-BACKED NOTES

          COFINA FUNDING, LLC, a limited liability company organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay Bank Hapoalim B.M., as the Funding Agent for the Purchasers party to the Note Purchase Agreement, or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS (U.S.$200,000,000), or if less is due in whole or in part, the unpaid principal amount of all outstanding amounts borrowed by the Issuer when due as shown on the reverse hereof or an attachment hereto and recorded in the Note Register by the Transfer Agent and Registrar, payable on each Settlement Date in the amounts and at the times specified in the Series 2005-B Supplement, dated as of November 18, 2005 (as amended, supplemented or otherwise modified from time to time, the “Series 2005-B Supplement”), between the Issuer and the Trustee to the Base Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Legal Final Settlement Date (as defined in the Series 2005-B Supplement). The Issuer will pay interest on this Note on each Settlement Date at the Note Rate (as defined in the Series 2005-B Supplement) until the principal of this Note is paid or made available for payment, on the average daily outstanding principal balance of this Note during the related Settlement Period (as defined in the Series 2005-B Supplement). Interest will be computed on the basis set forth in the Indenture. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

          The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

          Issuer hereby irrevocably authorizes the Funding Agent to enter on the reverse hereof or on an attachment hereto the date and amount of each borrowing and principal payment under and in accordance with the Indenture. Issuer agrees that this Note, upon each such entry being duly made, shall evidence the indebtedness of Issuer with the same force and effect as if set forth in a separate Note executed by Issuer; provided that such entry is recorded by the Transfer Agent and Registrar in the Note Register.

Supplement to Base Indenture

          Reference is made to the further provisions of this Note set forth on the reverse hereof and to the Indenture, which shall have the same effect as though fully set forth on the face of this Note.

          Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

Supplement to Base Indenture

          IN WITNESS WHEREOF, the Issuer, has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

COFINA FUNDING, LLC
 

By:  

Authorized Officer 

CERTIFICATE OF AUTHENTICATION

          This is one of the Notes referred to in the within mentioned Series 2005-B Supplement.

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
By
	Authorized Officer

Dated:                                         

Supplement to Base Indenture

[REVERSE OF NOTE]

          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Series 2005-B Cofina Variable Funding Asset-Backed Notes (herein called the “Notes”), all issued under the Series 2005-B Supplement to the Base Indenture dated as of November 18, 2005 (such Base Indenture, as supplemented by the Series 2005-B Supplement and supplements relating to other series of notes, as supplemented or amended, is herein called the “Indenture”), between the Issuer and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

          The Note is one of a Series of Notes which are and will be equally and ratably secured by the collateral pledged as security therefor as and to the extent provided in the Indenture.

          Principal of the Notes will be payable on each Settlement Date as set forth in the Indenture.

          All principal payments on the Notes shall be made pro rata to the Noteholders entitled thereto.

          Subject to certain limitations set forth in the Indenture, payments of interest on this Note due and payable on each Settlement Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by wire transfer in immediately available funds to the Person whose name appears as the Holder of this Note on the Note Register as of the close of business on each Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note effected by any payments made on any Settlement Date or date of prepayment shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.

          As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by the Holder hereof or its attorney, duly authorized in writing, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Supplement to Base Indenture

          Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not prior to the date which is one year and one day after the payment in full of the last maturing note of any Series and the termination of the Indenture institute against the Issuer or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any United Stated Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Transaction Documents.

          Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will treat such Note as indebtedness for all Federal, state and local income and franchise tax purposes.

          Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Trustee or any such agent shall be affected by notice to the contrary.

          The Indenture permits the amendments thereof and modifications of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture and waivers of compliance by the Issuer with provisions of the Indenture as provided in the Indenture. Any such amendment, modification or waiver shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

          As provided in the Indenture, no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under the Indenture, including this Note, against any Seller, the Servicer, the Trustee or any partner, owner, incorporator, beneficiary, beneficial owner, agent, officer, director, employee, shareholder or agent of the Issuer, any Seller, the Servicer or the Trustee except as any such Person may have expressly agreed.

          The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

          The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Holders of Notes under the Indenture.

          The Notes are issuable only in registered form as provided in the Indenture in denominations as provided in the Indenture, subject to certain limitations therein set forth.

          This Note and the Indenture shall be construed in accordance with the laws of the State of New York (without reference to its conflict of law provisions other than Section 5-1401 of the New York General Obligations Law), and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

Supplement to Base Indenture

          No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note.

Supplement to Base Indenture

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                             

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ___, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		1
	Signature Guaranteed:

¹ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

Supplement to Base Indenture

          The following are borrowings and payments made under this Note of the Issuer:

Loan	Amount	Date	Amount Paid
Date	Borrowed	Prin. Paid	Principal	Interest

Supplement to Base Indenture

COFINA FUNDING LLC
RESERVES AND BORROWING BASE CALCULATIONS
Month End Date:
Settlement Date:

Aggregate loan balance of pool of Eligible Receivables	$	341,253,904
Aggregate loan commitment of pool of Eligible Receivables	$	558,524,127

Required Reserves

1. Spread Maintenance Reserve

	%
A. Cost of Carry		5.18
Minimum spread required over Cost of Carry		1.25
Minimum interest rate		6.43

Operating Loans with interest rates less than minimum required

Reference	Obligor	Loan Balance	Interest Rate	Remaining Term	Reserve Required
Number	Name	$	%	Years	$
						0.00
						0.00

Term Loans with interest rates less than minimum required

Reference	Obligor	Loan Balance	Interest Rate	Remaining Term	Reserve Required
Number	Name	$	%	Years	$
						0.00
						0.00

B. Interest Hedge Agreements—mark to market exposure

		Notional Amount	Exposure/Reserve
Reference Counterparty	Maturity Date	$	$
				0.00
Required Spread Maintenance Reserve Amount			$	0.00

2. Credit Reserve

Number of Obligors in Program		185
Number of largest obligors to be covered by Credit Reserve		3
a) Aggregate loan balance of 3 largest obligors	$	45,027,251.88
b) 15% of aggregate loan balance of pool	$	51,188,085.60
Credit Reserve Required (if 2a) greater than 2b))	$	0.00

Reserves and Borrowing Base

Supplement to Base Indenture

COFINA FUNDING LLC
RESERVES AND BORROWING BASE CALCULATIONS
Reporting Date :
Settlement Date:

3. Concentration Overage Amount

a) Aggregate loan commitment for any obligors that exceed 4% of total outstanding loan commitments of pool of Eligible Receivables
Number of obligors win commitments exceeding 4% of total pool		0
i) aggregate loan commitments of obligors exceeding 4% of pool	$	0.00
ii) 4% of aggregate loan commitments * number of exceeding obligors	$	0.00
Concentration Overage Amount (i) — ii) )	$	0.00
b) Top 5 obligors
i) total aggregate loan commitments of top 5 obligors	$	85,223,043.00
ii) 25% of aggregate outstanding loan commitments in pool	$	139,631,031.75
Concentration Overage Amount (if 3c)i) greater than 3b)ii))	$	0.00
c) Top 10 obligors
i) total aggregate loan commitments of top 10 obligors	$	155,223,043.00
ii) 35% of aggregate outstanding loan commitments in pool	$	195,483,444.45
Concentration Overage Amount (if 3c)i) greater than 3c)ii))	$	0.00
d) Obligors loan balances that exceed 90% of stressed realizable value

Ref No.	Obligor Name	Loan Balance		90% of SRV		Excess
H000197	Western		720,000.00		700,000.00		20,000,00
H762126	Amherst		6,000,000.00		5,490,000.00		510,000.00
Concentration Overage Amount							530,000.00

e) Geographic concentrations
i) Minnesota	- maximum % of aggregate loan commitments of pool		35	%
	- actual % of aggregate loan commitments of pool		29.60	%
	Concentration Overage Amount (if actual > maximum)	$	000
ii) North Dakota	- maximum % of aggregate loan commitments of pool		25	%
	- actual % of aggregate loan commitments of pool		20.16	%
	Concentration Overage Amount (if actual > maximum)	$	0.00

Reserves and Borrowing Base

Supplement to Base Indenture

COFINA FUNDING LLC
RESERVES AND BORROWING BASE CALCULATIONS
Reporting Date:
Settlement Date:

3. Concentration Overage Amount (continued)
e) Geographic concentrations (continued)
iii) states in which the Company has been doing finance business for more than 2 yrs.
- max % of aggregate loan commitments of pool per state						20	%
- states where actual % greater than 20%
None						0
Concentration Overage Amount (if actual > maximum)					$	0.00
iv) states in which the Company has been doing finance business for less than 2 yrs.
- no states fall into this category
Total Concentration Overage Amount for Geographic Concentrations					$	0.00
Total Concentration Overage Amount					$	530,000.00
Borrowing Base Calculation
Aggregate Loan Balance of Eligible Receivables					$	341,253,904
85% of aggregate loan balance of eligible receivables					$	290,065,818.40
less, Concentration Overage Amount				-	$	530,000.00
less, Credit Reserve					$	0.00
Borrowing Base					$	289,535,818.40
$ value of Notes outstanding					$	290,000,000.00
less, bank account balances
- Collection Account		$	600,000.00
- less accrued facility costs	-	$	200.00
		$	599,800.00
- Settlement Account		$	0.00
					$	599,800.00
					$	289,400,200.00
Borrowing Base Surplus / (Deficiency)					$	135,618.40

     Reserves and Borrowing Base

Supplement to Base Indenture

COFINA FUNDING LLC
MONTHLY SERVICER REPORT — PAYMENTS OUT OF AVAILABLE DISTRIBUTION AMOUNT
Month End Date:
Settlement Date:
*Information provided in the Base Indenture Article 5

	Amount
Calculation of Available Distribution Amount:
Collections received during [immediately preceeding monthly period)		17.00
Amounts received from interest rate hedge counterparty		1.00
Total deemed collections		1.00
Receipts from Spread Maintenance Account		1.00
Earnings on permitted investments received during (immediately proceeding monthly period)		1.00
Total Available Distribution Amount		21.00
Payments to be made:
1. Indenture Trustee -
Fee for current settlement period		1.00
Out of pocket expenses		1.00
Arrears
Total		2.00
2. Service-
Fee for current settlement period		1.00
Arrears		1.00
Total		2.00
3. Custodian
Fee for current settlement period		1.00
Out of pocket expenses
Arrears
Total		1.00
4. Successor Servicer (if appointed)
Reimbursement of transition costs incurred (maximum amount $50,000)		1.00
5. Interest Rate Hedge Provider-
Current scheduled payments due		1.00
Arrears		1.00
Total		2.00
6. Interest due on Outstanding Notes to Noteholders
Interest payments on Notes — paid to Settlement Account		1.00
Premiums due to Enhancement Provider		1.00
Total		2.00
7. Scheduled principal payment amount due — paid to Settlement Account		1.00
8. Supplemental principal payment amount — paid to Settlement Account
Warehouse Notes		1.00
Notes		1.00
Total		2.00
9. Interest Rate Hedge Provider -
All remaining amounts due		1.00
10. All other amounts due to:
Noteholders — paid to Settlement Account		1.00
Trustee		1.00
Custodian		1.00
Servicer		1.00
Total		4.00
11. Payment to Issuer of any remaining Available Distribution Amount		3.00
Total Payments Due	$	21.00
Do Payments equal Available Distribution Amount?	Y or N?

Monthly Servicer Report

Supplement to Base Indenture

COFINA FUNDING LLC
MONTHLY NOTEHOLDERS’ STATEMENT
SERIES 2005 - B NOTES
Month End Date :
Settlement Date:
Information provided in the Supplement Base Indenture Article 6

	Number		Amount
1. Total amount distributed to holders of Notes			$	2,210,000.00
2. Amount of distribution allocable to principal			$	500,000.00
3. Amount of distribution allocable to:
Trustee Fees and Expenses			$	1,500,000.00
Custodian Fees and Expenses			$	—
Monthly Interest			$	—
Deficiency Amounts			$	—
Additional Interest			$	—
Fee Amounts			$	210,000.00
		Total		1,710,000.00
4. Aggregate outstanding balance of delinquent receivables as of (prior month end]			$	50,000.00
5. Aggregate outstanding balance of defaulted receivables as of [prior month end]			$	50,000.00
6. (i) Required Spread Maintenance Reserve Amount
(ii) Spread Maintenance Account BeEance at end of day on IsettLement date]			$	1,000,000.00
7. Total outstanding note balance at end of day on [settlement date]			$	1,000,000.00
8. Note Activity during [settlement period):
Increases in Notes			$	1,000,000.00
Decreases in Notes			$	1,000,000.00
Average daily balance of Notes			$	1,000,000.00
9. Servicing fee for [settlement period]			$	1,000,000.00
10. Note rate for [settlement period]			$	1,000,000.00
11. Date on which rapid amortization period commenced			[Date/Not Applicable]

Monthly Noteholders’ Statement

Supplement to Base Indenture

COFINA FUNDING LLC
DAILY SERVICER REPORT
Reporting Date :

	Amount
Opening balance in Collection Account:		500.00
Receipts
Collections from Receivables		1,000.00
Amounts received from interest rate hedge counterparty		—
Receipts from Spread Maintenance Account		—
Earnings from permitted investments		—
Excess funds from increases in VFNs		—
		1,000.00
A. Amount set aside for Accrued Facility Costs		1.00
B. Payments made:
1. Required Reserve Amount transferred to Spread Maintenace Account -		1.00
2. Reduction in principal amount of Notes outstanding transferred to Settlement Account		1.00
3. Amount payable to Seller based on Purchase Agreement- (Amount equal to unpaid purchase price)		1.00
4. Refund of Participation interests to Cofina Financial		1.00
5. Monthly Settlement Amount		1.00
Total of payments made on this date:	$	5.00
Closing balance in Collection Account:	$	1,495.00
Total amount set aside for Accrued Facility Costs Included in Closing Balance	$	100.00

Daily Servicer Report

Supplement to Base Indenture

CFA FUNDING LLC
BANK ACCOUNT SCHEDULES
Month End Date:
Settlement Date:

Series 2005 - B Settlement Account:
1. Payment to Noteholders
Interest Payment	1,500,000.00
Scheduled principal payment amount	500,000.00
Supplemental principal payment amount	—
Total	2,000,000.00
2. Funding Agent
Additional Interest	—
Fee Amounts	160,000.00
Total	160,000.00
3. Payment to Note Holders and each other indemnified party
Additional interest	—
Fees	50,000.00
Increased costs
Taxes
Indemnity payments
Other amounts due
Total	50,000.00
Balance of funds required on settlement date in Settlement Account:	2,210,000.00
Transfer from Collection Account:	(2,200,000.00	)
Transfer from Spread Maintenance Account (permitted settlement date withdrawal):	(10,000.00	)
Shortfall in Settlement Account	—
Spread Maintenance Account:
1. Opening Balance on [settlement date]	19,000,000.00
2. Transfer of Permitted Settlement Date withdrawal to Settlement Account	10,000.00
3. Receipt of funds from Collection Account	—
4. Transfer of excess funds to Collection Account	500,000.00
Closing Balance on settlement date in Spread Maintenance Account:	18,490,000.00

Bank Account Schedules

Supplement to Base Indenture

EXHIBIT B

FORM OF MONTHLY NOTEHOLDERS’ STATEMENT

Supplement to Base Indenture

EXHIBIT C

FORM OF TRANSFER CERTIFICATE

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF DEFINITIVE SECURITIES

To: U.S. Bank National Association, as Trustee
60 Livingston Avenue
St. Paul, MN 55107

Re: Cofina Funding, LLC – Cofina Variable Funding Asset-Backed Notes

               This Certificate relates to $                     principal amount of Series 2005-B Cofina Variable Funding Asset-Backed Notes held in definitive form by                      (the “Transferor”) issued pursuant to the Base Indenture dated as of October 10, 2005 between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee, as supplemented by the Series 2005-B Supplement dated as of November 18, 2005 (the “Series Supplement”) (as amended, supplemented or otherwise modified from time to time, the “Indenture”). Capitalized terms used herein and not otherwise defined, shall have the meanings given thereto in the Indenture.

               The Transferor (i) has requested the Trustee by written order to exchange or register the transfer of a Note or Notes and (ii) has reviewed the transfer restrictions set forth in Section 7(c) of the Series Supplement and hereby makes the acknowledgments, representations and agreements set forth in Section 7(c)(ii) of the Series Supplement.

               In connection with such request and in respect of each such Note, the Transferor does hereby certify as follows:

               o Such Note is being transferred to a qualified institutional buyer (for its own account and not for the account of others) or to a fiduciary or agent for the account of a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A.

               o Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A and in compliance with other applicable state and federal securities laws and, if requested by the Issuer or the Transfer Agent and Registrar, an opinion of counsel is being furnished simultaneously with the delivery of this Certificate as required under Section 7(c)(i) of the Series Supplement.

[INSERT NAME OF TRANSFEROR]
 

By:  

Name:  

Title:  

Date:

Supplement to Base Indenture

SCHEDULE I

Scheduled Targeted Principal Balance

Settlement Date	Percentage of Notes Remaining Outstanding
month 1-12		91	%
month 13-24		21	%
month 25-36		13	%
month 37-48		5	%
month 49 and thereafter		0	%

Supplement to Base Indenture

TABLE OF CONTENTS

	Page
PRELIMINARY STATEMENT		1
SECTION 1. Designation		1
SECTION 2. Definitions		1
SECTION 3. Article 3 of the Base Indenture		4
SECTION 4. Principal Payments on the Notes		6
SECTION 5. Cleanup Call		6
SECTION 6. Delivery and Payment for the Notes		6
SECTION 7. Form of Delivery of the Notes; Denominations; Transfer Restrictions		6
SECTION 8. Article 5 of Base Indenture		10
SECTION 9. Article 6 of the Base Indenture		12
SECTION 10. Early Amortization Events		14
SECTION 11. [Reserved]		14
SECTION 12. Redemption Provision		14
SECTION 13. Amendments and Waiver		14
SECTION 14. Counterparts		14
SECTION 15. Governing Law		14
SECTION 16. Waiver of Trial by Jury		15
SECTION 17. No Petition		15
SECTION 18. Rights of the Trustee		15
SECTION 19. Third-Party Beneficiaries		15
EXHIBIT A Form of Note
EXHIBIT B Form of Monthly Noteholders’ Statement
EXHIBIT C Form of Transfer Certificate
SCHEDULE I Scheduled Targeted Principal Balance

-i- 

EX-10.12

EXECUTION COPY

NOTE PURCHASE AGREEMENT

among

COFINA FUNDING, LLC,
as Issuer,

VENUS FUNDING CORPORATION,
as the Conduit Purchaser,

BANK HAPOALIM B.M.,
as Funding Agent for the Purchasers,

and

THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO,
as Committed Purchasers

dated as of November 18, 2005

     NOTE PURCHASE AGREEMENT (“Note Purchase Agreement”) dated as of November 18, 2005, among COFINA FUNDING, LLC (the “Issuer”), VENUS FUNDING CORPORATION (the “Conduit Purchaser”), BANK HAPOALIM B.M., as Funding Agent (the “Funding Agent”) and the Committed Purchasers from time to time party hereto.

     The parties hereto agree as follows:

RECITALS

     WHEREAS, the Issuer will issue the variable funding notes pursuant to a Base Indenture, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Base Indenture”), between the Issuer and U.S. Bank National Association, as trustee (in such capacity, together with its successors and assigns in such capacity, the “Trustee”), as supplemented by the Series 2005-B Supplement, dated as of the date hereof, between the Issuer and the Trustee (as amended, supplemented or otherwise modified from time to time, the “Series Supplement,” and together with the Base Indenture, the “Indenture”); and

     WHEREAS, the Conduit Purchaser desires to acquire such variable funding notes and to make advances from time to time hereunder in its discretion, and the Committed Purchasers desire to acquire the variable funding notes and make advances from time to time hereunder.

     NOW, THEREFORE, for full and fair consideration, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.01 Certain Defined Terms. Capitalized terms used herein without definition shall have the meanings set forth in the Indenture. Additionally, the following terms shall have the following meanings:

          “Accrual Period” means, with respect to any Settlement Date, the period from and including the prior Settlement Date to but excluding such Settlement Date; provided that the initial Accrual Period hereunder shall run from the date hereof through the Settlement Date in November, 2005.

          “Additional Amounts” means all amounts owed by the Issuer pursuant to Section 2.11 and Article VIII, plus Breakage Amounts.

          “Affected Party” has the meaning specified in Section 8.02.

          “Aggregate Purchaser Funded Amount” means, on any date of determination, an amount equal to (a) the Initial Purchase Price, plus (b) the aggregate amount of all Increases made prior to such date of determination, minus (c) the aggregate amount of principal payments in respect of the VFN made to and received by or on behalf of the Purchasers prior to such date.

          “Allocated Commercial Paper” means Commercial Paper issued by the Conduit Purchaser that is identified in the records of its program administrator as funding a particular Funding Tranche during a particular Fixed Period with respect to such Funding Tranche.

          “Applicable Margin” shall have the meaning specified in the Fee Letter.

          “Asset Purchase Agreement” shall mean the asset purchase agreement, liquidity asset purchase agreement, or other similar agreement pursuant to which any bank or group of banks or financial institutions agrees to purchase or make loans secured by (or otherwise advance funds against) all or any portion of the Conduit Purchaser’s interest in the VFN in order to support the Conduit Purchaser’s repayment of the Commercial Paper issued to fund or maintain such interest.

          “Assignment and Acceptance” means an assignment and acceptance agreement entered into by a Purchaser, a permitted assignee thereof and the Funding Agent pursuant to which such assignee may become a party to this Note Purchase Agreement.

          “Base Rate” shall mean, with respect to any Funding Tranche funded or maintained by any Purchaser other than by reference to the LIBOR Rate or through the issuance of Commercial Paper, a rate per annum equal to the sum of (x) the greater of (i) the prime rate of interest announced by the Funding Agent from time to time, changing when and as said prime rate changes (such rate not necessarily being the lowest or best rate charged by the Funding Agent) and (ii) the rate equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Funding Agent from three (3) federal funds brokers of recognized standing selected by it and (y) the Applicable Margin.

          “Blended Rate” shall mean, with respect to any Funding Tranche funded or maintained through the issuance of Commercial Paper, the rate equivalent to the weighted average of (i) the weighted average of the discount rates on all of the Commercial Paper issued at a discount and outstanding during the related Fixed Period, converted to an annual yield-equivalent rate on the basis of a 360-day year, which rates shall include dealer fees and commissions and (ii) the weighted average of the annual interest rates payable on all interest-bearing Commercial Paper outstanding during the related Fixed Period, on the basis of a 360-day year, which rates shall include dealer fees and commissions; provided, that to the extent that the VFN (or any portion thereof) is funded by a specific issuance of Commercial Paper, the Blended Rate shall equal the rate or weighted average of the rates applicable to such issuance.

          “Breakage Amount” has the meaning specified in Section 2.08.

          “Closing” has the meaning specified in Section 3.01.

          “Closing Date” has the meaning specified in Section 3.01.

2

          “Cofina Entity” means the Issuer, any Seller, the Servicer and any other Person party to the Transaction Documents that is an Affiliate of the Issuer, any Seller or Cofina.

          “Commercial Paper” shall mean the short-term promissory notes of the Conduit Purchaser issued by the Conduit Purchaser in the United States commercial paper market.

          “Committed Purchasers” means Bank Hapoalim B.M. and each of its assigns (with respect to its commitment to make Increases) that shall become a party to this Note Purchase Agreement pursuant to Section 10.04.

          “Commitment” means, with respect to any Committed Purchaser, an amount equal to such Purchaser’s Purchaser Percentage multiplied by the Maximum Funded Amount.

          “Conduit Assignee” shall mean any special-purpose vehicle issuing indebtedness in the commercial paper market administered by Bank Hapoalim B.M.

          “Conduit Purchaser” means Venus Funding Corporation and any of its permitted assigns that is a Conduit Assignee.

          “CP Rate” means, for any Fixed Period for any Funding Tranche, to the extent the Conduit Purchaser funds such Funding Tranche for such Fixed Period by issuing Commercial Paper, either the Match-Funding Rate or the Blended Rate, as determined by the program administrator of the applicable Conduit Purchaser in its sole discretion plus the Applicable Margin.

          “Eurodollar Rate” shall mean, with respect to any Funding Tranche funded or maintained by any Purchaser (or by any liquidity or credit support provider of the Conduit Purchaser), by reference to the LIBOR Rate, the Applicable Margin plus a rate per annum equal to the sum (rounded upwards, if necessary, to the next higher 1/100 of 1%) of (i) the rate obtained by dividing (A) the applicable LIBOR Rate by (B) a percentage equal to 100% minus the reserve percentage used for determining the maximum reserve requirement as specified in Regulation D (including, without limitation, any marginal, emergency, supplemental, special or other reserves) that is applicable to the Funding Agent during the related Fixed Period in respect of eurocurrency or eurodollar funding, lending or liabilities (or, if more than one percentage shall be so applicable, the daily average of such percentage for those days in such Fixed Period during which any such percentage shall be applicable) plus (ii) the then daily net annual assessment rate (rounded upwards, if necessary, to the nearest 1/100 of 1%) as estimated by the Funding Agent for determining the current annual assessment payable by the Funding Agent to the Federal Deposit Insurance Corporation in respect of eurocurrency or eurodollar funding, lending or liabilities.

          “Federal Bankruptcy Code” means the bankruptcy code of the United States of America codified in Title 11 of the United States Code.

          “Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

3

          “Fee Letter” means the letter or letters dated as of the Closing Date between the Issuer and the Funding Agent setting forth certain fees payable by the Issuer in connection with the purchase of the VFN by the Funding Agent for the benefit of the Purchasers.

          “Fixed Period” means, (i) with respect to a new Funding Tranche, a period beginning on and including the date of funding and ending on and excluding the immediately succeeding Settlement Date (or such other date requested by the Issuer (or the Servicer on the behalf) and agreed to by the applicable Purchaser) and (ii) with respect to any existing Funding Tranche (to the extent not paid in full on a Settlement Date), a period beginning on and including such Settlement Date and ending on and excluding the immediately succeeding Settlement Date (or such other date requested by the Issuer (or the Servicer on the behalf) and agreed to by the applicable Purchaser); provided, that

     (i) any Fixed Period with respect to any Funding Tranche not funded by the issuance of Commercial Paper which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; provided, however, if interest in respect of such Fixed Period is computed by reference to the Eurodollar Rate, and such Fixed Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Fixed Period shall end on the next preceding Business Day;

     (ii) any Fixed Period with respect to any Funding Tranche not funded by the issuance of Commercial Paper will not be for a term of more than 31 days; and

     (iii) any Fixed Period in respect of which interest is computed by reference to the CP Rate may be terminated at the election of, and upon notice thereof to the Issuer by, the Conduit Purchaser (or its program administrator on its behalf) at any time, in which case the Funding Tranche allocated to such terminated Fixed Period shall be allocated to a new Fixed Period and shall accrue interest at the Base Rate.

          “Funding Agent” means Bank Hapoalim B.M., in its capacity as Funding Agent for the Purchasers.

          “Funding Tranche” means one or more portions of the Aggregate Purchaser Funded Amount used to fund or maintain the VFN that accrue interest by reference to different interest rates.

          “Governmental Actions” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Official Body required under any Governmental Rules.

          “Governmental Rules” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions of any Official Body and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Official Body.

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          “Increase” shall have the meaning assigned to such term in the Series Supplement.

          “Increase Amount” means the amount requested by the Issuer to be funded by the Purchasers on an Increase Date.

          “Increase Date” means the date on which an Increase occurs.

          “Indemnified Party” means any Purchaser, each entity providing credit or liquidity support to any Purchaser in connection with the VFN, the Funding Agent or any of their officers, directors, employees, agents, representatives, assignees or Affiliates.

          “Initial Purchase Price” has the meaning specified in Section 2.02.

          “Issuer Indemnified Amounts” has the meaning specified in Section 8.01(a).

          “LIBOR Rate” shall mean, with respect to any Funding Tranche, the rate at which deposits in dollars are offered to the Funding Agent, in the London interbank market at approximately 11:00 A.M. (London time) two (2) Business Days before the first day of the related Fixed Period in an amount approximately equal to the applicable Funding Tranche to which the Eurodollar Rate is to apply and for a period of time approximately equal to the applicable Fixed Period, as determined by the Funding Agent in its reasonable discretion.

          “Liquidity Purchasers” means each of the purchasers party to the Asset Purchase Agreement.

          “Match-Funding Rate” means, with respect to a Funding Tranche and a Fixed Period, the per annum rate equal to the “weighted average of the rates” (as defined below) related to the issuance of the Allocated Commercial Paper for such Funding Tranche. If such rate is a discount rate, the Match-Funding Rate shall be the rate resulting from converting such discount rate to an interest bearing equivalent rate. As used in this definition, the “weighted average of the rates” shall consist of (w) the actual interest rate (or discount) paid to purchasers of the Conduit Purchaser’s Commercial Paper, together with the commissions of placement agents and dealers in respect of such Commercial Paper, (x) certain documentation and transaction costs associated with the issuance of such Commercial Paper, (y) any incremental carrying costs incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by the Conduit Purchaser minus any income (net of such carrying costs) received from temporary reinvestment of funds received in respect of Funding Tranches funded with Allocated Commercial Paper pending their application to obligations of a Purchaser, and (z) the costs of other borrowings by the Conduit Purchaser, including borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market.

          “Maximum Funded Amount” means $200,000,000.

          “Notice of Increase” means a written notice of an Increase in the form of Exhibit A.

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          “Purchase Expiration Date” means the date which is 364 days from the date of this Note Purchase Agreement (as such date may be extended from time to time pursuant to Section 2.04).

          “Purchaser Percentage” of any Committed Purchaser means (a) the percentage set forth on the signature page to this Note Purchase Agreement as changed by each Assignment and Acceptance entered into with an assignor or assignee, as the case may be, or (b) with respect to a Committed Purchaser that has entered into an Assignment and Acceptance, the percentage set forth therein as such Purchaser’s Purchaser Percentage, or such percentage as changed by each Assignment and Acceptance entered into between such Committed Purchaser and an assignor or assignee.

          “Purchasers” means the Conduit Purchaser and the Committed Purchasers.

          “Reduction” has the meaning specified in Section 2.05.

          “Required VFN Series Holders” means each Conduit Purchaser and the “Committed Purchasers” under all VFN Series whose aggregate commitment amounts under each such series equals at least 66²/₃% of the aggregate of the commitment amounts under all of the VFN Series.

          “Transfer Supplement” has the meaning specified in Section 10.4(b).

          “Variable Noteholders” means each holder of a variable funding note relating to any VFN Series issued from time to time pursuant to the terms of the Indenture.

          “VFN” means the Cofina Variable Funding Asset-Backed Note Series 2005-B in the maximum aggregate principal amount of $400,000,000 to be issued by the Issuer pursuant to the Indenture in the name of the Funding Agent on behalf of the Purchasers.

          “VFN Financing Costs” or “Series 2005-B Financing Costs” means, with respect to any Accrual Period, the VFN Interest Component for such Accrual Period.

          “VFN Interest Component” means, with respect to any Accrual Period, the result obtained by multiplying:

     (x) the weighted average of the rates applicable to all Funding Tranches outstanding during all or part of such Accrual Period (determined as of each day in such Accrual Period but estimated by the Funding Agent for the period from the Determination Date related to the applicable Settlement Date through such Settlement Date, with any adjustments to be made with respect to the VFN Interest Component for the next Accrual Period), each such rate being (a) to the extent the Conduit Purchaser is funding such Funding Tranche during such period through the issuance of Commercial Paper, the Eurodollar Rate, and (b) to the extent any Purchaser is not funding such Funding Tranche during such period through the issuance of Commercial Paper, a rate per annum (expressed as a percentage and an interest yield equivalent and calculated on the basis of a 360-day year and the actual days elapsed) equal to the Eurodollar Rate or Base Rate,

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as applicable with respect to such Funding Tranche (as determined in the sole discretion of the Funding Agent); provided, however, that interest for any Funding Tranche shall not be considered paid by any distribution to the extent that all or a portion of such distribution is rescinded or must otherwise be returned for any reason; times

     (y) the average daily Aggregate Purchaser Funded Amount for such Accrual Period; times

     (z) a fraction, the numerator of which is the number of days in such Accrual Period and the denominator of which is 360 (or, if such VFN Interest Component is calculated by reference to the Base Rate, 365 or 366, as applicable).

          SECTION 1.02 Other Definitional Provisions. (a) Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture. All terms defined in this Note Purchase Agreement shall have the meanings given herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

          (b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.01, and accounting terms partially defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control.

          (c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Note Purchase Agreement shall refer to this Note Purchase Agreement as a whole and not to any particular provision of this Note Purchase Agreement; and Section, subsection, Schedule and Exhibit references contained in this Note Purchase Agreement are references to Sections, subsections, the Schedules and Exhibits in or to this Note Purchase Agreement unless otherwise specified.

ARTICLE II

PURCHASE AND SALE

          SECTION 2.01 Purchase and Sale of the VFN. On the terms and subject to the conditions set forth in this Note Purchase Agreement, and in reliance on the covenants, representations, warranties and agreements herein set forth, the Issuer hereby offers to sell to the Funding Agent, on behalf of the Purchasers, and the Funding Agent (i) may on behalf of the Conduit Purchaser or (ii) if the Conduit Purchaser elects not to make the purchase thereof at such time, shall, on behalf of the Committed Purchasers, purchase at the Closing the VFN in an initial outstanding principal amount equal to the Initial Note Principal.

          SECTION 2.02 Initial Purchase Price. The VFN is to be purchased at a price (the “Initial Purchase Price”) equal to 100% of the Initial Note Principal.

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          SECTION 2.03 Increases. (a) Subject to the terms and conditions of this Note Purchase Agreement and the Series Supplement, from time to time prior to the Purchase Expiration Date upon receipt by the Trustee and the Funding Agent of a Notice of Increase, (i) the Funding Agent, on behalf of the Conduit Purchaser, and in the sole and absolute discretion of the Conduit Purchaser, may make Increases and (ii) if the Conduit Purchaser elects not to make an Increase, each Committed Purchaser severally agrees to fund its respective Purchaser Percentages of such Increase; provided, however, that no Committed Purchaser shall be required to fund a portion of any Increase if, after giving effect thereto, the portion of the Aggregate Purchaser Funded Amount funded by such Committed Purchaser hereunder plus the aggregate amount funded by such Committed Purchaser as a Liquidity Purchaser under the Asset Purchase Agreement would exceed its Purchaser Percentage times the Maximum Funded Amount.

          (b) Each Increase hereunder shall be subject to the further conditions precedent that:

          (i) The Funding Agent and the applicable Notice Persons shall have received copies of the Monthly Noteholders’ Statement most recently required to have been delivered under the Indenture;

          (ii) Each of the representations and warranties of each Cofina Entity made in the Transaction Documents to which it is a party shall be true and correct in all material respects as of the applicable Increase Date (except to the extent they expressly relate to an earlier or later time);

          (iii) Each Cofina Entity shall be in compliance in all material respects with all of its respective covenants contained in the Transaction Documents to which it is a party;

          (iv) No Early Amortization Event, Potential Early Amortization Event, Default, Event of Default or Servicer Default shall have occurred and be continuing;

          (v) The Purchase Expiration Date shall not have occurred;

          (vi) After giving effect to such Increase, no Borrowing Base Deficiency shall exist;

          (vii) The Funding Agent and the applicable Notice Persons shall have received a completed Notice of Increase with respect to such proposed Increase, not later than 2:00 p.m. (New York time) on the proposed date of such Increase;

          (c) Each Increase of the VFN shall be requested in an aggregate principal amount of $250,000 and integral multiples of $1,000 in excess thereof; provided, that an Increase may be requested in the entire remaining Maximum Funded Amount.

          (d) The purchase price of each Increase shall be equal to 100% of the Increase Amount, and shall be paid not later than 3:00 p.m. New York City time on the Increase Date by wire transfer of immediately available funds to such account as may from time to time be specified by the Issuer in a notice to the Funding Agent and the applicable Notice Persons.

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          (e) All conditions set forth in Section 3.1(b) of the Series Supplement, to the extent applicable, shall have been satisfied at such time.

     Each “Increase” with respect to all VFN Series shall be allocated to each respective VFN Series as instructed by the Issuer; provided, that (i) the Issuer shall not (unless necessary in order to comply with the requirements of clause (ii) of this paragraph) disproportionately allocate Increases to the same VFN Series for two or more consecutive Increases and (ii) shall at all times use its reasonable best efforts to allocate Increases to the respective VFN Series so that the aggregate of the “Aggregate Purchaser Funded Amounts” under (and as defined in) each VFN Series is at all times ratably allocated among each such VFN Series according to their respective Maximum Funded Amounts (as defined in each such series).

          SECTION 2.04 Extension of Purchase Expiration Date. The Issuer may advise the Funding Agent in writing of its desire to extend the Purchase Expiration Date for an additional 364 days; provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Purchase Expiration Date. The Funding Agent shall notify the Issuer in writing, within 45 days after its receipt of such request by the Issuer, whether the Purchasers or any of them agree to such extension (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect and, if the Purchasers so agree, the Issuer, the Funding Agent and the Purchasers shall enter into such documents as the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers and the Funding Agent in connection therewith (including reasonable attorneys’ fees and expenses) shall be paid by the Issuer); it being understood, that the failure of the Funding Agent to so notify the Issuer as set forth above shall not be deemed to be a consent to such request for extension.

          SECTION 2.05 Reduction of Maximum Funded Amount. On any Settlement Date prior to the Rapid Amortization Commencement Date, upon the written request of the Issuer, the Maximum Funded Amounts (as defined for each VFN Series) may be permanently reduced (a “Reduction”), on a ratable basis with respect to each VFN Series, by the Issuer; provided that the Issuer shall have given each applicable Funding Agent irrevocable written notice (effective upon receipt) of the amount of such Reduction prior to 10:00 a.m., New York time on a Business Day that is at least thirty (30) days prior to such Reduction; provided, further, that any such Reduction shall be in an amount equal to $10,000,000, in the aggregate for all VFN Series or integral multiples of $5,000,000 in excess thereof; and provided, further, that no Reduction may cause the aggregate of the “Maximum Funded Amounts” under all VFN Series to be lower than $100,000,000.

          SECTION 2.05 Calculation of Monthly Interest. (a) On the Business Day prior to each Determination Date, the Funding Agent shall calculate (with respect to the CP Rate, based solely on such information provided by the Conduit Purchaser or its program administrator), for the applicable Accrual Period, the aggregate Monthly Interest for each Funding Tranche.

          (b) The Issuer agrees to pay, and the Issuer agrees to instruct the Servicer and the Trustee to pay, all amounts payable by it with respect to the VFN, this Note Purchase Agreement and the Series Supplement to the account designated by the applicable Purchaser.

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All such amounts shall be paid no later than 12:00 noon, New York City time, on the day when due as determined in accordance with this Note Purchase Agreement, the Indenture and the other Transaction Documents, in Dollars in immediately available funds.

          SECTION 2.06 Benefits of Indenture. The Issuer hereby acknowledges and confirms that each representation, warranty, covenant and agreement made pursuant to the Indenture by the Issuer to the Trustee is (unless such representation, warranty, covenant or agreement specifically states otherwise) also made herein for the benefit and security of the Purchasers and the Funding Agent.

          SECTION 2.07 Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue or prepay any Funding Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Funding Tranche had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche for such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 and setting forth any amount or amounts that such Purchaser is entitled to receive pursuant to this Section 2.08 and the reasons therefor shall be delivered to the Issuer by the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three Business Days after receipt of notice thereof.

          SECTION 2.08 Illegality. Notwithstanding anything in this Note Purchase Agreement or any other Transaction Document to the contrary, if, after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law), shall make it unlawful for any Purchaser (or its liquidity and credit support providers, if applicable) to acquire or maintain a Funding Tranche by reference to the Eurodollar Rate as contemplated by this Note Purchase Agreement (or the applicable Asset Purchase Agreement), (i) the Funding Agent on behalf of such Purchaser (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) shall, within forty-five (45) days after receiving actual knowledge thereof, deliver a certificate to the Issuer (with a copy to the applicable Funding Agent) setting forth the basis for such illegality, which certificate shall be

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conclusive absent manifest error, and (ii) such Purchaser’s portion of any Funding Tranche maintained by reference to the Eurodollar Rate then outstanding shall be converted automatically to a Funding Tranche maintained by reference to the Base Rate.

          SECTION 2.09 Inability to Determine Eurodollar Rate. If, prior to the first day of any Fixed Period relating to any Funding Tranche maintained by reference to the Eurodollar Rate:

     (1) the Funding Agent shall have determined (which determination in the absence of manifest error shall be conclusive and binding upon the Issuer) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Fixed Period; or

     (2) the Funding Agent shall have received notice from one or more Purchasers (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) that the Eurodollar Rate determined or to be determined for such Fixed Period will not adequately and fairly reflect the cost to such Purchasers (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) (as conclusively certified by such Person) of purchasing or maintaining their affected portions of such Funding Tranches during such Fixed Period;

then, in either such event, the Funding Agent shall give telecopy or telephonic notice thereof (confirmed in writing) to the Issuer as soon as practicable (but, in any event, within thirty (30) days after such determination or notice, as applicable) thereafter. Until such notice has been withdrawn by the Funding Agent, no further Funding Tranches shall be funded or maintained at the Eurodollar Rate. The Funding Agent agrees to withdraw any such notice as soon as reasonably practicable after the Funding Agent is notified of a change in circumstances which makes such notice inapplicable.

          SECTION 2.10 Fees. The Issuer shall pay to the Funding Agent for the benefit of the applicable Purchasers as and when due and in accordance with the provisions for payment set forth in Article 5 of the Series Supplement, each of the fees specified in the Fee Letter.

ARTICLE III

CLOSING

          SECTION 3.01 Closing. The closing (the “Closing”) of the purchase and sale of the VFN shall take place on or about 10:00 a.m. on November 18, 2005, or if the conditions to closing set forth in Article IV of this Note Purchase Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein as the “Closing Date”).

          SECTION 3.02 Transactions to be Effected at the Closing. At the Closing (a) the Funding Agent will (to the extent received from the Purchasers) deliver to the Issuer funds in an

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amount equal to the Initial Purchase Price by wire transfer of immediately available funds to a bank account designated by the Issuer to the Funding Agent at least two Business Days prior to the Closing Date; and (b) the Issuer shall deliver the VFN to the Funding Agent in satisfaction of the Issuer’s obligation to the Funding Agent hereunder.

ARTICLE IV

CONDITIONS PRECEDENT TO
PURCHASE ON THE CLOSING DATE

          The purchase by the Funding Agent on behalf of the Purchasers of the VFN is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived by the Funding Agent in its sole discretion):

          SECTION 4.01 Performance by Cofina Entities. All the terms, covenants, agreements and conditions of the Transaction Documents to which each Cofina Entity is a party to be complied with and performed by the Cofina Entities at or before the Closing shall have been complied with and performed in all material respects.

          SECTION 4.02 Representations and Warranties. Each of the representations and warranties of each Cofina Entity made in the Transaction Documents to which it is a party shall be true and correct in all material respects as of the time of the Closing (except to the extent they expressly relate to an earlier or later time).

          SECTION 4.03 Corporate Documents. The Funding Agent shall have received copies of the (i) certificate of incorporation or certificate of formation, as applicable, good standing certificate and by-laws or limited liability company agreement, as applicable, of each Cofina Entity, (ii) board of directors resolutions or resolutions of the managing member, as applicable, of each Cofina Entity with respect to the Transaction Documents to which it is a party, and (iii) incumbency certificate of each Cofina Entity, each certified by appropriate corporate or limited liability company authorities.

          SECTION 4.04 Opinions of Counsel. The Funding Agent shall have received favorable opinions from counsel to the Sellers, the Servicer and the Issuer dated as of the Closing Date and reasonably satisfactory in form and substance to the Funding Agent and its counsel, as to such matters as the Funding Agent and its counsel may reasonably request.

          SECTION 4.05 Reports. The Funding Agent shall have received a copy of the most recent Monthly Servicer Report prior to Closing.

          SECTION 4.06 Financing Statements. The Funding Agent shall have received evidence satisfactory to it of the completion of all recordings, registrations, notices and filings as may be necessary or, in the opinion of the Funding Agent, desirable to perfect or evidence the sale and assignment by each Seller to the Issuer of their respective ownership interests in the Receivables, Related Security and other collateral in the Trust Estate and the proceeds thereof and the security interest granted to the Trustee for the benefit of the Secured Parties pursuant to the granting clauses of the Indenture:

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          SECTION 4.07 Documents. The Funding Agent shall have received a duly executed counterpart of each of the Transaction Documents and each and every document or certification delivered by any party in connection with any of such agreements, and each such document shall be in full force and effect.

          SECTION 4.08 VFN. The Funding Agent shall have received an executed VFN being purchased by the Purchasers, registered in the name of the Funding Agent, as agent for the Purchasers.

          SECTION 4.09 No Actions or Proceedings. No action, suit, proceeding or investigation by or before any Official Body shall have been instituted to restrain or prohibit the consummation of, or to invalidate, the transactions contemplated by the Transaction Documents and the documents related thereto in any material respect.

          SECTION 4.10 Approvals and Consents. All Governmental Actions of all Official Bodies required with respect to the transactions contemplated by the Transaction Documents and the other documents related thereto shall have been obtained or made.

          SECTION 4.11 Officer’s Certificates. The Funding Agent shall have received a certificate of a Responsible Officer from each Cofina Entity (each, an “Officer’s Certificate”) in form and substance reasonably satisfactory to the Funding Agent and its counsel, dated as of the Closing Date, certifying as to the satisfaction of the conditions set forth in Sections 4.01 and 4.02 with respect to such Cofina Entity.

          SECTION 4.12 Accounts. The Funding Agent shall have received evidence that the Collection Account, Series 2005-B Settlement Account and the Spread Maintenance Account have been established in accordance with the terms of the Indenture.

          SECTION 4.13 Expenses. Costs and expenses of the Funding Agent and the Purchasers accrued and payable under Section 8.04, including all accrued attorneys’ fees and expenses shall have been paid.

          SECTION 4.14 Liens. The Funding Agent shall have received UCC search reports showing that no Liens exist on the Receivables, Related Security or any other assets or collateral in the Trust Estate, other than (i) Liens in favor of (or appropriately assigned to) the Trustee, (ii) Permitted Encumbrances, and (iii)  Liens for which releases or acceptable assignments or other amendments have been delivered to the Trustee.

          SECTION 4.15 Other Documents. The Cofina Entities shall have furnished to the Funding Agent such other information, certificates and documents as the Funding Agent may reasonably request.

          SECTION 4.16 Payment of Fees. The fees due on the Closing Date (as specified in the Fee Letter) shall have been paid.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

          SECTION 5.01 Representations and Warranties of the Issuer. The representations and warranties made by the Issuer in the other Transaction Documents are hereby remade by the Issuer on each date to which they are made in such Transaction Documents as if such representations and warranties were set forth herein. For purposes of this Section 5.01, such representations and warranties are incorporated by reference herein in their entirety.

          SECTION 5.02 Reaffirmation of Representations and Warranties by the Issuer. On the Closing Date and on each day that an Increase is made hereunder, the Issuer, by accepting the proceeds thereof, shall be deemed to have certified that all of its representations and warranties contained in the Transaction Documents are true and correct on and as of such day as though made on and as of such day (except to the extent they relate to an earlier date or later time, and then as of such earlier date or later time).

ARTICLE VI

REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO THE FUNDING AGENT AND THE PURCHASERS

          The Funding Agent and each Purchaser hereby makes with respect to itself the following representations and warranties to the Issuer on which the Issuer shall rely in entering into this Note Purchase Agreement:

          SECTION 6.01 Securities Laws; Transfer Restrictions. The Funding Agent and each of the Purchasers represents and warrants to the Issuer, as of the date hereof (or as of a subsequent date on which a successor or assign of any Purchaser shall become a party hereto), and agrees that:

          (a) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and it is able and prepared to bear the economic risk of investing in, the VFN;

          (b) it is purchasing the VFN for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (a) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution;

          (c) it understands that (i) the VFN has not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act, (ii) the Issuer is not required to so register or qualify the VFN, and (iii) the VFN may be resold, pledged or otherwise transferred only (A) to the Issuer, (B) to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act)

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in a transaction meeting the requirements of Rule 144A under the Securities Act, or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act, in each case in accordance with the provisions of the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction;

          (d) it understands that upon original issuance thereof, and until such time as the same may no longer be required under the applicable requirements of the Securities Act, the certificate evidencing the VFN (and all securities issued in exchange therefor or substitution thereof) shall bear a restrictive legend substantially in the form set forth in the form of VFN included as an exhibit to the Series Supplement; and

          (e) it will obtain from any transferee of the VFN (or any interest therein) substantially the same representations, warranties and agreements contained in this Section 6.01.

          SECTION 6.02 Enforceability. This Note Purchase Agreement has been duly authorized, executed and delivered by each Purchaser and the Funding Agent, and is the valid and legally binding obligation of such Person, enforceable against such Person in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

ARTICLE VII

COVENANTS

          SECTION 7.01 Covenants. The Issuer hereby covenants that, until the termination of the Transaction Documents, unless the Purchasers shall otherwise consent in writing:

          (a) Monthly Noteholders’ Statement; Notice of Adverse Effect. The Issuer will cause each Monthly Noteholders’ Statement pertaining to the Series Supplement to be delivered to each Purchaser, contemporaneously with the delivery thereof to the Trustee.

          (b) Notice of Default. As soon as possible, and in any event within one (1) day after the occurrence thereof, the Issuer shall (or shall cause the Servicer to) give each Purchaser written notice of each Early Amortization Event, Potential Early Amortization Event, Default, Event of Default or Servicer Default.

          (c) Further Assurances. The Issuer agrees to take any and all acts and to create any and all further instruments necessary or reasonably requested by the Funding Agent to fully effect the purposes of this Note Purchase Agreement.

          (d) Notice of Modifications to Transaction Documents and Credit Manual. The Issuer shall (or shall cause the Servicer to) give the Funding Agent and each Purchaser written notice of any proposed amendment, modification or waiver of any provision of the Transaction Documents. In addition, the Issuer shall not amend (or consent to the amendment of) the Credit Manual without the prior written consent of the Funding Agent.

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          (e) Expenses. Whether or not the Closing takes place, except as otherwise expressly provided herein or in the Fee Letter, all reasonable costs and expenses incurred by the Purchasers or the Funding Agent in connection with this Note Purchase Agreement and the transactions contemplated hereby shall be paid by the Issuer.

          SECTION 7.02 Incorporation. The covenants of the Issuer in the other Transaction Documents are hereby incorporated herein in their entirety and the Issuer hereby covenants and agrees to perform such covenants as though such covenants were set forth in full herein.

ARTICLE VIII

INDEMNIFICATION

          SECTION 8.01 Indemnification. Without limiting any other rights which the Funding Agent or the Purchasers may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Issuer Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Note Purchase Agreement, the other Transaction Documents, the ownership, either directly or indirectly, of any interest in the VFN or any of the other transactions contemplated hereby or thereby, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party. Without limiting the generality of the foregoing, and subject to the exclusions set forth in the preceding sentence, the Issuer shall indemnify each Indemnified Party for Issuer Indemnified Amounts relating to or resulting from:

          (a) any representation or warranty made by the Issuer under this Note Purchase Agreement, in any of the other Transaction Documents, in any Monthly Servicer Report or in any other written information or report delivered by the Issuer pursuant hereto or thereto, which shall have been false or incorrect in any respect when made or deemed made;

          (b) the failure by the Issuer to comply with any applicable Requirement of Law with respect to any portion of the Trust Estate, or the nonconformity of any portion of the Trust Estate with any applicable Requirement of Law;

          (c) any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Loan not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms);

          (d) the failure by the Issuer to comply with any term, provision or covenant contained in this Note Purchase Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties under the Trust Estate;

          (e) the failure of the Issuer to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any portion of the Trust Estate;

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          (f) any reduction in the aggregate outstanding principal balance of the VFN or any Funding Tranche with respect to any Purchaser as a result of the distribution of Collections pursuant to Article V of the Indenture and/or the Series Supplement, if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason;

          (g) the commingling by the Issuer of Collections at any time with other funds;

          (h) any investigation, litigation or proceeding related to this Note Purchase Agreement, any of the other Transaction Documents, the use of proceeds by the Issuer, the ownership directly or indirectly of the VFN or any interest in the Trust Estate;

          (i) any failure of the Issuer to give reasonably equivalent value to any Seller in consideration of the purchase by the Issuer from such Seller of any Receivable, or any attempt by any Person to void, rescind or set aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code;

          (j) any action taken by the Issuer in the enforcement or collection of any portion of the Trust Estate;

          (k) the failure of any Receivable included in any Monthly Servicer Report or other periodic report as an Eligible Receivable for purposes of any calculation based on Eligible Receivables or otherwise to be an Eligible Receivable at the time of such calculation;

          (l) the failure to vest in the Trustee (for the benefit of the Purchasers and the other Secured Parties) (i) to the extent the perfection of a security interest in such property is governed by the UCC, a valid and enforceable first priority perfected security interest in such Receivables, Related Security and other related rights or (ii) if the perfection of such security interest is not governed by the UCC, a valid and enforceable lien or security interest in such Receivables, Related Security and other related rights, in each case, free and clear of any Adverse Claim; or

          (m) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the Receivables, Related Security and other related rights transferred or purported to be transferred hereunder whether at the time of any purchase or at any subsequent time.

     If for any reason the indemnification provided in this Section 8.01 is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless for the Issuer Indemnified Amounts, then the indemnifying party shall (subject to the exclusions set forth in the first sentence of this Section 8.01) contribute to the maximum amount payable or paid to such Indemnified Party as a result of the applicable claim, damage, expense, loss or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the indemnifying party on the other hand, but also the relative fault of such Indemnified Party (if any) and the indemnifying party and any other relevant equitable considerations. The parties hereto acknowledge and agree that all amounts

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payable under this Section 8.01 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          SECTION 8.02 Indemnity for Reserves and Expenses. (a)  If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:

          (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) or shall impose on any Affected Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or

          (ii) imposes upon any Affected Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents,

and the result of any of the foregoing is to increase the cost to such Affected Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Party to be material, then, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

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          (b) If any Affected Party shall have determined that after the Closing Date, the adoption of any applicable law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, the effect of reducing the rate of return on capital of such Affected Party as a consequence of such Affected Party’s obligations hereunder or with respect hereto to a level below that which such Affected Party could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.2(b). In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          SECTION 8.03 Indemnity for Taxes. (a)  All payments made by the Issuer to the Funding Agent for the benefit of the Purchasers under this Note Purchase Agreement or any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future stamp or similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Funding Agent or any other Affected Party, in each case imposed by any jurisdiction under the laws of which the Funding Agent or such Affected Party is organized or any political subdivision or taxing authority thereof or therein (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”). If any such Taxes are required to be withheld from any amounts payable to the Funding Agent or any Affected Party hereunder, the amounts so payable to the Funding Agent or such Affected Party shall be increased to the extent necessary to yield to the Funding Agent or such Affected Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer shall indemnify the Funding Agent or any such Affected Party for the full amount of any such Taxes on the first Settlement Date which is not less than ten (10) days after the date of written demand therefor by the Funding Agent.

          (b) Each Affected Party that is a Non-United States Person shall:

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          (i) deliver to the Issuer and the Funding Agent two duly completed copies of IRS Form W-8 BEN or Form W-8 ECI, or successor applicable form, as the case may be;

          (ii) deliver to the Issuer and the Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Issuer; and

          (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer or the Funding Agent;

unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, renders all such forms inapplicable or which, regardless of the identity of the Affected Party, would prevent such Affected Party from duly completing and delivering any such form with respect to it, and such Affected Party so advises the Issuer and the Funding Agent. Each such Affected Party so organized shall certify in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as the case may be), (i) it is entitled to receive all payments hereunder without deduction or withholding for or on account of any United States federal Taxes and (ii) it is permitted to take the actions described in the preceding sentence under the laws and any applicable double taxation treaties of the jurisdiction of its head office or any booking office used in connection with this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement form.

          (c) Limitations. Each Affected Party agrees to use reasonable efforts to mitigate the imposition of any Taxes referred to in this Section 8.03, including changing the office of such Affected Party from which any Funding Tranche (or portion thereof) funded or maintained by such Affected Party or this Note Purchase Agreement is booked; provided that such reasonable efforts would not be disadvantageous to such Affected Party or result in the imposition of any additional Taxes upon such Affected Party or cause such Affected Party, in its good faith judgment, to violate one or more of its policies in order to avoid such imposition of Taxes. The parties hereto acknowledge and agree that all amounts payable under this Section 8.03 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

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          SECTION 8.04 Other Costs, Expenses and Related Matters. (a)  The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold the Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent and/or the Purchasers) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust Estate) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Funding Agent’s or such Purchaser’s enforcement or preservation of rights (including the perfection and protection of the Purchasers’ interest in the Trust Estate under this Note Purchase Agreement and the other Transaction Documents), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          (b) The Funding Agent will notify the Issuer and the Servicer in writing of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods.

          (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the future.

ARTICLE IX

THE FUNDING AGENT

          SECTION 9.01 Authorization and Action. Each Purchaser hereby accepts the appointment of and authorizes the Funding Agent to take such action as agent on its behalf and to exercise such powers as are delegated to the Funding Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Purchasers hereby authorize the Funding

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Agent, in its sole discretion, to take any actions and exercise any rights or remedies under this Note Purchase Agreement and any permitted related agreements and documents. Except for actions which the Funding Agent is expressly required to take pursuant to this Note Purchase Agreement or the applicable Asset Purchase Agreement, the Funding Agent shall not be required to take any action which exposes the Funding Agent to personal liability or which is contrary to applicable law unless the Funding Agent shall receive further assurances to its satisfaction from the Purchasers of the indemnification obligations under Section 9.04 against any and all liability and expense which may be incurred in taking or continuing to take such action. The Funding Agent agrees to give to the Purchasers prompt notice of each notice and determination given to it by the Issuer, the Servicer or the Trustee, pursuant to the terms of this Note Purchase Agreement or the other Transaction Documents. Subject to Section 9.06, the appointment and authority of the Funding Agent hereunder shall terminate upon the later of (i) the payment to (a) the Purchasers of all amounts owing to the Purchasers hereunder and (b) the Funding Agent of all amounts due hereunder and (ii) the Series 2005-B Termination Date.

          SECTION 9.02 Funding Agent’s Reliance, Etc. Neither the Funding Agent nor any of its directors, officers, agents who are natural persons or employees shall be liable for any action taken or omitted to be taken by it or them as Funding Agent under or in connection with this Note Purchase Agreement or any related agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Funding Agent: (i) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to the Purchasers and shall not be responsible to the Purchasers for any statements, warranties or representations made by any other Person in connection with any Transaction Document; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Transaction Document on the part of any Person or to inspect the property (including the books and records) of any Person; (iv) shall not be responsible to any Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of any Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

          SECTION 9.03 Funding Agent and Affiliates. The Funding Agent and its respective Affiliates may generally engage in any kind of business with the Issuer, the Servicer, any Obligor, any of their respective Affiliates and any Person who may do business with or own securities of the Issuer, any Seller, the Servicer, any Obligor or any of their respective Affiliates, all as if such entities were not the Funding Agent and without any duty to account therefor to the Purchasers.

          SECTION 9.04 Indemnification. Each Purchaser (other than the Conduit Purchaser) severally agrees to indemnify the Funding Agent (to the extent not reimbursed by any Cofina Entity), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Funding Agent in any way

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relating to or arising out of any Transaction Document or any action taken or omitted by the Funding Agent under any Transaction Document; provided, that (i) no Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting or arising from the Funding Agent’s gross negligence or willful misconduct and (ii) no Purchaser shall be liable for any amount in respect of any compromise or settlement or any of the foregoing unless such compromise or settlement is approved by the majority of the Purchasers (other than the Conduit Purchaser) (based on Purchaser Percentages). Without limitation of the generality of the foregoing, each Purchaser (other than a Conduit Purchaser), agrees to reimburse the Funding Agent, promptly upon demand, for any reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by the Funding Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, any Transaction Document; provided, that no Purchaser shall be responsible for the costs and expenses of the Funding Agent in defending itself against any claim alleging the gross negligence or willful misconduct of the Funding Agent to the extent such gross negligence or willful misconduct is determined by a court of competent jurisdiction in a final and non-appealable decision.

          SECTION 9.05 Purchase Decision. Each Purchaser acknowledges that it has, independently and without reliance upon the Funding Agent, and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Note Purchase Agreement and to purchase an interest in the VFN. Each Purchaser also acknowledges that it will, independently and without reliance upon the Funding Agent or any of its Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Note Purchase Agreement or any related agreement, instrument or other document.

          SECTION 9.06 Successor Funding Agent. The Funding Agent may resign at any time by giving thirty (30) days’ written notice thereof to the Purchasers, the Issuer and the Trustee. Upon any such resignation, the Purchasers shall have the right to appoint a successor Funding Agent. If no successor Funding Agent shall have been so appointed and shall have accepted such appointment, within thirty days after the retiring Funding Agent’s giving of notice of resignation, then the retiring Funding Agent may, on behalf of the Purchasers, appoint a successor Funding Agent. Upon the acceptance of any appointment as Funding Agent hereunder by a successor Funding Agent, such successor Funding Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Funding Agent, and the retiring Funding Agent shall be discharged from its duties and obligations under this Note Purchase Agreement and the other Transaction Documents (other than obligations arising or to have been performed prior to such retirement). After any retiring Funding Agent’s resignation hereunder as Funding Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Funding Agent under this Note Purchase Agreement and the other Transaction Documents.

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ARTICLE X

MISCELLANEOUS

          SECTION 10.01 Amendments. No amendment or waiver of any provision of this Note Purchase Agreement shall in any event be effective unless the same shall be signed by each of the parties hereto, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

          SECTION 10.02 Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and mailed, telefaxed (receipt confirmed) or hand delivered, as to each party hereto, at its address set forth in Schedule I hereto or at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and communications shall be effective upon receipt by the addressee.

          SECTION 10.03 No Waiver; Remedies. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

          SECTION 10.04 Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding on the parties hereto and their respective successors and assigns; provided, however, that the Issuer may not assign any of its rights or delegate any of its duties hereunder or under any of the other Transaction Documents to which it is a party without the prior written consent of the Funding Agent. No provision of this Note Purchase Agreement or any other Transaction Document shall in any manner restrict the ability of any Purchaser to assign, participate, grant security interests in, or otherwise transfer any portion of its interest in the VFN (and its rights to receive any payments in respect thereof, including in connection with any collateral securing payment with respect to such VFN); provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture; provided, further, that unless otherwise consented to by the Issuer, such transferee, participant or assignee shall have executed and delivered to the Issuer, the Trustee and the Funding Agent a Transfer Supplement (as defined in subsection (b) below), with such changes as shall be reasonably acceptable to the Issuer. Without limiting the foregoing, any Conduit Purchaser may, in one or a series of transactions, transfer all or any portion of its interest in the VFN, and its rights and obligations under the Transaction Documents to a Conduit Assignee, a Committed Purchaser or any bank or other financial institution providing liquidity or credit support to the Conduit Purchaser under the Asset Purchase Agreement.

          (b) Each Committed Purchaser may assign to one or more Persons (each an “Assignee Committed Purchaser”), reasonably acceptable to the Issuer and the Funding Agent a portion of such Purchaser’s commitment in respect of its Purchaser Percentage of the Maximum Funded Amount (for each such Purchaser, the “Commitment”) pursuant to a supplement hereto, substantially in the form of Exhibit C with any changes as have been approved by the parties thereto (a “Transfer Supplement”), executed by each such Assignee Committed Purchaser, the

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assignor Committed Purchaser, and the Funding Agent; provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture. Any such assignment by a Committed Purchaser pursuant to this paragraph cannot be for an amount less than $10,000,000. Upon (i) the execution of the Transfer Supplement, (ii) delivery of an executed copy thereof to the Issuer and the Funding Agent and (iii) solely to the extent such assignor Committed Purchaser has any portion of the Aggregate Purchaser Funded Amount outstanding, payment by the Assignee Committed Purchaser to the assignor Committed Purchaser of the agreed purchase price, such assignor Committed Purchaser shall be released from its obligations hereunder to the extent of such assignment and such Assignee Committed Purchaser shall for all purposes herein be a Committed Purchaser party hereto and shall have all the rights and obligations of a Committed Purchaser hereunder to the same extent as if it were an original party hereto. The amount of the Commitment of the assignor Committed Purchaser allocable to such Assignee Committed Purchaser shall be equal to the amount of the portion of the Commitment of the assignor Committed Purchaser transferred, regardless of the purchase price paid therefor. The Transfer Supplement shall be an amendment hereof only to the extent necessary to reflect the addition of such Assignee Committed Purchaser as an “Committed Purchaser” and any resulting adjustment of the assignor Committed Purchaser’s Commitment.

          (c) Any Purchaser may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more Persons (each, a “Participant”) participating interests in all or a portion of its rights and obligations under this Note Purchase Agreements; provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture. Notwithstanding any such sale by a Purchaser of participating interests to a Participant, such Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and the other parties hereto shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Note Purchase Agreement. Each Participant shall be entitled to the benefits of Article VIII; provided, however, that all amounts payable to any such Participant shall be limited to the amounts which would have been payable to the Purchaser selling such participating interest had such interest not been sold.

          (d) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the VFN or hereunder shall have been paid in full.

          SECTION 10.05 Confidentiality. The Issuer shall maintain, and shall cause each officer, employee and agent of itself and its Affiliates to maintain, the confidentiality of the Transaction Documents and all other confidential proprietary information with respect to the Funding Agent and the Purchasers and each of their respective businesses obtained by them in connection with the structuring, negotiation and execution of the transactions contemplated herein and in the other Transaction Documents, except for information that has become publicly available or information disclosed (i) to legal counsel, accountants and other professional advisors to the Issuer and its Affiliates, (ii) as required by law, regulation, the requirements of the any self-regulating organization such as a stock exchange or legal process or (iii) in

25

connection with any legal or regulatory proceeding to which the Issuer or any of its Affiliates is subject; it being understood, that solely with respect to the Base Indenture, the Issuer may distribute such Base Indenture to the holders of any Notes issued pursuant thereto from time to time. The Issuer hereby consents to the disclosure of any nonpublic information with respect to it received by the Funding Agent or any Purchaser from the Issuer or the Servicer to (i) any of the Purchasers or the Funding Agent, (ii) legal counsel, accountants and other professional advisors to the Funding Agent, the Purchasers or their Affiliates, (iii) as required by law, regulation or legal process, (iv) in connection with any legal or regulatory proceeding to which the Funding Agent, any Purchaser or any of their Affiliates is subject, (v) any nationally recognized rating agency providing a rating or proposing to provide a rating to the Conduit Purchasers’ Commercial Paper or the VFN, (vi) any placement agent which proposes herein to offer and sell the Conduit Purchasers’ Commercial Paper, (vii) any provider of the Conduit Purchasers’ program-wide liquidity or credit support facilities, (viii) any potential Committed Purchaser or (ix) any participant or potential participant of the Commitment of any Committed Purchaser, the Trustee, any Enhancement Provider, any Secured Party, or any liquidity or credit support provider of a Conduit Purchaser; provided, that the Funding Agent and the Purchasers, as the case may be, shall advise any such recipient of information that the information they receive is nonpublic information and may not be disclosed or used for any other purposes other than that for which it is disclosed to such recipient without the prior written consent of the Issuer.

          SECTION 10.06 GOVERNING LAW; JURISDICTION. THIS NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS. EACH OF THE PARTIES TO THIS NOTE PURCHASE AGREEMENT HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

          SECTION 10.07 Wavier of Trial by Jury. To the extent permitted by applicable law, each of the parties hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim arising out of or in connection with this Note Purchase Agreement or any matter arising hereunder.

          SECTION 10.08 No Proceedings. The Issuer agrees that so long as any indebtedness of the Conduit Purchaser shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any indebtedness of the Conduit Purchaser shall have been outstanding, it shall not file, or join in the filing of, a petition against such Conduit Purchaser under the Federal Bankruptcy Code, or join in the commencement of any bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar proceeding against the Conduit Purchaser.

26

          SECTION 10.09 Execution in Counterparts. This Note Purchase Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

          SECTION 10.10 No Recourse. Notwithstanding anything to the contrary contained herein, the obligations of the Purchasers under this Note Purchase Agreement are solely the corporate obligations of the Purchasers and, in the case of obligations of the Conduit Purchaser other than Commercial Paper, shall be payable at such time as funds are actually received by, or are available to, the Conduit Purchaser in excess of funds necessary to pay in full all outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against the Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper.

     No recourse under any obligation, covenant or agreement of the Conduit Purchaser contained in this Note Purchase Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of the Conduit Purchaser (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Note Purchase Agreement is solely a corporate obligation of the Conduit Purchaser, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Conduit Purchaser (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Conduit Purchaser contained in this Note Purchase Agreement, or implied therefrom, and that any and all personal liability for breaches by the Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Note Purchase Agreement; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken by them.

          SECTION 10.11 Survival. All representations, warranties, covenants, guaranties and indemnifications contained in this Note Purchase Agreement, and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the sale, transfer or repayment of the VFN.

          SECTION 10.12 Funding Instructions. The Issuer hereby instructs the Funding Agent to wire the funds associated with the acquisition of the Note hereunder, first to the holder of that certain $200,000,000 Cofina Variable Funding Asset-Backed Note, Series 2005-A, in an amount equal to all amounts due and owing by the Issuer thereunder, and second, to the Issuer in accordance with the written instructions provided by the Issuer therefor.

27

     IN WITNESS WHEREOF, the parties have caused this Note Purchase Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

COFINA FUNDING, LLC, as Issuer,
By:
	Name:
	Title:
VENUS FUNDING CORPORATION,
as Conduit Purchaser
By:
	Name:
	Title:
BANK HAPOALIM B.M.,
as Funding Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
BANK HAPOALIM B.M.,
as a Committed Purchaser
By:
	Name:
	Title:
By:
	Name:
	Title:
	Purchaser Percentage: 100%

Note Purchase Agreement

EXHIBIT A

Form of Notice of
Increase

1.	Proposed Increase Date:
2.	Amount of requested Increase (lesser of minimum amount of $                     or remaining Maximum Funded Amount)	$
3.	Purchase Price	$
4.	Remaining Maximum Funded Amount (after giving effect to the requested Increase)	$
5.	Certifications:

(a)

The representations and warranties of Cofina Funding, LLC ( the “Issuer”) in the Base Indenture dated as of October 10, 2005 (as amended) between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”); the Series 2005-B Supplement, dated as of November 18, 2005, between the Issuer and the Trustee; and the Note Purchase Agreement dated as of November 18, 2005 (the “Note Purchase Agreement”), among the Issuer, the Conduit Purchaser, the Funding Agent and the Committed Purchasers named therein, are true and correct in all material respects on the date hereof (except to the extent they expressly relate to an earlier or later time and then as of such earlier or later time).

(b)

The conditions to the Increase specified in Section 2.03 of the Note Purchase Agreement have been satisfied and will be satisfied as of the applicable Increase Date.

COFINA FUNDING, LLC, as Issuer
By
	Authorized Officer

Date of Notice:                     

EXHIBIT B

Series 2005-B Officer’s Certificate

     Cofina Funding, LLC (the “Issuer”), pursuant to Section 4.12 of the Note Purchase Agreement dated as of November 18, 2005 (the “Note Purchase Agreement”), among the Issuer, Venus Funding Corporation, as the Conduit Purchaser, Bank Hapoalim B.M., as Funding Agent and Bank Hapoalim B.M., as a Committed Purchaser, the Issuer hereby certifies that, to the best of its knowledge, after reasonable investigation: (a) all of the terms, covenants, agreements and conditions of the Transaction Documents to be complied with and performed by Issuer on or before the date hereof have been complied with and performed in all material respects; and (b) the representations and warranties of Issuer made in the Transaction Documents to which it is a party are true and correct in all material respects on and as of the date hereof (except to the extent they expressly relate to an earlier or later time and then as of such earlier or later time).

     Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Note Purchase Agreement.

     IN WITNESS WHEREOF, I have hereunto set my hand as of this                      day of                                         , 20                    .

COFINA FUNDING, LLC, as Issuer,
By:
	Name:
	Title:

SCHEDULE I

Addresses for Notices

If to:

Issuer:

Cofina Funding, LLC
5500 Cenex Drive
St. Paul, Minnesota 55077
Attention: Sharon Barber
Telephone: (651) 355-6974
Facsimile: (651) 451-4917

Funding Agent:

Bank Hapoalim
1777 Avenue of the Americas
New York, New York 10036
Attn: Brian W. James
Telephone: (212) 782-2343
Facsimile: (212) 782-2345

Committed Purchaser:

Bank Hapoalim
1777 Avenue of the Americas
New York, New York 10036
Attention: Brian W. James
Telephone: (212) 782-2343
Facsimile: (212) 782-2345

Conduit
Purchaser:

Venus Funding Corporation
c/o Bank Hapoalim
1777 Avenue of the Americas
New York, New York 10036

Attn: Brian W. James
Telephone: (212) 782-2343
Facsimile: (212) 782-2345

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS	1
SECTION 1.01 Certain Defined Terms	1
SECTION 1.02 Other Definitional Provisions	7
ARTICLE II PURCHASE AND SALE	8
SECTION 2.01 Purchase and Sale of the VFN	8
SECTION 2.02 Initial Purchase Price	8
SECTION 2.03 Increases	8
SECTION 2.04 Extension of Purchase Expiration Date	9
SECTION 2.06 Calculation of Monthly Interest	10
SECTION 2.07 Benefits of Indenture	10
SECTION 2.08 Broken Funding	10
SECTION 2.09 Illegality	11
SECTION 2.10 Inability to Determine Eurodollar Rate	11
SECTION 2.11 Fees	12
ARTICLE III CLOSING	12
SECTION 3.01 Closing	12
SECTION 3.02 Transactions to be Effected at the Closing	12
ARTICLE IV CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE	12
SECTION 4.01 Performance by Cofina Entities	13
SECTION 4.02 Representations and Warranties	13
SECTION 4.03 Corporate Documents	13
SECTION 4.04 Opinions of Counsel	13
SECTION 4.05 Reports	13
SECTION 4.06 Financing Statements	13
SECTION 4.07 Documents	13
SECTION 4.08 VFN	13
SECTION 4.09 No Actions or Proceedings	13
SECTION 4.10 Approvals and Consents	14
SECTION 4.11 Officer’s Certificates	14
SECTION 4.12 Accounts	14
SECTION 4.13 Expenses	14

i

TABLE OF CONTENTS
(continued)

	Page
SECTION 4.14 Liens		14
SECTION 4.15 Other Documents		14
SECTION 4.16 Payment of Fees		14
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ISSUER		14
SECTION 5.01 Representations and Warranties of the Issuer		14
SECTION 5.02 Reaffirmation of Representations and Warranties by the Issuer		14
ARTICLE VI REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE FUNDING AGENT AND THE PURCHASERS		15
SECTION 6.01 Securities Laws; Transfer Restrictions		15
SECTION 6.02 Enforceability		16
ARTICLE VII COVENANTS		16
SECTION 7.01 Covenants		16
SECTION 7.02 Incorporation		16
ARTICLE VIII INDEMNIFICATION		17
SECTION 8.01 Indemnification		17
SECTION 8.02 Indemnity for Reserves and Expenses		18
SECTION 8.03 Indemnity for Taxes		20
SECTION 8.04 Other Costs, Expenses and Related Matters		21
ARTICLE IX THE FUNDING AGENT		22
SECTION 9.01 Authorization and Action		22
SECTION 9.02 Funding Agent’s Reliance, Etc		23
SECTION 9.03 Funding Agent and Affiliates		23
SECTION 9.04 Indemnification		23
SECTION 9.05 Purchase Decision		24
SECTION 9.06 Successor Funding Agent		24
ARTICLE X MISCELLANEOUS		24
SECTION 10.01 Amendments		24
SECTION 10.02 Notices		25
SECTION 10.03 No Waiver; Remedies		25
SECTION 10.04 Binding Effect; Assignability		25
SECTION 10.05 Confidentiality		26

ii

TABLE OF CONTENTS
(continued)

	Page
SECTION 10.06 GOVERNING LAW; JURISDICTION		27
SECTION 10.07 Wavier of Trial by Jury		27
SECTION 10.08 No Proceedings		27
SECTION 10.09 Execution in Counterparts		27
SECTION 10.10 No Recourse		27
SECTION 10.11 Survival		28
SECTION 10.12 Funding Instructions		28

EXHIBIT A	Form of Notice of Increase
EXHIBIT B	Series 2005-B Officer’s Certificate
EXHIBIT C	Form of Transfer Supplement
SCHEDULE I	Addresses for Notices

iii

EX-10.13

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

     THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is executed as of November 6, 2008 (the “Effective Date”) among Cofina Funding, LLC (the “Issuer”), Venus Funding Corporation (the “Conduit Purchaser”) and Bank Hapoalim B.M., as the Funding Agent (in such capacity, the “Funding Agent”) and as a Committed Purchaser (in such capacity, the “Committed Purchaser”).

Background

     1. The parties hereto are parties to that certain Note Purchase Agreement dated as of November 18, 2005 (as amended, the “Agreement”); and

     2. The parties hereto desire to amend the Agreement as hereinafter set forth.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Agreement

     In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

          1. Certain Defined Terms. Capitalized terms that are used herein without definition and that are defined in the Agreement shall have the same meanings herein as in the Agreement.

          2. Amendment to Agreement. The Agreement is hereby amended as follows:

     2.1 Subclause (a) of clause (x) of the definition of “VFN Interest Component” is hereby amended and restated in its entirety as follows:

     “(a) to the extent the Conduit Purchaser is funding such Funding Tranche during such period through the issuance of Commercial Paper, the CP Rate”

          3. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein.

          4. Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Liquidity Agent of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the other parties hereto.

          5. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

          6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to any otherwise applicable principles of conflicts of law.

          7. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this amendment or the Agreement or any provision hereof or thereof.

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

2

     IN WITNESS WHEREOF, this Amendment has been duly signed by the parties as of the date set forth above.

COFINA FUNDING, LLC, as the Issuer
By:
	Name:
	Title:

[signatures continue on the following page]

Amendment to Note Purchase Agreement

S-1

VENUS FUNDING CORPORATION, as the Conduit Purchaser
By:
	Name:
	Title:
BANK HAPOALIM B.M., as Funding Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
BANK HAPOALIM B.M., as the Committed Purchaser
By:
	Name:
	Title:
By:
	Name:
	Title:

Amendment to Note Purchase Agreement

S-2

EX-10.14

EXECUTION COPY

OMNIBUS AMENDMENT AND AGREEMENT

THIS OMNIBUS AMENDMENT. dated as of May 11, 2007 (this “Amendment”), is entered into by and among Cofina Funding, LLC (the “Issuer”), Cofina Financial. LLC (the “Servicer’’). Bank Hapoalim B.M. (the “Funding Agent”) and U.S. Bank National Association. as Trustee (in such capacity, the “Trustee”) and as Custodian (in such capacity, the “Custodian”), in each of the capacities in which they appear in the Agreements (defined below). Capitalized terms used but not defined herein have the meanings provided in the Indenture (defined below).

RECITALS

     A. Reference is hereby made to (i) that certain Base Indenture, dated as of August 10. 2005 (the “Base Indenture”). between the Issuer and the Trustee. and that certain Series 2005-B Supplement, dated as of November 18. 2005 (the “Series 2005-B Supplement” and together with the Base Indenture. the “Indenture”), and (ii) that certain Note Purchase Agreement, dated as of November 18. 2005 (the “Note Purchase Agreement”). by and among the Issuer. the Funding Agent and the financial institutions from time to time party thereto as Committed Purchasers (collectively, the documents referred to in clauses (i) and (ii) above. the “AL’’reements”).

     B. The parties to the Agreements desire to enter into this Amendment to increase the maximum facility amount available to the Issuer under the Agreements.

          1 Amendment to Agreements. The “Maximum Funded Amount” (as defined in the Note Purchase Agreement). the “Maximum Principal Amount” (as defined in the Series 2005-B Supplement). the maximum aggregate principal amount of the Cofina Variable Funding Asset-Backed Note. Series 2005-B. and any similar references or definitions in the Agreements shall be increased from $200,000,000.00 to $204.000.000.00, provided, that from the date hereof to September 10. 2007, the “Maximum Funded Amount.” the “Maximum Principal Amount.” the maximum aggregate principal amount of the Cofna Variable Funding Asset-Backed Note. Series 2005-B, and any similar references or definitions in the Agreements shall be $ 306,000,000.00.

          2. Covenants. The Issuer hereby covenants and agrees. on or prior to the date hereof. to execute and deliver a new Note in the amount of $306,000.000.00 to the Funding Agent. The Funding Agent hereby covenants and agrees that. upon receipt of the executed Note for $306.000,000.00, it shall promptly destroy the prior executed Note in the amount of S200.000,000.00.

          3. Conditions Precedent. This Amendment shall become effective as of the date hereof when the Funding Agent shall have received an original counterpart (or counterparts)

of this Amendment. executed and delivered by each of the parties hereto. or other evidence satisfactory to the Funding Agent of the execution and delivery of this Amendment by such parties.

          4. Reaffirmation of Covenants. Representations and Warranties. Upon the effectiveness of this Amendment, each of the Issuer and the Servicer hereby reaffirms all covenants, representations and warranties made in the Agreements and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment (except for such representations and warranties that are limited by their terms to an earlier date, in which case such representations and warranties shall speak of such date).

          5. Representations and Warranties. Each of the Issuer and the Servicer hereby represents and warrants that (1) this Amendment constitutes a legal. valid and binding obligation of such Person, enforceable against it in accordance with its terms, and (ii) upon the effectiveness of this Amendment, no Event of Default shall exist under the Agreements.

          6. Effect of Amendment. Except as expressly amended and modified by this Amendment. all provisions of the Agreements shall remain in full force and effect. After this Amendment becomes effective, all references in each of the Agreements to “this Agreement”. “hereof”. “herein”, or words of similar effect referring to such Agreement shall be deemed to be references to the applicable Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive. amend or supplement any provision of the Agreements other than as set forth herein.

          7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts. and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

          8. Governing Law. This Amendment shall be governed by, and construed in accordance with the law of the State of New York (without reference to its conflict of law provisions other than Section 5-1401 of the New York General Obligations Law).

          9. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment, or the Agreements or any provision hereof or thereof.

          10. Authorization/Direction. Pursuant to the Indenture, the Issuer hereby authorizes 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 be executed by their respective officers thereunto duly authorized, as of the 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:

EX-10.15

OMNIBUS AMENDMENT AND AGREEMENT

THIS OMNIBUS AMENDMENT No. 2, dated as of October 1, 2007 (this “Amendment No. 2”), is entered into by and among Cofina Funding, LLC (the “Issuer”), Cofina Financial, LLC (the “Servicer” , Bank Hapoalim B.M. (the “Funding Agent”) and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”) and as Custodian (in such capacity, the “Custodian”), in each of the capacities in which they appear in the Agreements (defined below). Capitalized terms used but not defined herein have the meanings provided in the Indenture (defined below).

RECITALS

A. Reference is hereby made to (i) that certain Base Indenture, dated as of August 10, 2005 (the “Base Indenture”), between the Issuer and the Trustee, and that certain Series 2005-B Supplement, dated as of November 18, 2005 (the “Series 2005-B Supplement”) and together with the Base Indenture, the “Indenture”), (ii) that certain Note Purchase Agreement, dated as of November 18, 2005 (the “Note Purchase Agreement”), by and among the Issuer, the Funding Agent and the financial institutions from time to time party thereto as Committed Purchasers and (iii) that certain Omnibus Amendment, dated as of May 11,2007 (the “First Omnibus Amendment”), by and among the Issuer, the Servicer, the Funding Agent, the Trustee and the Custodian (collectively, the documents referred to in clauses (i) (ii) and (iii) above, the “Agreements”).

B. The parties to the Agreements desire to enter into this Amendment No.2 to increase the maximum facility amount available to the Issuer during certain months as designated by the Issuer under the Agreements.

1. Amendment to Agreements. The “Maximum Funded Amount” (as defined in the Note Purchase Agreement), the “Maximum Principal Amount” (as defined in the Series 2005-B Supplement), the maximum aggregate principal amount of the Cofina Variable Funding Asset-Backed Note, Series 2005-B, and any similar references or definitions in the Agreements shall be $204,000,000.00, provided, that during certain selected calendar months between the date hereof and September 30, 2008 (The “Annual Term”), the “Maximum Funded Amount,” the “Maximum Principal Amount”, “the maximum aggregate principal amount of the Cofina Variable Funding Asset-Backed Note, Series 2005-B, and any similar references or definitions in the Agreements shall be $306,000,000.00 (the “Increased Amount”). The Issuer shall have the right, upon five (5) Business Days prior written notice to the Funding Agent and the Trustee, to select any calendar month during the Annual Term as a month during which the Increased Amount shall apply, provided, however, that the Issuer may make such selection and provide such notice for no more than four designated calendar months during the Annual Term.

2. Closing Fee. The Issuer hereby covenants and agrees, on or prior to the date this Amendment No. 2 is executed to pay to Voyager Funding Corporation a closing fee in the amount of $80,000.00.

3. Conditions Precedent. This Amendment No. 2 shall become effective as of the date hereof when the Funding Agent shall have received an original counterpart (or counterparts) of this Amendment No. 2 executed and delivered by each of the parties hereto, or other evidence satisfactory to the Funding Agent of the execution and delivery of this Amendment No. 2 by such parties.

4. Reaffirmation of Covenants Representations and Warranties. Upon the effectiveness of this Amendment No. 2- each of the Issuer and the Servicer hereby reaffirms all covenants. representations and warranties made in the Agreements and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of’ this Amendment No. 2 (except for such representations and warranties that are limited by their terms to an earlier date. in which case such representations and warranties shall speak such date).

5. Representations and Warranties. Each of the Issuer and the. Servicer hereby represents and warrants that (i) this Amendment No. 2 constitutes a legal. valid and binding obligation of such Person. enforceable against it in accordance with its terms. and (ii) upon the effectiveness of this Amendment No. 2. no Event of Default shall exist under the Agreements.

6. Effect of Amendment. Except as expressly amended and modified by this Amendment No. 2, all provisions of the Agreements shall remain in full force and effect. After this Amendment No. 2 becomes effective, Al references in each of the Agreements to this Agreement”, “hereof”. “herein”, or words of Similar effect referring to such Agreement shall be deemed to be references to the applicable Agreement as amended by this Amendment No. 2. This Amendment No. 2 shall not be deemed to expressly or impliedly waive, amend or Supplement any provision of the Agreements other than as set Earth herein.

7. Counterparts. This Amendment. No. 2 may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

8. Governing Law. This Amendment No. 2 shall be governed by, and construed in accordance with the law of the State of New York (without reference to its conflict of law provisions other than Section 5-1401 of the New York General Obligations Law).

9. Section Headings. The various headings of this Amendment No. 2 are inserted for convenience only and shall not affect the meaning or interpretation of Ibis Amendment No. 2 or the Agreements or any provision hereof or thereof

     IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be executed by their respective officers thereunto duly authorized. as of the 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:

EX-10.16

OMNIBUS AMENDMENT AND AGREEMENT

THIS OMNIBUS AMENDMENT No. 3, dated as of May 16, 2008 (this “Amendment No. 3”), is entered into by and among Cofina Funding, LLC (the “Issuer”), Cofina Financial, LLC (the “Servicer” Bank Hapoalim B.M. (the “Funding Agent”), Venus Funding Corporation (the “Conduit Purchaser”) and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee” and as Custodian (in such capacity, the “Custodian”), in each of the capacities in which they appear in the Agreements (defined below). Capitalized terms used but not defined herein have the meanings provided in the Indenture (defined below).

RECITALS

A. Reference is hereby made to (i) that certain Base Indenture, dated as of August 10, 2005 (the “Base Indenture”), between the Issuer and the Trustee, and that certain Series 2005-B Supplement, dated as of November 18, 2005 (the “Series 2005-B Supplement”) and together with the Base Indenture, the “Indenture”), (ii) that certain Note Purchase Agreement, dated as of November 18, 2005 (the “Note Purchase Agreement” by and among the Issuer, the Funding Agent and the financial institutions from time to time party thereto as Committed Purchasers, (iii) that certain Omnibus Amendment, dated as of May 11,2007 (the “First Omnibus Amendment”), by and among the Issuer, the Servicer, the Funding Agent, the Trustee and the Custodian and (iv) that certain Omnibus Amendment No. 2, dated as of October 1, 2007 (the “Second Omnibus Amendment”), by and among the Issuer, the Servicer, the Funding Agent, the Trustee and the Custodian (collectively, the documents referred to in clauses (i) (ii) (iii) and (iv) above, the “Agreements”).

B. The parties to the Agreements desire to enter into this Amendment No. 3 to increase the maximum facility amount available to the Issuer during certain days as designated by the Issuer under the Agreements and to extend the Remaining Term to November 6, 2008.

1. Amendment to Agreements. The “Maximum Funded Amount” (as defined in the Note Purchase Agreement), the “Maximum Principal Amount” (as defined in the Series 2005-B Supplement), the maximum aggregate principal amount of the Cofina Variable Funding Asset-Backed Note, Series 2005-B, and any similar references or definitions in the Agreements shall be $204,000,000.00, provided, that during certain selected periods between the date hereof and November 6, 2008 (the “Remaining Term”), the “Maximum Funded Amount,” the “Maximum Principal Amount”, the maximum aggregate principal amount of the Cofina Variable Funding Asset-Backed Note, Series 2005-B, and any similar references or definitions in the Agreements shall be $306,000,000.00 (the “Increased Amount”). The Issuer shall have the right, upon notice to the Funding Agent and the Trustee by 12:30PM New York time on the first day of the period selected, to select one thirty consecutive day period and one separate twenty seven consecutive day period during the Remaining Term as periods during which the Increased Amount shall apply.

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2. Closing Fee. The Issuer hereby covenants and agrees, upon notice to the Funding Agent that a period has been selected during which the Increased Amount shall apply, or in any event on or before November 6, 2008, to pay to Venus Funding Corporation a closing fee in the amount of $48,450.

3. Conditions Precedent. This Amendment No. 3 shall become effective as of the date hereof when the Funding Agent shall have received an original counterpart (or counterparts) of this Amendment No. 3 executed and delivered by each of the parties hereto, or other evidence satisfactory to the Funding Agent of the execution and delivery of this Amendment No. 3 by such parties.

4. Reaffirmation of Covenants, Representations and Warranties. Upon the effectiveness of this Amendment No. 3, each of the Issuer and the Servicer hereby reaffirms all covenants, representations and warranties made in the Agreements and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment No. 3 (except for such representations and warranties that are limited by their terms to an earlier date, in which case such representations and warranties shall speak of such date).

5. Representations and Warranties. Each of the Issuer and the Servicer hereby represents and warrants that (i) this Amendment No. 3 constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, and (ii) upon the effectiveness of this Amendment No. 3, no Event of Default shall exist under the Agreements.

6. Effect of Amendment. Except as expressly amended and modified by this Amendment 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 Agreements to “this Agreement”, “hereof’, “herein”, or words of similar effect referring to such Agreement shall be deemed to be references to the applicable Agreement as amended by this Amendment No. 3. This Amendment No. 3 shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreements other than as set forth herein.

7. Counterparts. This Amendment No. 3 may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

8. Governing Law. This Amendment No. 3 shall be governed by, and construed in accordance with the law of the State of New York (without reference to its conflict of law provisions other than Section 5-1401 of the New York General Obligations Law).

9. Section Headings. The various headings of this Amendment No. 3 are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment No. 3 or the Agreements or any provision hereof or thereof.

     IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be executed by their respective officers thereunto duly authorized, as of the date 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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EX-10.17

EXECUTION COPY

COFINA FUNDING, LLC,
as Issuer

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

SERIES 2006-A SUPPLEMENT
Dated as of February 21, 2006

to

BASE INDENTURE
Dated as of August 10, 2005

COFINA FUNDING, LLC

SERIES 2006-A

Cofina Variable Funding Asset-Backed Notes

          SERIES 2006-A SUPPLEMENT, dated as of February 21, 2006 (as amended, modified, restated or supplemented from time to time in accordance with the terms hereof, this “Series Supplement”), by and among COFINA FUNDING, LLC, a Delaware limited liability company, as issuer (“Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (together with its successors in trust under the Base Indenture referred to below, the “Trustee”), to the Base Indenture, dated as of August 10, 2005, between the Issuer and the Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

          Pursuant to this Series Supplement, the Issuer shall create a new Series of Notes and shall specify the Principal Terms thereof.

PRELIMINARY STATEMENT

          WHEREAS, Section 2.2 of the Base Indenture provides, among other things, that the Issuer and the Trustee may at any time and from time to time enter into a series supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes.

          NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1. Designation.

          (a) There is hereby created a Series of notes to be issued in one class pursuant to the Base Indenture and this Series Supplement, and such Series of notes shall be substantially in the form of Exhibit A hereto, executed by or on behalf of the Issuer and authenticated by the Trustee and designated generally Cofina Variable Funding Asset-Backed Notes, Series 2006-A (the “Notes”). The Notes shall constitute “Warehouse Notes” (as defined in the Base Indenture).

          (b) Series 2006-A (as defined below) shall not be subordinated to any other Series.

     SECTION 2. Definitions. In the event that any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Base Indenture, the terms and provisions of this Series Supplement shall govern. All Article, Section or subsection references herein mean Articles, Sections or subsections of this Series Supplement, except as otherwise provided herein. All capitalized terms not otherwise defined herein are defined in the Base Indenture. Each capitalized term defined herein shall relate only to the Notes and no other Series of Notes issued by the Issuer.

          “Accrual Period” means, with respect to each Settlement Date, the period beginning on and including the Settlement Date in the preceding calendar month and ending on but excluding the Settlement Date for the current calendar month, except that the first Accrual Period shall begin on the Closing Date.

          “Additional Interest” has the meaning specified in Section 5.12.

          “Closing Date” means February 21, 2006.

          “Commitment Termination Date” means the Purchase Expiration Date (as such term is defined in, and may be amended pursuant to, the Note Purchase Agreement).

          “CP Conduit” means either a Conduit Purchaser or a Committed Purchaser or their permitted assigns (each as defined in the Note Purchase Agreement), as applicable.

          “Deficiency Amount” has the meaning specified in Section 5.12.

          “Fee Amount” has the meaning specified in Section 5.12.

          “Fees” means all of the amounts payable in connection with the Fee Letter (as such term is defined in the Note Purchase Agreement).

          “Funding Agent” has the meaning set forth in the Note Purchase Agreement.

          “Increase” has the meaning specified in subsection 3.1(a).

          “Indemnified Party” shall have the meaning specified in the Note Purchase Agreement.

          “Initial Note Principal” means the aggregate initial principal amount of the Notes, which is $0.

          “Issuer” means Cofina Funding, LLC, a Delaware limited liability company.

          “Legal Final Settlement Date” means the Settlement Date falling in the 138th complete month following the Rapid Amortization Commencement Date.

          “Maximum Principal Amount” equals $100,000,000.

          “Monthly Interest” has the meaning specified in Section 5.12.

          “Monthly Period” has the meaning specified in the Base Indenture, except that the first Monthly Period with respect to the Notes shall begin on and include the Closing Date and shall end on and include November 30, 2005.

          “Note Principal” means the outstanding principal amount of the Notes.

          “Note Purchase Agreement” means the Note Purchase Agreement, dated as of February 21, 2006, among the Issuer, Venus Funding Corporation, as Conduit Purchaser, Bank Hapoalim B.M., as Funding Agent (as defined in the Note Purchase Agreement) and the Committed Purchasers parties thereto, or any successor agreement to such effect among the Issuer and the applicable Noteholders or its successors, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Transaction Documents.

          “Note Rate” means, with respect to each Settlement Period, a variable rate per annum equal to the rate determined therefor by the Funding Agent (based on any and all amounts which constitute Series 2006-A Financing Costs (as defined in the Note Purchase Agreement) with respect to such Settlement Period pursuant to the Note Purchase Agreement).

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          “Noteholder” means with respect to any Note, the holder of record of such Note.

          “Notes” has the meaning specified in Section 1(a).

          “Notice Persons” means, for Series 2006-A, the Funding Agent.

          “Permitted Settlement Date Withdrawal” means, with respect to the Notes for any Settlement Date, the amount set forth in Section 5.13.

          “QIB” has the meaning specified in Section 7(c)(i).

          “Rapid Amortization Period” means the period commencing on the Rapid Amortization Commencement Date and ending on the Series 2006-A Termination Date.

          “Rapid Amortization Commencement Date” means the earliest of (i) the Commitment Termination Date, (ii) the date on which an Early Amortization Event occurs pursuant to Section 10.1 of the Base Indenture or (iii) the date on which a Series Early Amortization Event occurs pursuant to Section 10 of this Series Supplement.

          “Rating Agency” means Moody’s and any other nationally recognized statistical rating organization from which a rating for the commercial paper issued by a Conduit Purchaser (as defined in the Note Purchase Agreement) (at the request thereof) is currently in effect.

          “Rating Agency Condition” shall mean, for purposes of Series 2006-A, with respect to any action requiring rating agency approval or consent, that each rating agency rating any commercial paper notes of any Conduit Purchaser (as defined in the Note Purchase Agreement) shall have notified the Funding Agent in writing that such action will not result in a reduction or withdrawal of the then current rating of such commercial paper notes.

          “Redemption Date” means the date on which the Notes are redeemed in full pursuant to Section 5 or 12 hereof.

          “Required Person” means the “Funding Agent” under the Note Purchase Agreement.

          “Revolving Period” means the period from and including the Closing Date to, but not including, the Rapid Amortization Commencement Date.

          “Rule 144A” has the meaning specified in subsection 7(c)(i).

          “Scheduled Principal Payment Amount” means (i) with respect to any Settlement Date prior to the Commitment Termination Date, zero (0); and (ii) with respect to any Settlement Date on or following the Commitment Termination Date, the excess, if any, of (x) the then Note Principal over (y) the Scheduled Targeted Principal Balance for the Notes for such Settlement Date.

          “Scheduled Targeted Principal Balance” means, for any Settlement Date on or after the Commitment Termination Date, an amount equal to the product of (x) the Note

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Principal on the Commitment Termination Date and (y) the percentage set forth opposite such Settlement Date (based on the number of months elapsed from the Commitment Termination Date) on Schedule I hereto under the column entitled “Scheduled Targeted Principal Balance.”

          “Series Early Amortization Event” means each “Early Amortization Event” referred to in Section 10.

          “Series 2006-A” means the Series of the Cofina Variable Funding Asset-Backed Notes represented by the Notes.

          “Series 2006-A Interest Payment” means, with respect to any Settlement Date, the Monthly Interest for such Settlement Date.

          “Series 2006-A Noteholder” means the Holder of a Note.

          “Series 2006-A Settlement Account” means the Settlement Account established as such for the benefit of the Secured Parties of this Series 2006-A pursuant to Section 5.11 hereof and Section 5.3 of the Base Indenture.

          “Series 2006-A Termination Date” means the Settlement Date on which the Notes, plus all other amounts due and owing to the Series 2006-A Noteholders and the related Indemnified Parties under the Transaction Documents are paid in full.

          “Supplemental Principal Payment Amount” means the amount of any prepayment made in accordance with the provisions of Section 5.10 of the Base Indenture that is allocated to the Series 2006-A Notes in accordance with such provision of the Base Indenture.

     SECTION 3. Article 3 of the Base Indenture. Article 3 shall be read in its entirety as follows and shall be applicable only to the Notes:

ARTICLE 3

INITIAL ISSUANCE AND INCREASES AND DECREASES OF
NOTE PRINCIPAL

     SECTION 3.1 Initial Issuance: Procedure for Increasing the Investor Interest.

          (a) Subject to satisfaction of the conditions precedent set forth in subsection (b) of this Section 3.1, (i) on the Closing Date, the Issuer will issue the Notes in accordance with Section 2.2 of the Base Indenture in the aggregate initial outstanding principal amount equal to the Initial Note Principal and an aggregate face amount equal to the Maximum Principal Amount and (ii) on any Business Day during the Revolving Period, the Issuer may increase the Note Principal (each such increase referred to as an “Increase”) upon satisfaction of the conditions set forth below and the conditions specified in the Note Purchase Agreement.

          (b) The Notes will be issued on the Closing Date and the Note Principal may be increased on any Business Day during the Revolving Period pursuant to subsection (a)

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above, only upon satisfaction of each of the following conditions with respect to such initial issuance and each proposed Increase:

(i)	The amount of each issuance or Increase shall be equal to or greater than $250,000 (and in integral multiples of $1,000 in excess thereof);
(ii)	After giving effect to such issuance or Increase, the Note Principal shall not exceed the Maximum Principal Amount;
(iii)	After giving effect to such issuance or Increase, no Borrowing Base Deficiency shall exist;
(v)	There shall not exist, and such issuance or Increase and the application of the proceeds thereof shall not result in the occurrence of, (1) an Early Amortization Event for any Series, a Servicer Default or an Event of Default, or (2) an event or occurrence, which, with the passing of time or the giving of notice thereof, or both, would become an Early Amortization Event for any Series, Servicer Default or an Event of Default;
(vi)	After giving effect to such issuance or Increase, not less than 85% of the Eligible Receivables are Eligible Receivables issued by Obligors which are classified as Other Assets Especially Mentioned or Acceptable;
(vii)	After giving effect to such issuance or Increase, not more than 5% of the Receivables by Receivables Balance have Obligors which are classified as Doubtful or Loss;
(viii)	The rating of the Notes by Moody’s shall not be suspended, withdrawn or downgraded below A3; provided that this clause (viii) shall only be required to be satisfied on the Closing Date;
(ix)	All required consents have been obtained and all other conditions precedent to the making of advances under the Note Purchase Agreement shall have been satisfied; and
(x)	There shall not have occurred, since the Closing Date, in the reasonable judgment of the Notice Person, (A) a material adverse change in the operations, management or financial condition of any Seller or (B) any event which materially and adversely affects the collectibility of the Eligible Receivables generally or the ability of the Seller to perform its obligations under the Transaction Documents.

         (c)      Upon receipt of the proceeds of such issuance or Increase by or on behalf of the Issuer, the Issuer shall give notice to the Trustee of such receipt, and the Trustee shall, or shall cause the Transfer Agent and Registrar to, indicate in the Note Register the amount thereof.

     SECTION 3.2 Prepayments. On any Business Day, the Issuer will have the option to prepay, without premium, all or a portion of, the Note Principal of the Notes, in a minimum

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amount of $250,000 (and integral multiples of $1,000 in excess thereof). Any such prepayment of the Note Principal shall also include accrued interest to the date of prepayment on the principal balance being prepaid. The Issuer may make such prepayment only from funds available to the Issuer therefor pursuant to Section 5.4 of the Base Indenture. Any prepayment amounts shall be deposited into the Series 2006-A Settlement Account and distributed by the Trustee on a pro rata basis to each Noteholder of record at such time. Any such prepayment shall not constitute a termination of the Revolving Period.

     SECTION 4. Principal Payments on the Notes. The principal balance of the Series 2006-A Notes shall be payable on each Settlement Date from amounts on deposit in the Series 2006-A Settlement Account in an amount equal to (i) so long as no Early Amortization Event or Event of Default has occurred (and has not been waived in accordance with the terms of the Base Indenture), the sum of the Scheduled Principal Payment Amount and Supplemental Principal Payment Amount for such Settlement Date, or (ii) if an Early Amortization Event or an Event of Default has occurred (and has not been waived in accordance with the terms of the Base Indenture), the full Note Principal to the extent that funds are available for such purposes in accordance with the provisions of Section 5.14 of the Base Indenture. The unpaid principal amount of each Note together with all unpaid interest, fees, expenses, costs and other amounts payable by the Issuer to the Holders of the Notes pursuant to the terms of the Base Indenture, this Series Supplement, the Note Purchase Agreement and the other Transaction Documents shall be due and payable in full on the earlier to occur of (x) the date on which an Event of Default shall occur and the Series 2006-A Notes have been accelerated in accordance with the provisions of the Base Indenture and (y) the Legal Final Settlement Date.

     SECTION 5. Cleanup Call.

          (a) The Notes shall be subject to purchase by the initial Servicer at its option, in accordance with the terms specified in subsection 13.4(a) of the Base Indenture on any Settlement Date on or after the Settlement Date on which the Note Principal is reduced to an amount less than or equal to 10% of the Maximum Principal Amount.

          (b) The deposit to the Series 2006-A Settlement Account required in connection with any such purchase will be equal to the sum of (a) the Note Principal, plus (b) accrued and unpaid interest on the Notes through the day preceding the Settlement Date on which the purchase occurs, plus (c) any other amounts (including, without limitation, accrued and unpaid Fees) payable to the Series 2006-A Noteholders, the Indemnified Parties, the Trustee and the Custodian pursuant to the Note Purchase Agreement and the other Transaction Documents, minus (d) the amounts, if any, on deposit at such Settlement Date in the Series 2006-A Settlement Account for the payment of the foregoing amounts.

     SECTION 6. Delivery and Payment for the Notes. The Trustee shall execute, authenticate and deliver the Notes in accordance with Section 2.4 of the Base Indenture and Section 7 below.

     SECTION 7. Form of Delivery of the Notes; Denominations; Transfer Restrictions.

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          (a) The Notes shall be delivered as Registered Notes in definitive form as provided in Sections 2.1 and 2.18 of the Base Indenture. The Notes shall initially be registered in the name of the Funding Agent for the benefit of the Purchasers (as defined in the Note Purchase Agreement) and shall not be transferred, sold or pledged, in whole or in part, other than pursuant to Section 2.6 of the Base Indenture and this Section 7.

          (b) The Notes will be issuable in minimum face amount denominations of $250,000 (and in integral multiples of $1,000 in excess thereof).

          (c) The Notes have not been registered under the Securities Act or any state securities or “blue sky” laws. None of the Issuer, the Transfer Agent and Registrar or the Trustee is obligated to register the Notes under the Securities Act or any “blue sky” laws or take any other action not otherwise required under the Base Indenture or this Series Supplement to permit the transfer of any Note without such registration. When Notes are presented to the Transfer Agent and Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Transfer Agent and Registrar shall register the transfer or make the exchange; provided, however, that the Notes surrendered for transfer or exchange (a) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Transfer Agent and Registrar, duly executed by the holder thereof or its attorney, duly authorized in writing and (b) shall be transferred or exchanged in compliance with the following provisions:

          (i) (A) if such Note is being transferred to a qualified institutional buyer (a “QIB”) as defined in, and in accordance with, Rule 144A under the Securities Act (“Rule 144A”), the transferor shall provide the Issuer and the Transfer Agent and Registrar with a certification to that effect (in substantially the form of Exhibit C hereto); or (B) if such Note is being transferred in reliance on another exemption from the registration requirements of the Securities Act, the transferor shall provide the Issuer and the Transfer Agent and Registrar with a certification to that effect (in substantially the form of Exhibit C hereto) and, if requested by the Transfer Agent and Registrar or the Issuer, an opinion of counsel in form and substance acceptable to the Issuer and to the Transfer Agent and Registrar to the effect that such transfer is in compliance with the Securities Act.

          (ii) each such transferee of such Note shall be deemed to have made the acknowledgements, representations and agreements set forth below:

     (1) if such Note is being transferred in accordance with Rule 144A, it is a QIB, is aware that the sale to it is being made in reliance on Rule 144A and it is acquiring such Note or any interest or participation therein for its own account or for the account of another QIB over which it exercises sole investment discretion, such QIB is aware the sale is being made in reliance on Rule 144A, and is acquiring such Note or any interest or participation therein for its own account or the account of another QIB;

     (2) it understands that the Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving

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any public offering within the meaning of the Securities Act, neither the Transfer Agent and Registrar nor the Issuer nor any person representing the Issuer has made any representation or warranty to it with respect to the Issuer or the offering or sale of any Note, it has had access to such financial and other information concerning the Issuer, the Sellers and the Notes as it has deemed necessary to evaluate whether to purchase any Notes, the Issuer is not required to register or qualify the Notes, and that the Notes may be resold, pledged or transferred only in compliance with provisions of this Section 7(c) and only (A) to the Issuer, (B)  to a person the transferor reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act and, in each case, in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and in accordance with the restrictions set forth herein;

     (3) if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Notes as described in clause (B) or (C) of the preceding paragraph, it may, pursuant to clause (i) above, be required to deliver a certificate and, in the case of clause (C), may be required to deliver an opinion of counsel if the Issuer and the Transfer Agent and Registrar so request, in each case, reasonably satisfactory in form and substance to the Issuer and the Transfer Agent and Registrar, that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation; and it understands that the Registrar and Transfer Agent will not be required to accept for registration of transfer the Notes acquired by it, except upon presentation of, if applicable, the certificate and, if applicable, the opinion described above;

     (4) it agrees that it will, and each subsequent holder is required to, notify any purchaser of Notes from it of the resale restrictions referred to in clauses (2) and (3) above, if then applicable, and understands that such notification requirement will be satisfied, in the case only of transfers by physical delivery of Definitive Notes, by virtue of the fact that the following legend will be placed on the Notes unless otherwise agreed to by the Issuer:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY (1) TO THE ISSUER, (2) TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) THAT PURCHASES FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES

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ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND BASED ON AN OPINION OF COUNSEL IF THE ISSUER OR TRANSFER AGENT AND REGISTRAR SO REQUEST, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY TRANSFEREE FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

     (5) it acknowledges that the foregoing restrictions apply to holders of beneficial interests in the Notes as well as to Holders of the Notes;

     (6) it acknowledges that the Trustee, the Issuer and their Affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that if any of the acknowledgments, representations or agreements deemed to have been made by its purchase of such Notes is no longer accurate, it will promptly notify the Issuer; and if it is acquiring any Notes for the account of one or more QIBs, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account;

     (7) with respect to any foreign purchaser claiming an exemption from United States income or withholding tax, it represents that it has delivered to the Trustee a true and complete Form W-8BEN or W-8ECI or applicable successor form, indicating such exemption; and

     (8) it acknowledges that either (i) it is not an employee benefit plan subject to ERISA, a “plan” described in Section 4975 of the Code, an entity deemed to hold the assets of any such plan or a governmental plan (as defined in Section 3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA for which no election has been made under Section 410(d) of the Code) subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code or (ii) its purchase and holding of the Notes will not, throughout the term of holding, constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental plan or a non-electing church plan (as described above), any substantially similar applicable law) by reason of the application of one or more statutory or administrative exemptions from such prohibited transaction rules or otherwise.

          In addition, such transferee shall be responsible for providing additional information or certification, as shall be reasonably requested by the Trustee or Issuer, to support the truth and accuracy of the foregoing acknowledgements, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. Any resale, pledge or other transfer of

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Notes in violation of the transfer restrictions set forth herein shall be deemed void ab initio.

     SECTION 8. Article 5 of Base Indenture. Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9 and 5.10 of the Base Indenture shall be read in their entirety as provided in the Base Indenture. The following provisions, however, shall constitute part of Article 5 of the Base Indenture solely for purposes of Series 2006-A and shall be applicable only to the Notes:

ARTICLE 5

SERIES 2006-A SETTLEMENT ACCOUNT AND
ALLOCATION AND APPLICATION OF AMOUNTS THEREIN

     SECTION 5.11 Series 2006-A Settlement Account. The Trustee, in accordance with Section 5.3(d) of the Base Indenture shall establish on the Closing Date and maintain, so long as any Series 2006-A Note is Outstanding, an account designated as the “Series 2006-A Settlement Account,” which account shall be held by the Trustee for the benefit of the Holders of the Series 2006-A Notes pursuant to the Base Indenture and this Series Supplement. All deposits of funds by or for the benefit of the Holders of the Series 2006-A Notes shall be accumulated in, and withdrawn from, the Series 2006-A Settlement Account in accordance with the provisions of the Base Indenture and this Series Supplement.

     SECTION 5.12 Determination of Monthly Interest. The amount of monthly interest payable on the Notes shall be determined by the Servicer as of each Determination Date and shall be an amount equal to the product of (i)(A) a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 360, times (B) the Note Rate in effect with respect to the related Accrual Period, and (ii) the average daily outstanding principal balance of the Notes during such Accrual Period (the “Monthly Interest”); provided, however, that in addition to Monthly Interest, an amount equal to the sum of (i) the amount of any unpaid Deficiency Amount, as defined below, plus (ii) an amount equal to the product of (A) a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 360, times (B) a rate equal to 2% per annum over the Note Rate in effect with respect to the related Accrual Period, times (C) any Deficiency Amount, as defined below (or the portion thereof which has not theretofore been paid to Noteholders) plus, (iii) the amount of any unpaid Fees for the related Accrual Period as determined pursuant to the Note Purchase Agreement (the “Fee Amount”), plus (iv) any Additional Amounts for the related Accrual Period as determined pursuant to the Note Purchase Agreement and plus (v) following the occurrence of a Servicer Default, Early Amortization Event or Event of Default, an amount equal to the product of the Note Principal, a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 365 or 366, as applicable, and a rate equal to the difference between the 2% per annum over the Base Rate (as defined in the Note Purchase Agreement) in effect for such period and the Note Rate in effect for such period (such sum being herein called the “Additional Interest”) shall also be payable by the Issuer. The “Deficiency Amount” for any Determination Date shall be equal to the excess, if any, of (x) the sum of the Monthly Interest and the Additional Interest as determined pursuant to the preceding sentence for the preceding

10

Settlement Date, over (y) the amount actually paid in respect thereof on the preceding Settlement Date.

     SECTION 5.13 Drawing Funds from the Spread Maintenance Account. In the event that the Monthly Servicer Report with respect to any Determination Date shall state that the funds on deposit in the Series 2006-A Settlement Account with respect to such Determination Date will not be sufficient to make (on the related Settlement Date) payment on such Settlement Date of the Monthly Interest then due or to make (on the Legal Final Settlement Date) payment on such Settlement Date of the full outstanding principal balance of the Notes (the amount of such aggregate deficiency being a “Permitted Settlement Date Withdrawal”), then the Trustee shall draw on the Spread Maintenance Account and deposit into the Series 2006-A Settlement Account an amount equal to the lesser of (x) the Permitted Settlement Date Withdrawal and (y) the amount then on deposit in the Spread Maintenance Account; provided that any withdrawal for purposes of paying principal shall be in an amount equal to the lesser of (x) the then outstanding Note Principal and all accrued and unpaid Monthly Interest with respect thereto and (y) the Series 2006-A pro rata share of the amount then on deposit in the Spread Maintenance Account (calculated based on the outstanding Note Balance as a percentage of the outstanding principal balance of the Notes of all Series). Any such funds actually received by the Trustee shall be used solely to make payments of the Monthly Interest or the Note Principal, as the case may be.

     SECTION 5.14 Distribution from Series 2006-A Settlement Account. On each Settlement Date, the Trustee shall distribute funds then on deposit in the Series 2006-A Settlement Account in accordance with the provisions of either subsection (I) or (II) of this Section 5.14.

     (I) If neither an Early Amortization Event nor an Event of Default shall have occurred and be continuing with respect to any Series:

     (1) To each Series 2006-A Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the Series 2006-A Interest Payment for such Settlement Date;

     (2) To each Series 2006-A Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the Scheduled Principal Payment Amount then due and payable to Series 2006-A Noteholders on such Settlement Date;

     (3) To each Series 2006-A Noteholder (as of the related Record Date), an amount equal to its pro rata portion (if any) of the Supplemental Principal Payment Amount then due and payable to Series 2006-A Noteholders on such Settlement Date;

     (4) To the Funding Agent, any Additional Interest and Fee Amounts then due for such Settlement Date; and

     (5) To each 2006-A Noteholder (as of the related Record Date) and each other Indemnified Party, pro rata, an amount equal to taxes, increased costs, breakage costs, indemnities and other amounts then due and payable to Series 2006-A Noteholders and each Indemnified Party pursuant to the Note Purchase Agreement.

11

     (II) If an Early Amortization Event shall have occurred and be continuing with respect to any Series or an Event of Default shall have occurred and be continuing with respect to any Series:

     (1) To each Series 2006-A Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the Series 2006-A Interest Payment for such Settlement Date;

     (2) To each Series 2006-A Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the then outstanding Note Principal until the Note Principal has been reduced to zero;

     (3) To the Funding Agent, any Additional Interest and Fee Amounts then due for such Settlement Date; and

     (4) To each Series 2006-A Noteholder (as of the related Record Date) and each other Indemnified Party, pro rata, an amount equal to taxes, increased costs, breakage costs, indemnities and other amounts then due and payable to Series 2006-A Noteholders and each other Indemnified Party pursuant to the Note Purchase Agreement.

     SECTION 5.15 Servicer’s Failure to Make a Deposit or Payment. If the Servicer fails to make, or give instructions to make, any payment, deposit or withdrawal required to be made or given by the Servicer at the time specified in the Base Indenture or this Series Supplement (including applicable grace periods), the Trustee shall make such payment, deposit or withdrawal from the applicable account in accordance with the written instructions provided by the Majority Noteholders.

     SECTION 9. Article 6 of the Base Indenture. Article 6 of the Base Indenture shall read in its entirety as follows and shall be applicable only to the Noteholders:

ARTICLE 6

DISTRIBUTIONS AND REPORTS

     SECTION 6.1 Distributions.

     On each Settlement Date, the Trustee shall distribute (in accordance with the Monthly Servicer Report delivered by the Servicer on or before the related Series Transfer Date pursuant to Section 2.09(a) of the Servicing Agreement) to each Noteholder of record on the immediately preceding Record Date (other than as provided in Section 12.5 of the Base Indenture respecting a final distribution), such Noteholder’s pro rata share of the amounts on deposit in the Series 2006-A Settlement Account that are payable to the Noteholders pursuant to Section 5.14 by wire transfer to an account designated by such Holders of the Notes at least five Business Days prior to such Settlement Date.

     SECTION 6.2 Monthly Noteholders’ Statement.

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          (a) On or before each Settlement Date, the Trustee shall make available to each Noteholder, each Rating Agency, and each Notice Person via the Trustee’s website a statement substantially in the form of Exhibit B hereto prepared by the Servicer and delivered to the Trustee on the preceding Determination Date and setting forth, among other things, the following information:

     (i) the total amount distributed to holders of Notes;

     (ii) the amount of such distribution allocable to principal;

     (iii) the amount of such distribution allocable to Trustee Fees and Expenses, Custodian fees and expenses, Monthly Interest, Deficiency Amounts, Additional Interest and the Fee Amounts, respectively;

     (iv) the aggregate Outstanding Balance of Receivables which were Delinquent Receivables as of the end of the preceding Monthly Period;

     (v) the aggregate Outstanding Balance of Receivables which were Defaulted Receivables as of the end of the preceding Monthly Period;

     (vi) the Required Spread Maintenance Reserve Amount and the balance on deposit in the Spread Maintenance Account as of the end of the day on the Settlement Date;

     (vii) outstanding Note Balance, as of the end of the day on the Settlement Date;

     (viii) increases and decreases in the Notes during the related Settlement Period, and the average daily balance of the Notes for the related Settlement Period;

     (ix) the amount of the Servicing Fee for the related Settlement Period;

     (x) the Note Rate for the related Settlement Period; and

     (xi) if applicable, the date on which the Rapid Amortization Period commenced.

          (b) Annual Noteholders’ Tax Statement. On or before January 31 of each calendar year, beginning with the calendar year 2006, the Paying Agent shall distribute to each Person who at any time during the preceding calendar year was a Noteholder, a statement prepared by the Servicer in accordance with Section 6.02 of the Servicing Agreement containing the information required to be contained in the regular monthly report to Series 2006-A Noteholders, as set forth in subclauses (i), (ii) and (iii) above, aggregated for such calendar year or the applicable portion thereof during which such Person was a Series 2006-A Noteholder, together with such other customary information (consistent with the treatment of the Notes as debt) as is customary on similar transactions to enable the Series 2006-A Noteholders to prepare their tax returns. Such obligations of the Paying Agent shall be deemed to have been satisfied to

13

the extent that substantially comparable information shall be provided by the Paying Agent or another party pursuant to any requirements of the Code as from time to time in effect.

     SECTION 10. Early Amortization Events. If an “Early Amortization Event” shall occur under the Base Indenture, then the Rapid Amortization Commencement Date shall occur without any notice or other action on the part of any party hereto immediately upon the occurrence of such event.

     SECTION 11. [Reserved].

     SECTION 12. Redemption Provision.

          (a) The Issuer may redeem the Notes in full on the Commitment Termination Date through a refinancing. The Issuer shall give notice of its election to pay such Notes in accordance with the terms of the Base Indenture and the Note Purchase Agreement prior to such redemption.

          (b) The amount required to be deposited into the Series 2006-A Settlement Account in connection with any redemption in full shall be equal to the sum of (i) the Note Principal, plus (ii) accrued and unpaid the interest on the Notes through the Settlement Date on which the redemption occurs, plus (iii) any other amounts (including, without limitation, accrued and unpaid Fees) payable by the Issuer to the Series 2006-A Noteholders, the Indemnified Parties, the Trustee and the Custodian pursuant to the Note Purchase Agreement and the other Transaction Documents, less (iv) the amounts, if any, on deposit at such Settlement Date in the Series 2006-A Settlement Account for the payment of the foregoing amounts. Such deposit shall be made not later than 3:00 p.m. New York City time on the Redemption Date.

     SECTION 13. Amendments and Waiver. Any amendment, waiver or other modification to the Base Indenture or this Series Supplement shall be subject to the restrictions thereon, if applicable, in the Note Purchase Agreement.

     SECTION 14. Counterparts. This Series Supplement may be executed in any number of counterparts, and by different parties in separate counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

     SECTION 15. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH OF THE PARTIES TO THIS SERIES SUPPLEMENT AND EACH NOTEHOLDER HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HERETO AND EACH NOTEHOLDER HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION

14

INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

     SECTION 16. Waiver of Trial by Jury. To the extent permitted by applicable law, each of the parties hereto and each of the Noteholders irrevocably waives all right of trial by jury in any action, proceeding or counterclaim arising out of or in connection with this Series Supplement or the Transaction Documents or any matter arising hereunder or thereunder.

     SECTION 17. No Petition. The Trustee, by entering into this Series Supplement and each Series 2006-A Noteholder, by accepting a Note hereby covenant and agree that they will not prior to the date which is one year and one day after payment in full of the last maturing note of any Series and termination of the Base Indenture institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Base Indenture, this Series Supplement or the Transaction Documents. No obligation of the Issuer hereunder shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in the events that such obligations are not paid in accordance with the priority of payments set forth in Section 5.4(c) of the Base Indenture.

     SECTION 18. Rights of the Trustee. The rights, privileges and immunities afforded to the Trustee under the Base Indenture shall apply hereunder as if fully set forth herein.

     SECTION 19. Third-Party Beneficiaries. This Series Supplement will inure to the benefit of and be binding upon the parties hereto, the Custodian, the Secured Parties and their respective successors and permitted assigns. No other Person will have any right or obligations hereunder.

     SECTION 20. Tax Opinion. The parties agree that the Tax Opinion contemplated by Section 2.2(a)(v) of the Base Indenture shall not be required in connection with the issuance of the Series 2006-A Note hereunder.

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          IN WITNESS WHEREOF, the parties hereto have caused this Series Supplement to be duly executed by their respective officers as of the day and year first above written.

COFINA FUNDING, LLC, as Issuer

By:

Name:

Title:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:

Name:

Title:

Supplement to Base Indenture

EXHIBIT A

FORM OF
SERIES 2006-A NOTE

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY (1) TO THE ISSUER, (2) TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) THAT PURCHASES FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION AND BASED ON AN OPINION OF COUNSEL IF THE ISSUER OR TRANSFER AGENT AND REGISTRAR SO REQUEST, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY TRANSFEREE FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

     EACH PERSON ACQUIRING OR HOLDING THIS NOTE SHALL BE DEEMED TO (1) REPRESENT AND WARRANT FOR THE BENEFIT OF THE ISSUER, THE SELLERS, THE SERVICER AND THE TRUSTEE THAT EITHER (A) IT IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA, A “PLAN” DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(D) OF THE CODE) SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS PURCHASE AND HOLDING OF THE NOTE WILL NOT, THROUGHOUT THE TERM OF HOLDING, CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN OR A NON-ELECTING CHURCH PLAN (AS DESCRIBED ABOVE), ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW) BY REASON OF THE APPLICATION OF ONE OR MORE STATUTORY OR ADMINISTRATIVE EXEMPTIONS FROM SUCH PROHIBITED TRANSACTION RULES OR OTHERWISE, AND (2) AGREE THAT IT SHALL NOT SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST THEREIN TO ANY OTHER PERSON WITHOUT ACQUIRING THE SAME REPRESENTATION AND

Supplement to Base Indenture

WARRANTY FROM SUCH OTHER PERSON AND THE SAME OBLIGATION WITH RESPECT TO SALES OR OTHER TRANSFERS.

THE INDENTURE (AS DEFINED BELOW) CONTAINS FURTHER RESTRICTIONS ON THE TRANSFER AND RESALE OF THIS NOTE. EACH TRANSFEREE OF THIS NOTE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS NOTE, SUBJECT TO THE FOREGOING RESTRICTIONS ON TRANSFERABILITY. IN ADDITION, EACH TRANSFEREE OF THIS NOTE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE.

BY ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE AGREES TO THE TERMS AND CONDITIONS SET FORTH IN THE INDENTURE AND HEREIN.

Supplement to Base Indenture

REGISTERED

No. 1 $100,000,000

SEE REVERSE FOR CERTAIN DEFINITIONS

          THE PRINCIPAL OF THIS NOTE MAY BE INCREASED AND DECREASED AS SPECIFIED IN THE SERIES 2006-A SUPPLEMENT AND IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

COFINA FUNDING, LLC

SERIES 2006-A COFINA VARIABLE FUNDING ASSET-BACKED NOTES

          COFINA FUNDING, LLC, a limited liability company organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay Bank Hapoalim B.M., as the Funding Agent for the Purchasers party to the Note Purchase Agreement, or registered assigns, the principal sum of ONE HUNDRED MILLION DOLLARS (U.S.$100,000,000), or if less is due in whole or in part, the unpaid principal amount of all outstanding amounts borrowed by the Issuer when due as shown on the reverse hereof or an attachment hereto and recorded in the Note Register by the Transfer Agent and Registrar, payable on each Settlement Date in the amounts and at the times specified in the Series 2006-A Supplement, dated as of February 21, 2006 (as amended, supplemented or otherwise modified from time to time, the “Series 2006-A Supplement”), between the Issuer and the Trustee to the Base Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Legal Final Settlement Date (as defined in the Series 2006-A Supplement). The Issuer will pay interest on this Note on each Settlement Date at the Note Rate (as defined in the Series 2006-A Supplement) until the principal of this Note is paid or made available for payment, on the average daily outstanding principal balance of this Note during the related Settlement Period (as defined in the Series 2006-A Supplement). Interest will be computed on the basis set forth in the Indenture. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

          The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

          Issuer hereby irrevocably authorizes the Funding Agent to enter on the reverse hereof or on an attachment hereto the date and amount of each borrowing and principal payment under and in accordance with the Indenture. Issuer agrees that this Note, upon each such entry being duly made, shall evidence the indebtedness of Issuer with the same force and effect as if set forth in a separate Note executed by Issuer; provided that such entry is recorded by the Transfer Agent and Registrar in the Note Register.

Supplement to Base Indenture

          Reference is made to the further provisions of this Note set forth on the reverse hereof and to the Indenture, which shall have the same effect as though fully set forth on the face of this Note.

          Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

Supplement to Base Indenture

          IN WITNESS WHEREOF, the Issuer, has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

COFINA FUNDING, LLC

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

          This is one of the Notes referred to in the within mentioned Series 2006-A Supplement.

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
By
	Authorized Officer

Dated:                     

Supplement to Base Indenture

[REVERSE OF NOTE]

          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Series 2006-A Cofina Variable Funding Asset-Backed Notes (herein called the “Notes”), all issued under the Series 2006-A Supplement to the Base Indenture dated as of February 21, 2006 (such Base Indenture, as supplemented by the Series 2006-A Supplement and supplements relating to other series of notes, as supplemented or amended, is herein called the “Indenture”), between the Issuer and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

          The Note is one of a Series of Notes which are and will be equally and ratably secured by the collateral pledged as security therefor as and to the extent provided in the Indenture.

          Principal of the Notes will be payable on each Settlement Date as set forth in the Indenture.

          All principal payments on the Notes shall be made pro rata to the Noteholders entitled thereto.

          Subject to certain limitations set forth in the Indenture, payments of interest on this Note due and payable on each Settlement Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by wire transfer in immediately available funds to the Person whose name appears as the Holder of this Note on the Note Register as of the close of business on each Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note effected by any payments made on any Settlement Date or date of prepayment shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.

          As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by the Holder hereof or its attorney, duly authorized in writing, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Supplement to Base Indenture

          Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not prior to the date which is one year and one day after the payment in full of the last maturing note of any Series and the termination of the Indenture institute against the Issuer or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any United Stated Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Transaction Documents.

          Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will treat such Note as indebtedness for all Federal, state and local income and franchise tax purposes.

          Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Trustee or any such agent shall be affected by notice to the contrary.

          The Indenture permits the amendments thereof and modifications of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture and waivers of compliance by the Issuer with provisions of the Indenture as provided in the Indenture. Any such amendment, modification or waiver shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

          As provided in the Indenture, no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under the Indenture, including this Note, against any Seller, the Servicer, the Trustee or any partner, owner, incorporator, beneficiary, beneficial owner, agent, officer, director, employee, shareholder or agent of the Issuer, any Seller, the Servicer or the Trustee except as any such Person may have expressly agreed.

          The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

          The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Holders of Notes under the Indenture.

          The Notes are issuable only in registered form as provided in the Indenture in denominations as provided in the Indenture, subject to certain limitations therein set forth.

          This Note and the Indenture shall be construed in accordance with the laws of the State of New York (without reference to its conflict of law provisions other than Section 5-1401 of the New York General Obligations Law), and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

Supplement to Base Indenture

          No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note.

Supplement to Base Indenture

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                         

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                     , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	1
	Signature Guaranteed:

¹ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

Supplement to Base Indenture

The following are borrowings and payments made under this Note of the Issuer:

Loan	Amount	Date	Amount Paid
Date	Borrowed	Prin. Paid	Principal                    Interest

Supplement to Base Indenture

EXHIBIT B

FORM OF MONTHLY NOTEHOLDERS’ STATEMENT

Supplement to Base Indenture

EXHIBIT C

FORM OF TRANSFER CERTIFICATE

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF DEFINITIVE SECURITIES

To:	U.S. Bank National Association, as Trustee
	60 Livingston Avenue
	St. Paul, MN 55107
Re:	Cofina Funding, LLC – Cofina Variable Funding Asset-Backed Notes

               This Certificate relates to $                     principal amount of Series 2006-A Cofina Variable Funding Asset-Backed Notes held in definitive form by                                          (the “Transferor”) issued pursuant to the Base Indenture dated as of October 10, 2005 between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee, as supplemented by the Series 2006-A Supplement dated as of February 21, 2006 (the “Series Supplement”) (as amended, supplemented or otherwise modified from time to time, the “Indenture”). Capitalized terms used herein and not otherwise defined, shall have the meanings given thereto in the Indenture.

               The Transferor (i) has requested the Trustee by written order to exchange or register the transfer of a Note or Notes and (ii) has reviewed the transfer restrictions set forth in Section 7(c) of the Series Supplement and hereby makes the acknowledgments, representations and agreements set forth in Section 7(c)(ii) of the Series Supplement.

               In connection with such request and in respect of each such Note, the Transferor does hereby certify as follows:

               o Such Note is being transferred to a qualified institutional buyer (for its own account and not for the account of others) or to a fiduciary or agent for the account of a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A.

               o Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A and in compliance with other applicable state and federal securities laws and, if requested by the Issuer or the Transfer Agent and Registrar, an opinion of counsel is being furnished simultaneously with the delivery of this Certificate as required under Section 7(c)(i) of the Series Supplement.

	[INSERT NAME OF TRANSFEROR]
	By:
	Name:
	Title:
Date:

Supplement to Base Indenture

SCHEDULE I

Scheduled Targeted Principal Balance

Settlement Date	Percentage of Notes Remaining Outstanding
month 1-12	91%
month 13-24	21%
month 25-36	13%
month 37-48	5%
month 49 and thereafter	0%

Supplement to Base Indenture

TABLE OF CONTENTS

	Page
PRELIMINARY STATEMENT		1
SECTION 1. Designation		1
SECTION 2. Definitions		1
SECTION 3. Article 3 of the Base Indenture		4
SECTION 4. Principal Payments on the Notes		6
SECTION 5. Cleanup Call		6
SECTION 6. Delivery and Payment for the Notes		6
SECTION 7. Form of Delivery of the Notes; Denominations; Transfer Restrictions		6
SECTION 8. Article 5 of Base Indenture		10
SECTION 9. Article 6 of the Base Indenture		12
SECTION 10. Early Amortization Events		14
SECTION 11. [Reserved]		14
SECTION 12. Redemption Provision		14
SECTION 13. Amendments and Waiver		14
SECTION 14. Counterparts		14
SECTION 15. Governing Law		14
SECTION 16. Waiver of Trial by Jury		15
SECTION 17. No Petition		15
SECTION 18. Rights of the Trustee		15
SECTION 19. Third-Party Beneficiaries		15

EXHIBIT A Form of Note

EXHIBIT B Form of Monthly Noteholders’ Statement

EXHIBIT C Form of Transfer Certificate

SCHEDULE I Scheduled Targeted Principal Balance

i

EX-10.18

EXECUTION COPY

NOTE PURCHASE AGREEMENT

among

COFINA FUNDING, LLC,
as Issuer,

VENUS FUNDING CORPORATION,
as the Conduit Purchaser,

BANK HAPOALIM B.M.,
as Funding Agent for the Purchasers,

and

THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO,
as Committed Purchasers

dated as of February 21, 2006

     NOTE PURCHASE AGREEMENT (“Note Purchase Agreement”) dated as of February 21, 2006, among COFINA FUNDING, LLC (the “Issuer”), VENUS FUNDING CORPORATION (the “Conduit Purchaser”), BANK HAPOALIM B.M., as Funding Agent (the “Funding Agent”) and the Committed Purchasers from time to time party hereto.

     The parties hereto agree as follows:

RECITALS

     WHEREAS, the Issuer will issue the variable funding notes pursuant to a Base Indenture, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Base Indenture”), between the Issuer and U.S. Bank National Association, as trustee (in such capacity, together with its successors and assigns in such capacity, the “Trustee”), as supplemented by the Series 2006-A Supplement, dated as of the date hereof, between the Issuer and the Trustee (as amended, supplemented or otherwise modified from time to time, the “Series Supplement,” and together with the Base Indenture, the “Indenture”); and

     WHEREAS, the Conduit Purchaser desires to acquire such variable funding notes and to make advances from time to time hereunder in its discretion, and the Committed Purchasers desire to acquire the variable funding notes and make advances from time to time hereunder.

     NOW, THEREFORE, for full and fair consideration, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.01 Certain Defined Terms. Capitalized terms used herein without definition shall have the meanings set forth in the Indenture. Additionally, the following terms shall have the following meanings:

          “Accrual Period” means, with respect to any Settlement Date, the period from and including the prior Settlement Date to but excluding such Settlement Date; provided that the initial Accrual Period hereunder shall run from the date hereof through the Settlement Date in February, 2006.

          “Additional Amounts” means all amounts owed by the Issuer pursuant to Section 2.11 and Article VIII, plus Breakage Amounts.

          “Affected Party” has the meaning specified in Section 8.02.

          “Aggregate Purchaser Funded Amount” means, on any date of determination, an amount equal to (a) the Initial Purchase Price, plus (b) the aggregate amount of all Increases made prior to such date of determination, minus (c) the aggregate amount of principal payments in respect of the VFN made to and received by or on behalf of the Purchasers prior to such date.

          “Allocated Commercial Paper” means Commercial Paper issued by the Conduit Purchaser that is identified in the records of its program administrator as funding a particular Funding Tranche during a particular Fixed Period with respect to such Funding Tranche.

          “Applicable Margin” shall have the meaning specified in the Fee Letter.

          “Asset Purchase Agreement” shall mean the asset purchase agreement, liquidity asset purchase agreement, or other similar agreement pursuant to which any bank or group of banks or financial institutions agrees to purchase or make loans secured by (or otherwise advance funds against) all or any portion of the Conduit Purchaser’s interest in the VFN in order to support the Conduit Purchaser’s repayment of the Commercial Paper issued to fund or maintain such interest.

          “Assignment and Acceptance” means an assignment and acceptance agreement entered into by a Purchaser, a permitted assignee thereof and the Funding Agent pursuant to which such assignee may become a party to this Note Purchase Agreement.

          “Base Rate” shall mean, with respect to any Funding Tranche funded or maintained by any Purchaser other than by reference to the LIBOR Rate or through the issuance of Commercial Paper, a rate per annum equal to the sum of (x) the greater of (i) the prime rate of interest announced by the Funding Agent from time to time, changing when and as said prime rate changes (such rate not necessarily being the lowest or best rate charged by the Funding Agent) and (ii) the rate equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Funding Agent from three (3) federal funds brokers of recognized standing selected by it and (y) the Applicable Margin.

          “Blended Rate” shall mean, with respect to any Funding Tranche funded or maintained through the issuance of Commercial Paper, the rate equivalent to the weighted average of (i) the weighted average of the discount rates on all of the Commercial Paper issued at a discount and outstanding during the related Fixed Period, converted to an annual yield-equivalent rate on the basis of a 360-day year, which rates shall include dealer fees and commissions and (ii) the weighted average of the annual interest rates payable on all interest-bearing Commercial Paper outstanding during the related Fixed Period, on the basis of a 360-day year, which rates shall include dealer fees and commissions; provided, that to the extent that the VFN (or any portion thereof) is funded by a specific issuance of Commercial Paper, the Blended Rate shall equal the rate or weighted average of the rates applicable to such issuance.

          “Breakage Amount” has the meaning specified in Section 2.08.

          “Closing” has the meaning specified in Section 3.01.

          “Closing Date” has the meaning specified in Section 3.01.

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          “Cofina Entity” means the Issuer, any Seller, the Servicer and any other Person party to the Transaction Documents that is an Affiliate of the Issuer, any Seller or Cofina.

          “Commercial Paper” shall mean the short-term promissory notes of the Conduit Purchaser issued by the Conduit Purchaser in the United States commercial paper market.

          “Committed Purchasers” means Bank Hapoalim B.M. and each of its assigns (with respect to its commitment to make Increases) that shall become a party to this Note Purchase Agreement pursuant to Section 10.04.

          “Commitment” means, with respect to any Committed Purchaser, an amount equal to such Purchaser’s Purchaser Percentage multiplied by the Maximum Funded Amount.

          “Conduit Assignee” shall mean any special-purpose vehicle issuing indebtedness in the commercial paper market administered by Bank Hapoalim B.M.

          “Conduit Purchaser” means Venus Funding Corporation and any of its permitted assigns that is a Conduit Assignee.

          “CP Rate” means, for any Fixed Period for any Funding Tranche, to the extent the Conduit Purchaser funds such Funding Tranche for such Fixed Period by issuing Commercial Paper, either the Match-Funding Rate or the Blended Rate, as determined by the program administrator of the applicable Conduit Purchaser in its sole discretion plus the Applicable Margin.

          “Eurodollar Rate” shall mean, with respect to any Funding Tranche funded or maintained by any Purchaser (or by any liquidity or credit support provider of the Conduit Purchaser), by reference to the LIBOR Rate, the Applicable Margin plus a rate per annum equal to the sum (rounded upwards, if necessary, to the next higher 1/100 of 1%) of (i) the rate obtained by dividing (A) the applicable LIBOR Rate by (B) a percentage equal to 100% minus the reserve percentage used for determining the maximum reserve requirement as specified in Regulation D (including, without limitation, any marginal, emergency, supplemental, special or other reserves) that is applicable to the Funding Agent during the related Fixed Period in respect of eurocurrency or eurodollar funding, lending or liabilities (or, if more than one percentage shall be so applicable, the daily average of such percentage for those days in such Fixed Period during which any such percentage shall be applicable) plus (ii) the then daily net annual assessment rate (rounded upwards, if necessary, to the nearest 1/100 of 1%) as estimated by the Funding Agent for determining the current annual assessment payable by the Funding Agent to the Federal Deposit Insurance Corporation in respect of eurocurrency or eurodollar funding, lending or liabilities.

          “Federal Bankruptcy Code” means the bankruptcy code of the United States of America codified in Title 11 of the United States Code.

          “Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

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          “Fee Letter” means the letter or letters dated as of the Closing Date between the Issuer and the Funding Agent setting forth certain fees payable by the Issuer in connection with the purchase of the VFN by the Funding Agent for the benefit of the Purchasers.

          “Fixed Period” means, (i) with respect to a new Funding Tranche, a period beginning on and including the date of funding and ending on and excluding the immediately succeeding Settlement Date (or such other date requested by the Issuer (or the Servicer on the behalf) and agreed to by the applicable Purchaser) and (ii) with respect to any existing Funding Tranche (to the extent not paid in full on a Settlement Date), a period beginning on and including such Settlement Date and ending on and excluding the immediately succeeding Settlement Date (or such other date requested by the Issuer (or the Servicer on the behalf) and agreed to by the applicable Purchaser); provided, that

     (i) any Fixed Period with respect to any Funding Tranche not funded by the issuance of Commercial Paper which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; provided, however, if interest in respect of such Fixed Period is computed by reference to the Eurodollar Rate, and such Fixed Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Fixed Period shall end on the next preceding Business Day;

     (ii) any Fixed Period with respect to any Funding Tranche not funded by the issuance of Commercial Paper will not be for a term of more than 31 days; and

     (iii) any Fixed Period in respect of which interest is computed by reference to the CP Rate may be terminated at the election of, and upon notice thereof to the Issuer by, the Conduit Purchaser (or its program administrator on its behalf) at any time, in which case the Funding Tranche allocated to such terminated Fixed Period shall be allocated to a new Fixed Period and shall accrue interest at the Base Rate.

          “Funding Agent” means Bank Hapoalim B.M., in its capacity as Funding Agent for the Purchasers.

          “Funding Tranche” means one or more portions of the Aggregate Purchaser Funded Amount used to fund or maintain the VFN that accrue interest by reference to different interest rates.

          “Governmental Actions” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Official Body required under any Governmental Rules.

          “Governmental Rules” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions of any Official Body and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Official Body.

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          “Increase” shall have the meaning assigned to such term in the Series Supplement.

          “Increase Amount” means the amount requested by the Issuer to be funded by the Purchasers on an Increase Date.

          “Increase Date” means the date on which an Increase occurs.

          “Indemnified Party” means any Purchaser, each entity providing credit or liquidity support to any Purchaser in connection with the VFN, the Funding Agent or any of their officers, directors, employees, agents, representatives, assignees or Affiliates.

          “Initial Purchase Price” has the meaning specified in Section 2.02.

          “Issuer Indemnified Amounts” has the meaning specified in Section 8.01(a).

          “LIBOR Rate” shall mean, with respect to any Funding Tranche, the rate at which deposits in dollars are offered to the Funding Agent, in the London interbank market at approximately 11:00 A.M. (London time) two (2) Business Days before the first day of the related Fixed Period in an amount approximately equal to the applicable Funding Tranche to which the Eurodollar Rate is to apply and for a period of time approximately equal to the applicable Fixed Period, as determined by the Funding Agent in its reasonable discretion.

          “Liquidity Purchasers” means each of the purchasers party to the Asset Purchase Agreement.

          “Match-Funding Rate” means, with respect to a Funding Tranche and a Fixed Period, the per annum rate equal to the “weighted average of the rates” (as defined below) related to the issuance of the Allocated Commercial Paper for such Funding Tranche. If such rate is a discount rate, the Match-Funding Rate shall be the rate resulting from converting such discount rate to an interest bearing equivalent rate. As used in this definition, the “weighted average of the rates” shall consist of (w) the actual interest rate (or discount) paid to purchasers of the Conduit Purchaser’s Commercial Paper, together with the commissions of placement agents and dealers in respect of such Commercial Paper, (x) certain documentation and transaction costs associated with the issuance of such Commercial Paper, (y) any incremental carrying costs incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by the Conduit Purchaser minus any income (net of such carrying costs) received from temporary reinvestment of funds received in respect of Funding Tranches funded with Allocated Commercial Paper pending their application to obligations of a Purchaser, and (z) the costs of other borrowings by the Conduit Purchaser, including borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market.

          “Maximum Funded Amount” means $100,000,000.

          “Notice of Increase” means a written notice of an Increase in the form of Exhibit A.

5

          “Purchase Expiration Date” means the date which is 364 days from the date of this Note Purchase Agreement (as such date may be extended from time to time pursuant to Section 2.04).

          “Purchaser Percentage” of any Committed Purchaser means (a) the percentage set forth on the signature page to this Note Purchase Agreement as changed by each Assignment and Acceptance entered into with an assignor or assignee, as the case may be, or (b) with respect to a Committed Purchaser that has entered into an Assignment and Acceptance, the percentage set forth therein as such Purchaser’s Purchaser Percentage, or such percentage as changed by each Assignment and Acceptance entered into between such Committed Purchaser and an assignor or assignee.

          “Purchasers” means the Conduit Purchaser and the Committed Purchasers.

          “Reduction” has the meaning specified in Section 2.05.

          “Required VFN Series Holders” means each Conduit Purchaser and the “Committed Purchasers” under all VFN Series whose aggregate commitment amounts under each such series equals at least 66²/₃% of the aggregate of the commitment amounts under all of the VFN Series.

          “Transfer Supplement” has the meaning specified in Section 10.4(b).

          “Variable Noteholders” means each holder of a variable funding note relating to any VFN Series issued from time to time pursuant to the terms of the Indenture.

          “VFN” means the Cofina Variable Funding Asset-Backed Note Series 2006-A in the maximum aggregate principal amount of $100,000,000 to be issued by the Issuer pursuant to the Indenture in the name of the Funding Agent on behalf of the Purchasers.

          “VFN Financing Costs” or “Series 2006-A Financing Costs” means, with respect to any Accrual Period, the VFN Interest Component for such Accrual Period.

          “VFN Interest Component” means, with respect to any Accrual Period, the result obtained by multiplying:

     (x) the weighted average of the rates applicable to all Funding Tranches outstanding during all or part of such Accrual Period (determined as of each day in such Accrual Period but estimated by the Funding Agent for the period from the Determination Date related to the applicable Settlement Date through such Settlement Date, with any adjustments to be made with respect to the VFN Interest Component for the next Accrual Period), each such rate being (a) to the extent the Conduit Purchaser is funding such Funding Tranche during such period through the issuance of Commercial Paper, the Eurodollar Rate, and (b) to the extent any Purchaser is not funding such Funding Tranche during such period through the issuance of Commercial Paper, a rate per annum (expressed as a percentage and an interest yield equivalent and calculated on the basis of a 360-day year and the actual days elapsed) equal to the Eurodollar Rate or Base Rate,

6

as applicable with respect to such Funding Tranche (as determined in the sole discretion of the Funding Agent); provided, however, that interest for any Funding Tranche shall not be considered paid by any distribution to the extent that all or a portion of such distribution is rescinded or must otherwise be returned for any reason; times

     (y) the average daily Aggregate Purchaser Funded Amount for such Accrual Period; times

     (z) a fraction, the numerator of which is the number of days in such Accrual Period and the denominator of which is 360 (or, if such VFN Interest Component is calculated by reference to the Base Rate, 365 or 366, as applicable).

          SECTION 1.02 Other Definitional Provisions. (a) Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture. All terms defined in this Note Purchase Agreement shall have the meanings given herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

          (b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.01, and accounting terms partially defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control.

          (c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Note Purchase Agreement shall refer to this Note Purchase Agreement as a whole and not to any particular provision of this Note Purchase Agreement; and Section, subsection, Schedule and Exhibit references contained in this Note Purchase Agreement are references to Sections, subsections, the Schedules and Exhibits in or to this Note Purchase Agreement unless otherwise specified.

ARTICLE II

PURCHASE AND SALE

          SECTION 2.01 Purchase and Sale of the VFN. On the terms and subject to the conditions set forth in this Note Purchase Agreement, and in reliance on the covenants, representations, warranties and agreements herein set forth, the Issuer hereby offers to sell to the Funding Agent, on behalf of the Purchasers, and the Funding Agent (i) may on behalf of the Conduit Purchaser or (ii) if the Conduit Purchaser elects not to make the purchase thereof at such time, shall, on behalf of the Committed Purchasers, purchase at the Closing the VFN in an initial outstanding principal amount equal to the Initial Note Principal.

          SECTION 2.02 Initial Purchase Price. The VFN is to be purchased at a price (the “Initial Purchase Price”) equal to 100% of the Initial Note Principal.

7

          SECTION 2.03 Increases. (a) Subject to the terms and conditions of this Note Purchase Agreement and the Series Supplement, from time to time prior to the Purchase Expiration Date upon receipt by the Trustee and the Funding Agent of a Notice of Increase, (i) the Funding Agent, on behalf of the Conduit Purchaser, and in the sole and absolute discretion of the Conduit Purchaser, may make Increases and (ii) if the Conduit Purchaser elects not to make an Increase, each Committed Purchaser severally agrees to fund its respective Purchaser Percentages of such Increase; provided, however, that no Committed Purchaser shall be required to fund a portion of any Increase if, after giving effect thereto, the portion of the Aggregate Purchaser Funded Amount funded by such Committed Purchaser hereunder plus the aggregate amount funded by such Committed Purchaser as a Liquidity Purchaser under the Asset Purchase Agreement would exceed its Purchaser Percentage times the Maximum Funded Amount.

          (b) Each Increase hereunder shall be subject to the further conditions precedent that:

          (i) The Funding Agent and the applicable Notice Persons shall have received copies of the Monthly Noteholders’ Statement most recently required to have been delivered under the Indenture;

          (ii) Each of the representations and warranties of each Cofina Entity made in the Transaction Documents to which it is a party shall be true and correct in all material respects as of the applicable Increase Date (except to the extent they expressly relate to an earlier or later time);

          (iii) Each Cofina Entity shall be in compliance in all material respects with all of its respective covenants contained in the Transaction Documents to which it is a party;

          (iv) No Early Amortization Event, Potential Early Amortization Event, Default, Event of Default or Servicer Default shall have occurred and be continuing;

          (v) The Purchase Expiration Date shall not have occurred;

          (vi) After giving effect to such Increase, no Borrowing Base Deficiency shall exist;

          (vii) The Funding Agent and the applicable Notice Persons shall have received a completed Notice of Increase with respect to such proposed Increase, not later than 2:00 p.m. (New York time) on the proposed date of such Increase;

          (c) Each Increase of the VFN shall be requested in an aggregate principal amount of $250,000 and integral multiples of $1,000 in excess thereof; provided, that an Increase may be requested in the entire remaining Maximum Funded Amount.

          (d) The purchase price of each Increase shall be equal to 100% of the Increase Amount, and shall be paid not later than 3:00 p.m. New York City time on the Increase Date by wire transfer of immediately available funds to such account as may from time to time be specified by the Issuer in a notice to the Funding Agent and the applicable Notice Persons.

8

          (e) All conditions set forth in Section 3.1(b) of the Series Supplement, to the extent applicable, shall have been satisfied at such time.

     Each “Increase” with respect to all VFN Series shall be allocated to each respective VFN Series as instructed by the Issuer in its sole discretion.

          SECTION 2.04 Extension of Purchase Expiration Date. The Issuer may advise the Funding Agent in writing of its desire to extend the Purchase Expiration Date for an additional 364 days; provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Purchase Expiration Date. The Funding Agent shall notify the Issuer in writing, within 45 days after its receipt of such request by the Issuer, whether the Purchasers or any of them agree to such extension (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect and, if the Purchasers so agree, the Issuer, the Funding Agent and the Purchasers shall enter into such documents as the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers and the Funding Agent in connection therewith (including reasonable attorneys’ fees and expenses) shall be paid by the Issuer); it being understood, that the failure of the Funding Agent to so notify the Issuer as set forth above shall not be deemed to be a consent to such request for extension.

          SECTION 2.05 Reduction of Maximum Funded Amount. On any Settlement Date prior to the Rapid Amortization Commencement Date, upon the written request of the Issuer, the Maximum Funded Amount may be permanently reduced (a “Reduction”) by the Issuer; provided that the Issuer shall have given the Funding Agent irrevocable written notice (effective upon receipt) of the amount of such Reduction prior to 10:00 a.m., New York time on a Business Day that is at least thirty (30) days prior to such Reduction; provided, further, that any such Reduction shall be in an amount equal to $10,000,000, or integral multiples of $5,000,000 in excess thereof; and provided, further, that no Reduction may cause the Maximum Funded Amount to be lower than $50,000,000.

          SECTION 2.05 Calculation of Monthly Interest. (a) On the Business Day prior to each Determination Date, the Funding Agent shall calculate (with respect to the CP Rate, based solely on such information provided by the Conduit Purchaser or its program administrator), for the applicable Accrual Period, the aggregate Monthly Interest for each Funding Tranche.

          (b) The Issuer agrees to pay, and the Issuer agrees to instruct the Servicer and the Trustee to pay, all amounts payable by it with respect to the VFN, this Note Purchase Agreement and the Series Supplement to the account designated by the applicable Purchaser. All such amounts shall be paid no later than 12:00 noon, New York City time, on the day when due as determined in accordance with this Note Purchase Agreement, the Indenture and the other Transaction Documents, in Dollars in immediately available funds.

          SECTION 2.06 Benefits of Indenture. The Issuer hereby acknowledges and confirms that each representation, warranty, covenant and agreement made pursuant to the Indenture by the Issuer to the Trustee is (unless such representation, warranty, covenant or

9

agreement specifically states otherwise) also made herein for the benefit and security of the Purchasers and the Funding Agent.

          SECTION 2.07 Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue or prepay any Funding Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Funding Tranche had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche for such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 and setting forth any amount or amounts that such Purchaser is entitled to receive pursuant to this Section 2.08 and the reasons therefor shall be delivered to the Issuer by the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three Business Days after receipt of notice thereof.

          SECTION 2.08 Illegality. Notwithstanding anything in this Note Purchase Agreement or any other Transaction Document to the contrary, if, after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law), shall make it unlawful for any Purchaser (or its liquidity and credit support providers, if applicable) to acquire or maintain a Funding Tranche by reference to the Eurodollar Rate as contemplated by this Note Purchase Agreement (or the applicable Asset Purchase Agreement), (i) the Funding Agent on behalf of such Purchaser (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) shall, within forty-five (45) days after receiving actual knowledge thereof, deliver a certificate to the Issuer (with a copy to the applicable Funding Agent) setting forth the basis for such illegality, which certificate shall be conclusive absent manifest error, and (ii) such Purchaser’s portion of any Funding Tranche maintained by reference to the Eurodollar Rate then outstanding shall be converted automatically to a Funding Tranche maintained by reference to the Base Rate.

          SECTION 2.09 Inability to Determine Eurodollar Rate. If, prior to the first day of any Fixed Period relating to any Funding Tranche maintained by reference to the Eurodollar Rate:

10

     (1) the Funding Agent shall have determined (which determination in the absence of manifest error shall be conclusive and binding upon the Issuer) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Fixed Period; or

     (2) the Funding Agent shall have received notice from one or more Purchasers (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) that the Eurodollar Rate determined or to be determined for such Fixed Period will not adequately and fairly reflect the cost to such Purchasers (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) (as conclusively certified by such Person) of purchasing or maintaining their affected portions of such Funding Tranches during such Fixed Period;

then, in either such event, the Funding Agent shall give telecopy or telephonic notice thereof (confirmed in writing) to the Issuer as soon as practicable (but, in any event, within thirty (30) days after such determination or notice, as applicable) thereafter. Until such notice has been withdrawn by the Funding Agent, no further Funding Tranches shall be funded or maintained at the Eurodollar Rate. The Funding Agent agrees to withdraw any such notice as soon as reasonably practicable after the Funding Agent is notified of a change in circumstances which makes such notice inapplicable.

          SECTION 2.10 Fees. The Issuer shall pay to the Funding Agent for the benefit of the applicable Purchasers as and when due and in accordance with the provisions for payment set forth in Article 5 of the Series Supplement, each of the fees specified in the Fee Letter.

ARTICLE III

CLOSING

          SECTION 3.01 Closing. The closing (the “Closing”) of the purchase and sale of the VFN shall take place on or about 10:00 a.m. on February 21, 2006, or if the conditions to closing set forth in Article IV of this Note Purchase Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein as the “Closing Date”).

          SECTION 3.02 Transactions to be Effected at the Closing. At the Closing (a) the Funding Agent will (to the extent received from the Purchasers) deliver to the Issuer funds in an amount equal to the Initial Purchase Price by wire transfer of immediately available funds to a bank account designated by the Issuer to the Funding Agent at least two Business Days prior to the Closing Date; and (b) the Issuer shall deliver the VFN to the Funding Agent in satisfaction of the Issuer’s obligation to the Funding Agent hereunder.

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ARTICLE IV

CONDITIONS PRECEDENT TO
PURCHASE ON THE CLOSING DATE

          The purchase by the Funding Agent on behalf of the Purchasers of the VFN is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived by the Funding Agent in its sole discretion):

          SECTION 4.01 Performance by Cofina Entities. All the terms, covenants, agreements and conditions of the Transaction Documents to which each Cofina Entity is a party to be complied with and performed by the Cofina Entities at or before the Closing shall have been complied with and performed in all material respects.

          SECTION 4.02 Representations and Warranties. Each of the representations and warranties of each Cofina Entity made in the Transaction Documents to which it is a party shall be true and correct in all material respects as of the time of the Closing (except to the extent they expressly relate to an earlier or later time).

          SECTION 4.03 Corporate Documents. The Funding Agent shall have received copies of the (i) certificate of incorporation or certificate of formation, as applicable, good standing certificate and by-laws or limited liability company agreement, as applicable, of each Cofina Entity, (ii) board of directors resolutions or resolutions of the managing member, as applicable, of each Cofina Entity with respect to the Transaction Documents to which it is a party, and (iii) incumbency certificate of each Cofina Entity, each certified by appropriate corporate or limited liability company authorities.

          SECTION 4.04 Opinions of Counsel. The Funding Agent shall have received favorable opinions from counsel to the Sellers, the Servicer and the Issuer dated as of the Closing Date and reasonably satisfactory in form and substance to the Funding Agent and its counsel, as to such matters as the Funding Agent and its counsel may reasonably request.

          SECTION 4.05 Reports. The Funding Agent shall have received a copy of the most recent Monthly Servicer Report prior to Closing.

          SECTION 4.06 Financing Statements. The Funding Agent shall have received evidence satisfactory to it of the completion of all recordings, registrations, notices and filings as may be necessary or, in the opinion of the Funding Agent, desirable to perfect or evidence the sale and assignment by each Seller to the Issuer of their respective ownership interests in the Receivables, Related Security and other collateral in the Trust Estate and the proceeds thereof and the security interest granted to the Trustee for the benefit of the Secured Parties pursuant to the granting clauses of the Indenture:

          SECTION 4.07 Documents. The Funding Agent shall have received a duly executed counterpart of each of the Transaction Documents and each and every document or certification delivered by any party in connection with any of such agreements, and each such document shall be in full force and effect.

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          SECTION 4.08 VFN. The Funding Agent shall have received an executed VFN being purchased by the Purchasers, registered in the name of the Funding Agent, as agent for the Purchasers.

          SECTION 4.09 No Actions or Proceedings. No action, suit, proceeding or investigation by or before any Official Body shall have been instituted to restrain or prohibit the consummation of, or to invalidate, the transactions contemplated by the Transaction Documents and the documents related thereto in any material respect.

          SECTION 4.10 Approvals and Consents. All Governmental Actions of all Official Bodies required with respect to the transactions contemplated by the Transaction Documents and the other documents related thereto shall have been obtained or made.

          SECTION 4.11 Officer’s Certificates. The Funding Agent shall have received a certificate of a Responsible Officer from each Cofina Entity (each, an “Officer’s Certificate”) in form and substance reasonably satisfactory to the Funding Agent and its counsel, dated as of the Closing Date, certifying as to the satisfaction of the conditions set forth in Sections 4.01 and 4.02 with respect to such Cofina Entity.

          SECTION 4.12 Accounts. The Funding Agent shall have received evidence that the Collection Account, Series 2006-A Settlement Account and the Spread Maintenance Account have been established in accordance with the terms of the Indenture.

          SECTION 4.13 Expenses. Costs and expenses of the Funding Agent and the Purchasers accrued and payable under Section 8.04, including all accrued attorneys’ fees and expenses shall have been paid.

          SECTION 4.14 Liens. The Funding Agent shall have received UCC search reports showing that no Liens exist on the Receivables, Related Security or any other assets or collateral in the Trust Estate, other than (i) Liens in favor of (or appropriately assigned to) the Trustee, (ii) Permitted Encumbrances, and (iii) Liens for which releases or acceptable assignments or other amendments have been delivered to the Trustee.

          SECTION 4.15 Other Documents. The Cofina Entities shall have furnished to the Funding Agent such other information, certificates and documents as the Funding Agent may reasonably request.

          SECTION 4.16 Payment of Fees. The fees due on the Closing Date (as specified in the Fee Letter) shall have been paid.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

          SECTION 5.01 Representations and Warranties of the Issuer. The representations and warranties made by the Issuer in the other Transaction Documents are hereby remade by the Issuer on each date to which they are made in such Transaction Documents as if

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such representations and warranties were set forth herein. For purposes of this Section 5.01, such representations and warranties are incorporated by reference herein in their entirety.

          SECTION 5.02 Reaffirmation of Representations and Warranties by the Issuer. On the Closing Date and on each day that an Increase is made hereunder, the Issuer, by accepting the proceeds thereof, shall be deemed to have certified that all of its representations and warranties contained in the Transaction Documents are true and correct on and as of such day as though made on and as of such day (except to the extent they relate to an earlier date or later time, and then as of such earlier date or later time).

ARTICLE VI

REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO THE FUNDING AGENT AND THE PURCHASERS

          The Funding Agent and each Purchaser hereby makes with respect to itself the following representations and warranties to the Issuer on which the Issuer shall rely in entering into this Note Purchase Agreement:

          SECTION 6.01 Securities Laws; Transfer Restrictions. The Funding Agent and each of the Purchasers represents and warrants to the Issuer, as of the date hereof (or as of a subsequent date on which a successor or assign of any Purchaser shall become a party hereto), and agrees that:

          (a) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and it is able and prepared to bear the economic risk of investing in, the VFN;

          (b) it is purchasing the VFN for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (a) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution;

          (c) it understands that (i) the VFN has not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act, (ii) the Issuer is not required to so register or qualify the VFN, and (iii) the VFN may be resold, pledged or otherwise transferred only (A) to the Issuer, (B) to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act, or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act, in each case in accordance with the provisions of the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction;

          (d) it understands that upon original issuance thereof, and until such time as the same may no longer be required under the applicable requirements of the Securities Act, the

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certificate evidencing the VFN (and all securities issued in exchange therefor or substitution thereof) shall bear a restrictive legend substantially in the form set forth in the form of VFN included as an exhibit to the Series Supplement; and

          (e) it will obtain from any transferee of the VFN (or any interest therein) substantially the same representations, warranties and agreements contained in this Section 6.01.

          SECTION 6.02 Enforceability. This Note Purchase Agreement has been duly authorized, executed and delivered by each Purchaser and the Funding Agent, and is the valid and legally binding obligation of such Person, enforceable against such Person in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

ARTICLE VII

COVENANTS

          SECTION 7.01 Covenants. The Issuer hereby covenants that, until the termination of the Transaction Documents, unless the Purchasers shall otherwise consent in writing:

          (a) Monthly Noteholders’ Statement; Notice of Adverse Effect. The Issuer will cause each Monthly Noteholders’ Statement pertaining to the Series Supplement to be delivered to each Purchaser, contemporaneously with the delivery thereof to the Trustee.

          (b) Notice of Default. As soon as possible, and in any event within one (1) day after the occurrence thereof, the Issuer shall (or shall cause the Servicer to) give each Purchaser written notice of each Early Amortization Event, Potential Early Amortization Event, Default, Event of Default or Servicer Default.

          (c) Further Assurances. The Issuer agrees to take any and all acts and to create any and all further instruments necessary or reasonably requested by the Funding Agent to fully effect the purposes of this Note Purchase Agreement.

          (d) Notice of Modifications to Transaction Documents and Credit Manual. The Issuer shall (or shall cause the Servicer to) give the Funding Agent and each Purchaser written notice of any proposed amendment, modification or waiver of any provision of the Transaction Documents. In addition, the Issuer shall not amend (or consent to the amendment of) the Credit Manual without the prior written consent of the Funding Agent.

          (e) Expenses. Whether or not the Closing takes place, except as otherwise expressly provided herein or in the Fee Letter, all reasonable costs and expenses incurred by the Purchasers or the Funding Agent in connection with this Note Purchase Agreement and the transactions contemplated hereby shall be paid by the Issuer.

          SECTION 7.02 Incorporation. The covenants of the Issuer in the other Transaction Documents are hereby incorporated herein in their entirety and the Issuer hereby

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covenants and agrees to perform such covenants as though such covenants were set forth in full herein.

ARTICLE VIII

INDEMNIFICATION

          SECTION 8.01 Indemnification. Without limiting any other rights which the Funding Agent or the Purchasers may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Issuer Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Note Purchase Agreement, the other Transaction Documents, the ownership, either directly or indirectly, of any interest in the VFN or any of the other transactions contemplated hereby or thereby, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party. Without limiting the generality of the foregoing, and subject to the exclusions set forth in the preceding sentence, the Issuer shall indemnify each Indemnified Party for Issuer Indemnified Amounts relating to or resulting from:

          (a) any representation or warranty made by the Issuer under this Note Purchase Agreement, in any of the other Transaction Documents, in any Monthly Servicer Report or in any other written information or report delivered by the Issuer pursuant hereto or thereto, which shall have been false or incorrect in any respect when made or deemed made;

          (b) the failure by the Issuer to comply with any applicable Requirement of Law with respect to any portion of the Trust Estate, or the nonconformity of any portion of the Trust Estate with any applicable Requirement of Law;

          (c) any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Loan not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms);

          (d) the failure by the Issuer to comply with any term, provision or covenant contained in this Note Purchase Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties under the Trust Estate;

          (e) the failure of the Issuer to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any portion of the Trust Estate;

          (f) any reduction in the aggregate outstanding principal balance of the VFN or any Funding Tranche with respect to any Purchaser as a result of the distribution of Collections pursuant to Article V of the Indenture and/or the Series Supplement, if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason;

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          (g) the commingling by the Issuer of Collections at any time with other funds;

          (h) any investigation, litigation or proceeding related to this Note Purchase Agreement, any of the other Transaction Documents, the use of proceeds by the Issuer, the ownership directly or indirectly of the VFN or any interest in the Trust Estate;

          (i) any failure of the Issuer to give reasonably equivalent value to any Seller in consideration of the purchase by the Issuer from such Seller of any Receivable, or any attempt by any Person to void, rescind or set aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code;

          (j) any action taken by the Issuer in the enforcement or collection of any portion of the Trust Estate;

          (k) the failure of any Receivable included in any Monthly Servicer Report or other periodic report as an Eligible Receivable for purposes of any calculation based on Eligible Receivables or otherwise to be an Eligible Receivable at the time of such calculation;

          (l) the failure to vest in the Trustee (for the benefit of the Purchasers and the other Secured Parties) (i) to the extent the perfection of a security interest in such property is governed by the UCC, a valid and enforceable first priority perfected security interest in such Receivables, Related Security and other related rights or (ii) if the perfection of such security interest is not governed by the UCC, a valid and enforceable lien or security interest in such Receivables, Related Security and other related rights, in each case, free and clear of any Adverse Claim; or

          (m) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the Receivables, Related Security and other related rights transferred or purported to be transferred hereunder whether at the time of any purchase or at any subsequent time.

     If for any reason the indemnification provided in this Section 8.01 is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless for the Issuer Indemnified Amounts, then the indemnifying party shall (subject to the exclusions set forth in the first sentence of this Section 8.01) contribute to the maximum amount payable or paid to such Indemnified Party as a result of the applicable claim, damage, expense, loss or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the indemnifying party on the other hand, but also the relative fault of such Indemnified Party (if any) and the indemnifying party and any other relevant equitable considerations. The parties hereto acknowledge and agree that all amounts payable under this Section 8.01 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          SECTION 8.02 Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment or change in the

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interpretation of any existing or future law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:

          (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) or shall impose on any Affected Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or

          (ii) imposes upon any Affected Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents,

and the result of any of the foregoing is to increase the cost to such Affected Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Party to be material, then, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          (b) If any Affected Party shall have determined that after the Closing Date, the adoption of any applicable law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the

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amount of capital required to be maintained by such Affected Party, the effect of reducing the rate of return on capital of such Affected Party as a consequence of such Affected Party’s obligations hereunder or with respect hereto to a level below that which such Affected Party could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.2(b). In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          SECTION 8.03 Indemnity for Taxes. (a) All payments made by the Issuer to the Funding Agent for the benefit of the Purchasers under this Note Purchase Agreement or any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future stamp or similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Funding Agent or any other Affected Party, in each case imposed by any jurisdiction under the laws of which the Funding Agent or such Affected Party is organized or any political subdivision or taxing authority thereof or therein (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”). If any such Taxes are required to be withheld from any amounts payable to the Funding Agent or any Affected Party hereunder, the amounts so payable to the Funding Agent or such Affected Party shall be increased to the extent necessary to yield to the Funding Agent or such Affected Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer shall indemnify the Funding Agent or any such Affected Party for the full amount of any such Taxes on the first Settlement Date which is not less than ten (10) days after the date of written demand therefor by the Funding Agent.

          (b) Each Affected Party that is a Non-United States Person shall:

          (i) deliver to the Issuer and the Funding Agent two duly completed copies of IRS Form W-8 BEN or Form W-8 ECI, or successor applicable form, as the case may be;

          (ii) deliver to the Issuer and the Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification

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expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Issuer; and

          (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer or the Funding Agent;

unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, renders all such forms inapplicable or which, regardless of the identity of the Affected Party, would prevent such Affected Party from duly completing and delivering any such form with respect to it, and such Affected Party so advises the Issuer and the Funding Agent. Each such Affected Party so organized shall certify in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as the case may be), (i) it is entitled to receive all payments hereunder without deduction or withholding for or on account of any United States federal Taxes and (ii) it is permitted to take the actions described in the preceding sentence under the laws and any applicable double taxation treaties of the jurisdiction of its head office or any booking office used in connection with this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement form.

          (c) Limitations. Each Affected Party agrees to use reasonable efforts to mitigate the imposition of any Taxes referred to in this Section 8.03, including changing the office of such Affected Party from which any Funding Tranche (or portion thereof) funded or maintained by such Affected Party or this Note Purchase Agreement is booked; provided that such reasonable efforts would not be disadvantageous to such Affected Party or result in the imposition of any additional Taxes upon such Affected Party or cause such Affected Party, in its good faith judgment, to violate one or more of its policies in order to avoid such imposition of Taxes. The parties hereto acknowledge and agree that all amounts payable under this Section 8.03 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          SECTION 8.04 Other Costs, Expenses and Related Matters. (a) The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold the Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent and/or the Purchasers) or intangible, documentary or recording

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taxes incurred by or on behalf of the Funding Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust Estate) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Funding Agent’s or such Purchaser’s enforcement or preservation of rights (including the perfection and protection of the Purchasers’ interest in the Trust Estate under this Note Purchase Agreement and the other Transaction Documents), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          (b) The Funding Agent will notify the Issuer and the Servicer in writing of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods.

          (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the future.

ARTICLE IX

THE FUNDING AGENT

          SECTION 9.01 Authorization and Action. Each Purchaser hereby accepts the appointment of and authorizes the Funding Agent to take such action as agent on its behalf and to exercise such powers as are delegated to the Funding Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Purchasers hereby authorize the Funding Agent, in its sole discretion, to take any actions and exercise any rights or remedies under this Note Purchase Agreement and any permitted related agreements and documents. Except for actions which the Funding Agent is expressly required to take pursuant to this Note Purchase Agreement or the applicable Asset Purchase Agreement, the Funding Agent shall not be required to take any action which exposes the Funding Agent to personal liability or which is contrary to applicable law unless the Funding Agent shall receive further assurances to its satisfaction from

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the Purchasers of the indemnification obligations under Section 9.04 against any and all liability and expense which may be incurred in taking or continuing to take such action. The Funding Agent agrees to give to the Purchasers prompt notice of each notice and determination given to it by the Issuer, the Servicer or the Trustee, pursuant to the terms of this Note Purchase Agreement or the other Transaction Documents. Subject to Section 9.06, the appointment and authority of the Funding Agent hereunder shall terminate upon the later of (i) the payment to (a) the Purchasers of all amounts owing to the Purchasers hereunder and (b) the Funding Agent of all amounts due hereunder and (ii) the Series 2006-A Termination Date.

          SECTION 9.02 Funding Agent’s Reliance, Etc. Neither the Funding Agent nor any of its directors, officers, agents who are natural persons or employees shall be liable for any action taken or omitted to be taken by it or them as Funding Agent under or in connection with this Note Purchase Agreement or any related agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Funding Agent: (i) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to the Purchasers and shall not be responsible to the Purchasers for any statements, warranties or representations made by any other Person in connection with any Transaction Document; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Transaction Document on the part of any Person or to inspect the property (including the books and records) of any Person; (iv) shall not be responsible to any Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of any Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

          SECTION 9.03 Funding Agent and Affiliates. The Funding Agent and its respective Affiliates may generally engage in any kind of business with the Issuer, the Servicer, any Obligor, any of their respective Affiliates and any Person who may do business with or own securities of the Issuer, any Seller, the Servicer, any Obligor or any of their respective Affiliates, all as if such entities were not the Funding Agent and without any duty to account therefor to the Purchasers.

          SECTION 9.04 Indemnification. Each Purchaser (other than the Conduit Purchaser) severally agrees to indemnify the Funding Agent (to the extent not reimbursed by any Cofina Entity), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Funding Agent in any way relating to or arising out of any Transaction Document or any action taken or omitted by the Funding Agent under any Transaction Document; provided, that (i) no Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting or arising from the Funding Agent’s gross negligence or willful misconduct and (ii) no Purchaser shall be liable for any amount in respect of any compromise or settlement or any of the foregoing unless such compromise or settlement

22

is approved by the majority of the Purchasers (other than the Conduit Purchaser) (based on Purchaser Percentages). Without limitation of the generality of the foregoing, each Purchaser (other than a Conduit Purchaser), agrees to reimburse the Funding Agent, promptly upon demand, for any reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by the Funding Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, any Transaction Document; provided, that no Purchaser shall be responsible for the costs and expenses of the Funding Agent in defending itself against any claim alleging the gross negligence or willful misconduct of the Funding Agent to the extent such gross negligence or willful misconduct is determined by a court of competent jurisdiction in a final and non-appealable decision.

          SECTION 9.05 Purchase Decision. Each Purchaser acknowledges that it has, independently and without reliance upon the Funding Agent, and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Note Purchase Agreement and to purchase an interest in the VFN. Each Purchaser also acknowledges that it will, independently and without reliance upon the Funding Agent or any of its Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Note Purchase Agreement or any related agreement, instrument or other document.

          SECTION 9.06 Successor Funding Agent. The Funding Agent may resign at any time by giving thirty (30) days’ written notice thereof to the Purchasers, the Issuer and the Trustee. Upon any such resignation, the Purchasers shall have the right to appoint a successor Funding Agent. If no successor Funding Agent shall have been so appointed and shall have accepted such appointment, within thirty days after the retiring Funding Agent’s giving of notice of resignation, then the retiring Funding Agent may, on behalf of the Purchasers, appoint a successor Funding Agent. Upon the acceptance of any appointment as Funding Agent hereunder by a successor Funding Agent, such successor Funding Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Funding Agent, and the retiring Funding Agent shall be discharged from its duties and obligations under this Note Purchase Agreement and the other Transaction Documents (other than obligations arising or to have been performed prior to such retirement). After any retiring Funding Agent’s resignation hereunder as Funding Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Funding Agent under this Note Purchase Agreement and the other Transaction Documents.

ARTICLE X

MISCELLANEOUS

          SECTION 10.01 Amendments. No amendment or waiver of any provision of this Note Purchase Agreement shall in any event be effective unless the same shall be signed by each of the parties hereto, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

23

          SECTION 10.02 Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and mailed, telefaxed (receipt confirmed) or hand delivered, as to each party hereto, at its address set forth in Schedule I hereto or at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and communications shall be effective upon receipt by the addressee.

          SECTION 10.03 No Waiver; Remedies. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

          SECTION 10.04 Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding on the parties hereto and their respective successors and assigns; provided, however, that the Issuer may not assign any of its rights or delegate any of its duties hereunder or under any of the other Transaction Documents to which it is a party without the prior written consent of the Funding Agent. No provision of this Note Purchase Agreement or any other Transaction Document shall in any manner restrict the ability of any Purchaser to assign, participate, grant security interests in, or otherwise transfer any portion of its interest in the VFN (and its rights to receive any payments in respect thereof, including in connection with any collateral securing payment with respect to such VFN); provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture; provided, further, that unless otherwise consented to by the Issuer, such transferee, participant or assignee shall have executed and delivered to the Issuer, the Trustee and the Funding Agent a Transfer Supplement (as defined in subsection (b) below), with such changes as shall be reasonably acceptable to the Issuer. Without limiting the foregoing, any Conduit Purchaser may, in one or a series of transactions, transfer all or any portion of its interest in the VFN, and its rights and obligations under the Transaction Documents to a Conduit Assignee, a Committed Purchaser or any bank or other financial institution providing liquidity or credit support to the Conduit Purchaser under the Asset Purchase Agreement.

          (b) Each Committed Purchaser may assign to one or more Persons (each an “Assignee Committed Purchaser”), reasonably acceptable to the Issuer and the Funding Agent a portion of such Purchaser’s commitment in respect of its Purchaser Percentage of the Maximum Funded Amount (for each such Purchaser, the “Commitment”) pursuant to a supplement hereto, substantially in the form of Exhibit C with any changes as have been approved by the parties thereto (a “Transfer Supplement”), executed by each such Assignee Committed Purchaser, the assignor Committed Purchaser, and the Funding Agent; provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture. Any such assignment by a Committed Purchaser pursuant to this paragraph cannot be for an amount less than $10,000,000. Upon (i) the execution of the Transfer Supplement, (ii) delivery of an executed copy thereof to the Issuer and the Funding Agent and (iii) solely to the extent such assignor Committed Purchaser has any portion of the Aggregate Purchaser Funded Amount outstanding, payment by the Assignee Committed Purchaser to the assignor Committed Purchaser of the agreed purchase price, such assignor Committed Purchaser shall be released from its obligations hereunder to the extent of such

24

assignment and such Assignee Committed Purchaser shall for all purposes herein be a Committed Purchaser party hereto and shall have all the rights and obligations of a Committed Purchaser hereunder to the same extent as if it were an original party hereto. The amount of the Commitment of the assignor Committed Purchaser allocable to such Assignee Committed Purchaser shall be equal to the amount of the portion of the Commitment of the assignor Committed Purchaser transferred, regardless of the purchase price paid therefor. The Transfer Supplement shall be an amendment hereof only to the extent necessary to reflect the addition of such Assignee Committed Purchaser as an “Committed Purchaser” and any resulting adjustment of the assignor Committed Purchaser’s Commitment.

          (c) Any Purchaser may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more Persons (each, a “Participant”) participating interests in all or a portion of its rights and obligations under this Note Purchase Agreements; provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture. Notwithstanding any such sale by a Purchaser of participating interests to a Participant, such Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and the other parties hereto shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Note Purchase Agreement. Each Participant shall be entitled to the benefits of Article VIII; provided, however, that all amounts payable to any such Participant shall be limited to the amounts which would have been payable to the Purchaser selling such participating interest had such interest not been sold.

          (d) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the VFN or hereunder shall have been paid in full.

          SECTION 10.05 Confidentiality. The Issuer shall maintain, and shall cause each officer, employee and agent of itself and its Affiliates to maintain, the confidentiality of the Transaction Documents and all other confidential proprietary information with respect to the Funding Agent and the Purchasers and each of their respective businesses obtained by them in connection with the structuring, negotiation and execution of the transactions contemplated herein and in the other Transaction Documents, except for information that has become publicly available or information disclosed (i) to legal counsel, accountants and other professional advisors to the Issuer and its Affiliates, (ii) as required by law, regulation, the requirements of the any self-regulating organization such as a stock exchange or legal process or (iii) in connection with any legal or regulatory proceeding to which the Issuer or any of its Affiliates is subject; it being understood, that solely with respect to the Base Indenture, the Issuer may distribute such Base Indenture to the holders of any Notes issued pursuant thereto from time to time. The Issuer hereby consents to the disclosure of any nonpublic information with respect to it received by the Funding Agent or any Purchaser from the Issuer or the Servicer to (i) any of the Purchasers or the Funding Agent, (ii) legal counsel, accountants and other professional advisors to the Funding Agent, the Purchasers or their Affiliates, (iii) as required by law, regulation or legal process, (iv) in connection with any legal or regulatory proceeding to which the Funding Agent, any Purchaser or any of their Affiliates is subject, (v) any nationally

25

recognized rating agency providing a rating or proposing to provide a rating to the Conduit Purchasers’ Commercial Paper or the VFN, (vi) any placement agent which proposes herein to offer and sell the Conduit Purchasers’ Commercial Paper, (vii) any provider of the Conduit Purchasers’ program-wide liquidity or credit support facilities, (viii) any potential Committed Purchaser or (ix) any participant or potential participant of the Commitment of any Committed Purchaser, the Trustee, any Enhancement Provider, any Secured Party, or any liquidity or credit support provider of a Conduit Purchaser; provided, that the Funding Agent and the Purchasers, as the case may be, shall advise any such recipient of information that the information they receive is nonpublic information and may not be disclosed or used for any other purposes other than that for which it is disclosed to such recipient without the prior written consent of the Issuer.

          SECTION 10.06 GOVERNING LAW; JURISDICTION. THIS NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS. EACH OF THE PARTIES TO THIS NOTE PURCHASE AGREEMENT HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

          SECTION 10.07 Wavier of Trial by Jury. To the extent permitted by applicable law, each of the parties hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim arising out of or in connection with this Note Purchase Agreement or any matter arising hereunder.

          SECTION 10.08 No Proceedings. The Issuer agrees that so long as any indebtedness of the Conduit Purchaser shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any indebtedness of the Conduit Purchaser shall have been outstanding, it shall not file, or join in the filing of, a petition against such Conduit Purchaser under the Federal Bankruptcy Code, or join in the commencement of any bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar proceeding against the Conduit Purchaser.

          SECTION 10.09 Execution in Counterparts. This Note Purchase Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

          SECTION 10.10 No Recourse. Notwithstanding anything to the contrary contained herein, the obligations of the Purchasers under this Note Purchase Agreement are solely the corporate obligations of the Purchasers and, in the case of obligations of the Conduit Purchaser other than Commercial Paper, shall be payable at such time as funds are actually received by, or are available to, the Conduit Purchaser in excess of funds necessary to pay in full

26

all outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against the Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper.

     No recourse under any obligation, covenant or agreement of the Conduit Purchaser contained in this Note Purchase Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of the Conduit Purchaser (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Note Purchase Agreement is solely a corporate obligation of the Conduit Purchaser, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Conduit Purchaser (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Conduit Purchaser contained in this Note Purchase Agreement, or implied therefrom, and that any and all personal liability for breaches by the Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Note Purchase Agreement; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken by them.

          SECTION 10.11 Survival. All representations, warranties, covenants, guaranties and indemnifications contained in this Note Purchase Agreement, and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the sale, transfer or repayment of the VFN.

27

          IN WITNESS WHEREOF, the parties have caused this Note Purchase Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

COFINA FUNDING, LLC, as Issuer,
By:
	Name:
	Title:
VENUS FUNDING CORPORATION, as Conduit Purchaser
By:
	Name:
	Title:
BANK HAPOALIM B.M., as Funding Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
HSH NORDBANK AG, NEW YORK BRANCH, as a Committed Purchaser
By:
	Name:
	Title:
By:
	Name:
	Title:
	Purchaser Percentage: 100%

Note Purchase Agreement

EXHIBIT A

Form of Notice of
Increase

1.	Proposed Increase Date:
2.	Amount of requested Increase (lesser of minimum amount of $                     or remaining Maximum Funded Amount)	$
3.	Purchase Price	$
4.	Remaining Maximum Funded Amount (after giving effect to the requested Increase)	$

5. Certifications:

(a)

The representations and warranties of Cofina Funding, LLC ( the “Issuer”) in the Base Indenture dated as of October 10, 2005 (as amended) between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”); the Series 2006-A Supplement, dated as of February 21, 2006, between the Issuer and the Trustee; and the Note Purchase Agreement dated as of February 21, 2006 (the “Note Purchase Agreement”), among the Issuer, the Conduit Purchaser, the Funding Agent and the Committed Purchasers named therein, are true and correct in all material respects on the date hereof (except to the extent they expressly relate to an earlier or later time and then as of such earlier or later time).

(b)

The conditions to the Increase specified in Section 2.03 of the Note Purchase Agreement have been satisfied and will be satisfied as of the applicable Increase Date.

COFINA FUNDING, LLC, as Issuer
By
	Authorized Officer

Date of Notice:                     

EXHIBIT B

Series 2006-A Officer’s Certificate

     Cofina Funding, LLC (the “Issuer”), pursuant to Section 4.12 of the Note Purchase Agreement dated as of February 21, 2006 (the “Note Purchase Agreement”), among the Issuer, Venus Funding Corporation, as the Conduit Purchaser, Bank Hapoalim B.M., as Funding Agent and Bank Hapoalim B.M., as a Committed Purchaser, the Issuer hereby certifies that, to the best of its knowledge, after reasonable investigation: (a) all of the terms, covenants, agreements and conditions of the Transaction Documents to be complied with and performed by Issuer on or before the date hereof have been complied with and performed in all material respects; and (b) the representations and warranties of Issuer made in the Transaction Documents to which it is a party are true and correct in all material respects on and as of the date hereof (except to the extent they expressly relate to an earlier or later time and then as of such earlier or later time).

     Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Note Purchase Agreement.

     IN WITNESS WHEREOF, I have hereunto set my hand as of this       day of                     , 20     .

COFINA FUNDING, LLC, as Issuer,
By:
	Name:
	Title:

SCHEDULE I

Addresses for Notices

If to:

Issuer:

Cofina Funding, LLC
5500 Cenex Drive
St. Paul, Minnesota 55077
Attention: Sharon Barber
Telephone: (651) 355-6974
Facsimile: (651) 451-4917

Funding Agent:

Bank Hapoalim
1777 Avenue of the Americas
New York, New York 10036
Attn: Brian W. James
Telephone: (212) 782-2343
Facsimile: (212) 782-2345

Committed Purchaser:

Bank Hapoalim
1777 Avenue of the Americas
New York, New York 10036
Attention: Brian W. James
Telephone: (212) 782-2343
Facsimile: (212) 782-2345

Conduit
Purchaser:

Venus Funding Corporation
c/o Bank Hapoalim
1777 Avenue of the Americas
New York, New York 10036
Attn: Brian W. James
Telephone: (212) 782-2343
Facsimile: (212) 782-2345

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
SECTION 1.01 Certain Defined Terms		1
SECTION 1.02 Other Definitional Provisions		7
ARTICLE II PURCHASE AND SALE		7
SECTION 2.01 Purchase and Sale of the VFN		7
SECTION 2.02 Initial Purchase Price		7
SECTION 2.03 Increases		8
SECTION 2.04 Extension of Purchase Expiration Date		9
SECTION 2.06 Calculation of Monthly Interest		9
SECTION 2.07 Benefits of Indenture		10
SECTION 2.08 Broken Funding		10
SECTION 2.09 Illegality		10
SECTION 2.10 Inability to Determine Eurodollar Rate		11
SECTION 2.11 Fees		11
ARTICLE III CLOSING		11
SECTION 3.01 Closing		11
SECTION 3.02 Transactions to be Effected at the Closing		11
ARTICLE IV CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE		12
SECTION 4.01 Performance by Cofina Entities		12
SECTION 4.02 Representations and Warranties		12
SECTION 4.03 Corporate Documents		12
SECTION 4.04 Opinions of Counsel		12
SECTION 4.05 Reports		12
SECTION 4.06 Financing Statements		12
SECTION 4.07 Documents		13
SECTION 4.08 VFN		13
SECTION 4.09 No Actions or Proceedings		13
SECTION 4.10 Approvals and Consents		13
SECTION 4.11 Officer’s Certificates		13
SECTION 4.12 Accounts		13
SECTION 4.13 Expenses		13

i

TABLE OF CONTENTS
(continued)

	Page
SECTION 4.14 Liens		13
SECTION 4.15 Other Documents		13
SECTION 4.16 Payment of Fees		13
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ISSUER		14
SECTION 5.01 Representations and Warranties of the Issuer		14
SECTION 5.02 Reaffirmation of Representations and Warranties by the Issuer		14
ARTICLE VI REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE FUNDING AGENT AND THE PURCHASERS		14
SECTION 6.01 Securities Laws; Transfer Restrictions		14
SECTION 6.02 Enforceability		15
ARTICLE VII COVENANTS		15
SECTION 7.01 Covenants		15
SECTION 7.02 Incorporation		16
ARTICLE VIII INDEMNIFICATION		16
SECTION 8.01 Indemnification		18
SECTION 8.02 Indemnity for Reserves and Expenses		19
SECTION 8.03 Indemnity for Taxes		21
SECTION 8.04 Other Costs, Expenses and Related Matters		21
ARTICLE IX THE FUNDING AGENT		21
SECTION 9.01 Authorization and Action		21
SECTION 9.02 Funding Agent’s Reliance, Etc		22
SECTION 9.03 Funding Agent and Affiliates		22
SECTION 9.04 Indemnification		22
SECTION 9.05 Purchase Decision		23
SECTION 9.06 Successor Funding Agent		23
ARTICLE X MISCELLANEOUS		24
SECTION 10.01 Amendments		24
SECTION 10.02 Notices		24
SECTION 10.03 No Waiver; Remedies		24
SECTION 10.04 Binding Effect; Assignability		24
SECTION 10.05 Confidentiality		25

ii

TABLE OF CONTENTS
(continued)

	Page
SECTION 10.06 GOVERNING LAW; JURISDICTION		26
SECTION 10.07 Wavier of Trial by Jury		26
SECTION 10.08 No Proceedings		26
SECTION 10.09 Execution in Counterparts		27
SECTION 10.10 No Recourse		27
SECTION 10.11 Survival		27
SECTION 10.12 Funding Instructions		27

EXHIBIT A	Form of Notice of Increase
EXHIBIT B	Series 2006-A Officer’s Certificate
EXHIBIT C	Form of Transfer Supplement
SCHEDULE I	Addresses for Notices

iii

EX-10.19

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

     THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is executed as of February 20, 2007 (“Effective Date”) among Cofina Funding, LLC (the “Issuer”), Venus Funding Corporation (the “Conduit Purchaser”), Bank Hapoalim B.M. (the “Funding Agent”), and the Committed Purchasers party hereto.

Background

     1. Venus, the Funding Agent and the Conduit and Committed Purchasers are parties to that certain Note Purchase Agreement dated as of February 21, 2006 (as amended, the “Agreement”); and

     2. The parties hereto desire to amend the Agreement as hereinafter set forth.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Agreement

     In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

          1. Certain Defined Terms. Capitalized terms that are used herein without definition and that are defined in the Agreement shall have the same meanings herein as in the Agreement.

          2. Amendment to Agreement. The Agreement is hereby amended as follows:

     2.1 The “Purchase Expiration Date” is hereby extended to February 19, 2008.

          3. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein.

          4. Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Liquidity Agent of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the other parties hereto.

          5. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

          6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to any otherwise applicable principles of conflicts of law.

          7. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this amendment or the Agreement or any provision hereof or thereof.

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

2

     IN WITNESS WHEREOF, this Amendment has been duly signed by the parties as of the date set forth above.

COFINA FUNDING, LLC, as Issuer
By:
	Name:
	Title:
VENUS FUNDING CORPORATION, as Conduit Purchaser
By:
	Name:
	Title:
BANK HAPOALIM B.M., as Funding Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
HSH NORDBANK AG, NEW YORK BRANCH, as a Committed Purchaser
By:
	Name:
	Title:
By:
	Name:
	Title:

3

EX-10.20

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

     THIS SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is executed as of February 19, 2008 (“Effective Date”) among Cofina Funding, LLC (the “Issuer”), Venus Funding Corporation (the “Conduit Purchaser”), Bank Hapoalim B.M. (the “Funding Agent”), and the Committed Purchasers party hereto.

Background

     1. The Issuer, the Funding Agent and the Conduit Purchaser and Committed Purchasers are parties to that certain Note Purchase Agreement dated as of February 21, 2006 (as amended, the “Agreement”); and

     2. The parties hereto desire to amend the Agreement as hereinafter set forth.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Agreement

     In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

          1. Certain Defined Terms. Capitalized terms that are used herein without definition and that are defined in the Agreement shall have the same meanings herein as in the Agreement.

          2. Amendment to Agreement. The Agreement is hereby amended as follows:

     2.1 The “Purchase Expiration Date” is hereby extended to February 18, 2009.

          3. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein.

          4. Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Liquidity Agent of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the other parties hereto.

          5. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

          6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to any otherwise applicable principles of conflicts of law.

          7. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this amendment or the Agreement or any provision hereof or thereof.

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

2

     IN WITNESS WHEREOF, this Amendment has been duly signed by the parties as of the date set forth above.

COFINA FUNDING, LLC, as Issuer
By:
	Name:
	Title:
VENUS FUNDING CORPORATION, as Conduit Purchaser
By:
	Name:
	Title:
BANK HAPOALIM B.M., as Funding Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
HSH NORDBANK AG, NEW YORK BRANCH, as a Committed Purchaser
By:
	Name:
	Title:
By:
	Name:
	Title:

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EX-10.21

EXECUTION COPY

COFINA FUNDING, LLC,
as Issuer

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

SERIES 2006-B SUPPLEMENT
Dated as of May 16, 2006

to

BASE INDENTURE
Dated as of August 10, 2005

COFINA FUNDING, LLC

SERIES 2006-B

Cofina Variable Funding Asset-Backed Notes

          SERIES 2006-B SUPPLEMENT, dated as of May 16, 2006 (as amended, modified, restated or supplemented from time to time in accordance with the terms hereof, this “Series Supplement”), by and among COFINA FUNDING, LLC, a Delaware limited liability company, as issuer (“Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (together with its successors in trust under the Base Indenture referred to below, the “Trustee”), to the Base Indenture, dated as of August 10, 2005, between the Issuer and the Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

          Pursuant to this Series Supplement, the Issuer shall create a new Series of Notes and shall specify the Principal Terms thereof.

PRELIMINARY STATEMENT

          WHEREAS, Section 2.2 of the Base Indenture provides, among other things, that the Issuer and the Trustee may at any time and from time to time enter into a series supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes.

          NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1. Designation.

          (a) There is hereby created a Series of notes to be issued in one class pursuant to the Base Indenture and this Series Supplement, and such Series of notes shall be substantially in the form of Exhibit A hereto, executed by or on behalf of the Issuer and authenticated by the Trustee and designated generally Cofina Variable Funding Asset-Backed Notes, Series 2006-B (the “Notes”). The Notes shall constitute “Warehouse Notes” (as defined in the Base Indenture).

          (b) Series 2006-B (as defined below) shall not be subordinated to any other Series.

     SECTION 2. Definitions. In the event that any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Base Indenture, the terms and provisions of this Series Supplement shall govern. All Article, Section or subsection references herein mean Articles, Sections or subsections of this Series Supplement, except as otherwise provided herein. All capitalized terms not otherwise defined herein are defined in the Base Indenture. Each capitalized term defined herein shall relate only to the Notes and no other Series of Notes issued by the Issuer.

          “Accrual Period” means, with respect to each Settlement Date, the period beginning on and including the Settlement Date in the preceding calendar month and ending on but excluding the Settlement Date for the current calendar month, except that the first Accrual Period shall begin on the Closing Date.

          “Additional Interest” has the meaning specified in Section 5.12.

          “Closing Date” means May 16, 2006.

          “Commitment Termination Date” means the Purchase Expiration Date (as such term is defined in, and may be amended pursuant to, the Note Purchase Agreement).

          “CP Conduit” means either a Conduit Purchaser or a Committed Purchaser or their permitted assigns (each as defined in the Note Purchase Agreement), as applicable.

          “Deficiency Amount” has the meaning specified in Section 5.12.

          “Fee Amount” has the meaning specified in Section 5.12.

          “Fees” means all of the amounts payable in connection with the Fee Letter (as such term is defined in the Note Purchase Agreement).

          “Funding Agent” has the meaning set forth in the Note Purchase Agreement.

          “Increase” has the meaning specified in subsection 3.1(a).

          “Indemnified Party” shall have the meaning specified in the Note Purchase Agreement.

          “Initial Note Principal” means the aggregate initial principal amount of the Notes, which is $0.

          “Issuer” means Cofina Funding, LLC, a Delaware limited liability company.

          “Legal Final Settlement Date” means the Settlement Date falling in the 138th complete month following the Rapid Amortization Commencement Date.

          “Maximum Principal Amount” equals the lesser of (i) $100,000,000 and (ii) the Maximum Funded Amount under the Note Purchase Agreement (as such amount may be amended from time to time in accordance with the terms of the Note Purchase Agreement, including in connection with the addition of new Committed Purchasers thereto).

          “Monthly Interest” has the meaning specified in Section 5.12.

          “Monthly Period” has the meaning specified in the Base Indenture, except that the first Monthly Period with respect to the Notes shall begin on and include the Closing Date and shall end on and include May 31, 2006.

          “Note Principal” means the outstanding principal amount of the Notes.

          “Note Purchase Agreement” means the Note Purchase Agreement, dated as of May 16, 2006, among the Issuer, Voyager Funding Corporation, as Conduit Purchaser, Bank Hapoalim B.M., as Funding Agent and the Committed Purchasers parties thereto, or any successor agreement to such effect among the Issuer and the applicable Noteholders or its successors, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Transaction Documents.

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          “Note Rate” means, with respect to each Settlement Period, a variable rate per annum equal to the rate determined therefor by the Funding Agent (based on any and all amounts which constitute Series 2006-B Financing Costs (as defined in the Note Purchase Agreement) with respect to such Settlement Period pursuant to the Note Purchase Agreement).

          “Noteholder” means with respect to any Note, the holder of record of such Note.

          “Notes” has the meaning specified in Section 1(a).

          “Notice Persons” means, for Series 2006-B, the Funding Agent.

          “Permitted Settlement Date Withdrawal” means, with respect to the Notes for any Settlement Date, the amount set forth in Section 5.13.

          “QIB” has the meaning specified in Section 7(c)(i).

          “Rapid Amortization Period” means the period commencing on the Rapid Amortization Commencement Date and ending on the Series 2006-B Termination Date.

          “Rapid Amortization Commencement Date” means the earliest of (i) the Commitment Termination Date, (ii) the date on which an Early Amortization Event occurs pursuant to Section 10.1 of the Base Indenture or (iii) the date on which a Series Early Amortization Event occurs pursuant to Section 10 of this Series Supplement.

          “Rating Agency” means (i) Standard & Poor’s, (ii) Fitch and (iii) any other nationally recognized statistical rating organization from which a rating for the commercial paper issued by a Conduit Purchaser (as defined in the Note Purchase Agreement) (at the request thereof) is currently in effect.

          “Rating Agency Condition” shall mean, for purposes of Series 2006-B, with respect to any action requiring rating agency approval or consent, that each rating agency rating any commercial paper notes of any Conduit Purchaser (as defined in the Note Purchase Agreement) shall have notified the Funding Agent in writing that such action will not result in a reduction or withdrawal of the then current rating of such commercial paper notes.

          “Redemption Date” means the date on which the Notes are redeemed in full pursuant to Section 5 or 12 hereof.

          “Required Person” means the “Funding Agent” under the Note Purchase Agreement.

          “Revolving Period” means the period from and including the Closing Date to, but not including, the Rapid Amortization Commencement Date.

          “Rule 144A” has the meaning specified in subsection 7(c)(i).

          “Scheduled Principal Payment Amount” means (i) with respect to any Settlement Date prior to the Commitment Termination Date, zero (0); and (ii) with respect to any Settlement

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Date on or following the Commitment Termination Date, the excess, if any, of (x) the then Note Principal over (y) the Scheduled Targeted Principal Balance for the Notes for such Settlement Date.

          “Scheduled Targeted Principal Balance” means, for any Settlement Date on or after the Commitment Termination Date, an amount equal to the product of (x) the Note Principal on the Commitment Termination Date and (y) the percentage set forth opposite such Settlement Date (based on the number of months elapsed from the Commitment Termination Date) on Schedule I hereto under the column entitled “Scheduled Targeted Principal Balance.”

          “Series Early Amortization Event” means each “Early Amortization Event” referred to in Section 10.

          “Series 2006-B” means the Series of the Cofina Variable Funding Asset-Backed Notes represented by the Notes.

          “Series 2006-B Interest Payment” means, with respect to any Settlement Date, the Monthly Interest for such Settlement Date.

          “Series 2006-B Noteholder” means the Holder of a Note.

          “Series 2006-B Settlement Account” means the Settlement Account established as such for the benefit of the Secured Parties of this Series 2006-B pursuant to Section 5.11 hereof and Section 5.3 of the Base Indenture.

          “Series 2006-B Termination Date” means the Settlement Date on which the Notes, plus all other amounts due and owing to the Series 2006-B Noteholders and the related Indemnified Parties under the Transaction Documents are paid in full.

          “Supplemental Principal Payment Amount” means the amount of any prepayment made in accordance with the provisions of Section 5.10 of the Base Indenture that is allocated to the Series 2006-B Notes in accordance with such provision of the Base Indenture.

     SECTION 3. Article 3 of the Base Indenture. Article 3 shall be read in its entirety as follows and shall be applicable only to the Notes:

ARTICLE 3

INITIAL ISSUANCE AND INCREASES AND DECREASES OF
NOTE PRINCIPAL

     SECTION 3.1 Initial Issuance: Procedure for Increasing the Investor Interest.

          (a) Subject to satisfaction of the conditions precedent set forth in subsection (b) of this Section 3.1, (i) on the Closing Date, the Issuer will issue the Notes in accordance with Section 2.2 of the Base Indenture in the aggregate initial outstanding principal amount equal to the Initial Note Principal and an aggregate face amount equal to the Maximum Principal Amount and (ii) on any Business Day during the Revolving Period, the Issuer may

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increase the Note Principal (each such increase referred to as an “Increase”) upon satisfaction of the conditions set forth below and the conditions specified in the Note Purchase Agreement.

          (b) The Notes will be issued on the Closing Date and the Note Principal may be increased on any Business Day during the Revolving Period pursuant to subsection (a) above, only upon satisfaction of each of the following conditions with respect to such initial issuance and each proposed Increase:

(i)	The amount of each issuance or Increase shall be equal to or greater than $250,000 (and in integral multiples of $1,000 in excess thereof);
(ii)	After giving effect to such issuance or Increase, the Note Principal shall not exceed the Maximum Principal Amount;
(iii)	After giving effect to such issuance or Increase, no Borrowing Base Deficiency shall exist;
(iv)	There shall not exist, and such issuance or Increase and the application of the proceeds thereof shall not result in the occurrence of, (1) an Early Amortization Event for any Series, a Servicer Default or an Event of Default, or (2) an event or occurrence, which, with the passing of time or the giving of notice thereof, or both, would become an Early Amortization Event for any Series, Servicer Default or an Event of Default;
(v)	After giving effect to such issuance or Increase, not less than 85% of the Eligible Receivables are Eligible Receivables issued by Obligors which are classified as Other Assets Especially Mentioned or Acceptable;
(vi)	After giving effect to such issuance or Increase, not more than 5% of the Receivables by Receivables Balance have Obligors which are classified as Doubtful or Loss;
(vii)	All required consents have been obtained and all other conditions precedent to the making of advances under the Note Purchase Agreement shall have been satisfied; and
(viii)	There shall not have occurred, since the Closing Date, in the reasonable judgment of the Notice Person, (A) a material adverse change in the operations, management or financial condition of any Seller or (B) any event which materially and adversely affects the collectibility of the Eligible Receivables generally or the ability of the Seller to perform its obligations under the Transaction Documents.

          (c)     Upon receipt of the proceeds of such issuance or Increase by or on behalf of the Issuer, the Issuer shall give notice to the Trustee of such receipt, and the Trustee shall, or shall cause the Transfer Agent and Registrar to, indicate in the Note Register the amount thereof.

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     SECTION 3.2 Prepayments. On any Business Day, the Issuer will have the option to prepay, without premium, all or a portion of, the Note Principal of the Notes, in a minimum amount of $250,000 (and integral multiples of $1,000 in excess thereof). Any such prepayment of the Note Principal shall also include accrued interest to the date of prepayment on the principal balance being prepaid. The Issuer may make such prepayment only from funds available to the Issuer therefor pursuant to Section 5.4 of the Base Indenture. Any prepayment amounts shall be deposited into the Series 2006-B Settlement Account and distributed by the Trustee on a pro rata basis to each Noteholder of record at such time. Any such prepayment shall not constitute a termination of the Revolving Period. It shall be a condition precedent to any such prepayment that amounts payable with respect thereto under Section 2.08 of the Note Purchase Agreement shall be concurrently paid to each applicable Purchaser.

     SECTION 4. Principal Payments on the Notes. The principal balance of the Series 2006-B Notes shall be payable on each Settlement Date from amounts on deposit in the Series 2006-B Settlement Account in an amount equal to (i) so long as no Early Amortization Event or Event of Default has occurred (and has not been waived in accordance with the terms of the Base Indenture), the sum of the Scheduled Principal Payment Amount and Supplemental Principal Payment Amount for such Settlement Date, or (ii) if an Early Amortization Event or an Event of Default has occurred (and has not been waived in accordance with the terms of the Base Indenture), the full Note Principal to the extent that funds are available for such purposes in accordance with the provisions of Section 5.14 of the Base Indenture. The unpaid principal amount of each Note together with all unpaid interest, fees, expenses, costs and other amounts payable by the Issuer to the Holders of the Notes pursuant to the terms of the Base Indenture, this Series Supplement, the Note Purchase Agreement and the other Transaction Documents shall be due and payable in full on the earlier to occur of (x) the date on which an Event of Default shall occur and the Series 2006-B Notes have been accelerated in accordance with the provisions of the Base Indenture and (y) the Legal Final Settlement Date.

     SECTION 5. Cleanup Call.

          (a) The Notes shall be subject to purchase by the initial Servicer at its option, in accordance with the terms specified in subsection 13.4(a) of the Base Indenture on any Settlement Date on or after the Settlement Date on which the Note Principal is reduced to an amount less than or equal to 10% of the Maximum Principal Amount.

          (b) The deposit to the Series 2006-B Settlement Account required in connection with any such purchase will be equal to the sum of (a) the Note Principal, plus (b) accrued and unpaid interest on the Notes through the day preceding the Settlement Date on which the purchase occurs, plus (c) any other amounts (including, without limitation, accrued and unpaid Fees and amounts payable under Section 2.08 of the Note Purchase Agreement with respect to such payment) payable to the Series 2006-B Noteholders, the Indemnified Parties, the Trustee and the Custodian pursuant to the Note Purchase Agreement and the other Transaction Documents, minus (d) the amounts, if any, on deposit at such Settlement Date in the Series 2006-B Settlement Account for the payment of the foregoing amounts.

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     SECTION 6. Delivery and Payment for the Notes. The Trustee shall execute, authenticate and deliver the Notes in accordance with Section 2.4 of the Base Indenture and Section 7 below.

     SECTION 7. Form of Delivery of the Notes; Denominations; Transfer Restrictions.

          (a) The Notes shall be delivered as Registered Notes in definitive form as provided in Sections 2.1 and 2.18 of the Base Indenture. The Notes shall initially be registered in the name of the Funding Agent for the benefit of the Purchasers (as defined in the Note Purchase Agreement) and shall not be transferred, sold or pledged, in whole or in part, other than pursuant to Section 2.6 of the Base Indenture and this Section 7. The Issuer agrees that at any time following the end of the Revolving Period the Funding Agent may deliver its Note to the Transfer Agent and Registrar in exchange for a Note registered in the name of each Committed Purchaser under the Note Purchase Agreement (each such Note to be issued with a face amount equal to the outstanding principal amount funded by the applicable Committed Purchaser at such time)

          (b) The Notes will be issuable in minimum face amount denominations of $250,000 (and in integral multiples of $1,000 in excess thereof).

          (c) The Notes have not been registered under the Securities Act or any state securities or “blue sky” laws. None of the Issuer, the Transfer Agent and Registrar or the Trustee is obligated to register the Notes under the Securities Act or any “blue sky” laws or take any other action not otherwise required under the Base Indenture or this Series Supplement to permit the transfer of any Note without such registration. When Notes are presented to the Transfer Agent and Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Transfer Agent and Registrar shall register the transfer or make the exchange; provided, however, that the Notes surrendered for transfer or exchange (a) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Transfer Agent and Registrar, duly executed by the holder thereof or its attorney, duly authorized in writing and (b) shall be transferred or exchanged in compliance with the following provisions:

          (i) (A) if such Note is being transferred to a qualified institutional buyer (a “QIB”) as defined in, and in accordance with, Rule 144A under the Securities Act (“Rule 144A”), the transferor shall provide the Issuer and the Transfer Agent and Registrar with a certification to that effect (in substantially the form of Exhibit C hereto); or (B) if such Note is being transferred in reliance on another exemption from the registration requirements of the Securities Act, the transferor shall provide the Issuer and the Transfer Agent and Registrar with a certification to that effect (in substantially the form of Exhibit C hereto) and, if requested by the Transfer Agent and Registrar or the Issuer, an opinion of counsel in form and substance acceptable to the Issuer and to the Transfer Agent and Registrar to the effect that such transfer is in compliance with the Securities Act.

          (ii) each such transferee of such Note shall be deemed to have made the acknowledgements, representations and agreements set forth below:

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     (1) if such Note is being transferred in accordance with Rule 144A, it is a QIB, is aware that the sale to it is being made in reliance on Rule 144A and it is acquiring such Note or any interest or participation therein for its own account or for the account of another QIB over which it exercises sole investment discretion, such QIB is aware the sale is being made in reliance on Rule 144A, and is acquiring such Note or any interest or participation therein for its own account or the account of another QIB;

     (2) it understands that the Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, neither the Transfer Agent and Registrar nor the Issuer nor any person representing the Issuer has made any representation or warranty to it with respect to the Issuer or the offering or sale of any Note, it has had access to such financial and other information concerning the Issuer, the Sellers and the Notes as it has deemed necessary to evaluate whether to purchase any Notes, the Issuer is not required to register or qualify the Notes, and that the Notes may be resold, pledged or transferred only in compliance with provisions of this Section 7(c) and only (A) to the Issuer, (B)  to a person the transferor reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act and, in each case, in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and in accordance with the restrictions set forth herein;

     (3) if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Notes as described in clause (B) or (C) of the preceding paragraph, it may, pursuant to clause (i) above, be required to deliver a certificate and, in the case of clause (C), may be required to deliver an opinion of counsel if the Issuer and the Transfer Agent and Registrar so request, in each case, reasonably satisfactory in form and substance to the Issuer and the Transfer Agent and Registrar, that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation; and it understands that the Registrar and Transfer Agent will not be required to accept for registration of transfer the Notes acquired by it, except upon presentation of, if applicable, the certificate and, if applicable, the opinion described above;

     (4) it agrees that it will, and each subsequent holder is required to, notify any purchaser of Notes from it of the resale restrictions referred to in clauses (2) and (3) above, if then applicable, and understands that such notification requirement will be satisfied, in the case only of transfers by physical delivery of Definitive Notes, by virtue of the fact that the following legend will be placed on the Notes unless otherwise agreed to by the Issuer:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY (1) TO THE ISSUER, (2) TO A PERSON THE TRANSFEROR

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REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) THAT PURCHASES FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND BASED ON AN OPINION OF COUNSEL IF THE ISSUER OR TRANSFER AGENT AND REGISTRAR SO REQUEST, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY TRANSFEREE FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

     (5) it acknowledges that the foregoing restrictions apply to holders of beneficial interests in the Notes as well as to Holders of the Notes;

     (6) it acknowledges that the Trustee, the Issuer and their Affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that if any of the acknowledgments, representations or agreements deemed to have been made by its purchase of such Notes is no longer accurate, it will promptly notify the Issuer; and if it is acquiring any Notes for the account of one or more QIBs, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account;

     (7) with respect to any foreign purchaser claiming an exemption from United States income or withholding tax, it represents that it has delivered to the Trustee a true and complete Form W-8BEN or W-8ECI or applicable successor form, indicating such exemption; and

     (8) it acknowledges that either (i) it is not an employee benefit plan subject to ERISA, a “plan” described in Section 4975 of the Code, an entity deemed to hold the assets of any such plan or a governmental plan (as defined in Section 3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA for which no election has been made under Section 410(d) of the Code) subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code or (ii) its purchase and holding of the Notes will not, throughout the term of holding, constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a

9

governmental plan or a non-electing church plan (as described above), any substantially similar applicable law) by reason of the application of one or more statutory or administrative exemptions from such prohibited transaction rules or otherwise.

          In addition, such transferee shall be responsible for providing additional information or certification, as shall be reasonably requested by the Trustee or Issuer, to support the truth and accuracy of the foregoing acknowledgements, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. Any resale, pledge or other transfer of Notes in violation of the transfer restrictions set forth herein shall be deemed void ab initio.

     SECTION 8. Article 5 of Base Indenture. Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9 and 5.10 of the Base Indenture shall be read in their entirety as provided in the Base Indenture. The following provisions, however, shall constitute part of Article 5 of the Base Indenture solely for purposes of Series 2006-B and shall be applicable only to the Notes:

ARTICLE 5

SERIES 2006-B SETTLEMENT ACCOUNT AND
ALLOCATION AND APPLICATION OF AMOUNTS THEREIN

     SECTION 5.11 Series 2006-B Settlement Account. The Trustee, in accordance with Section 5.3(d) of the Base Indenture shall establish on the Closing Date and maintain, so long as any Series 2006-B Note is Outstanding, an account designated as the “Series 2006-B Settlement Account,” which account shall be held by the Trustee for the benefit of the Holders of the Series 2006-B Notes pursuant to the Base Indenture and this Series Supplement. All deposits of funds by or for the benefit of the Holders of the Series 2006-B Notes shall be accumulated in, and withdrawn from, the Series 2006-B Settlement Account in accordance with the provisions of the Base Indenture and this Series Supplement.

     SECTION 5.12 Determination of Monthly Interest. The amount of monthly interest payable on the Notes shall be determined by the Servicer as of each Determination Date and shall be an amount equal to the product of (i)(A) a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 360, times (B) the Note Rate in effect with respect to the related Accrual Period, and (ii) the average daily outstanding principal balance of the Notes during such Accrual Period (the “Monthly Interest”); provided, however, that in addition to Monthly Interest, an amount equal to the sum of (i) the amount of any unpaid Deficiency Amount, as defined below, plus (ii) an amount equal to the product of (A) a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 360, times (B) a rate equal to 2% per annum over the Note Rate in effect with respect to the related Accrual Period, times (C) any Deficiency Amount, as defined below (or the portion thereof which has not theretofore been paid to Noteholders) plus, (iii) the amount of any unpaid Fees for the related Accrual Period as determined pursuant to the Note Purchase Agreement (the “Fee Amount”), plus (iv) any Additional Amounts for the related Accrual Period as determined pursuant to the Note Purchase Agreement and plus (v) following the occurrence of a Servicer Default, Early Amortization

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Event or Event of Default, an amount equal to the product of the Note Principal, a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 365 or 366, as applicable, and a rate equal to the difference between the 2% per annum over the Base Rate (as defined in the Note Purchase Agreement) in effect for such period and the Note Rate in effect for such period (such sum being herein called the “Additional Interest”) shall also be payable by the Issuer. The “Deficiency Amount” for any Determination Date shall be equal to the excess, if any, of (x) the sum of the Monthly Interest and the Additional Interest as determined pursuant to the preceding sentence for the preceding Settlement Date, over (y) the amount actually paid in respect thereof on the preceding Settlement Date.

     SECTION 5.13 Drawing Funds from the Spread Maintenance Account. In the event that the Monthly Servicer Report with respect to any Determination Date shall state that the funds on deposit in the Series 2006-B Settlement Account with respect to such Determination Date will not be sufficient to make (on the related Settlement Date) payment on such Settlement Date of the Monthly Interest then due or to make (on the Legal Final Settlement Date) payment on such Settlement Date of the full outstanding principal balance of the Notes (the amount of such aggregate deficiency being a “Permitted Settlement Date Withdrawal”), then the Trustee shall draw on the Spread Maintenance Account and deposit into the Series 2006-B Settlement Account an amount equal to the lesser of (x) the Permitted Settlement Date Withdrawal and (y) the amount then on deposit in the Spread Maintenance Account; provided that any withdrawal for purposes of paying principal shall be in an amount equal to the lesser of (x) the then outstanding Note Principal and all accrued and unpaid Monthly Interest with respect thereto and (y) the Series 2006-B pro rata share of the amount then on deposit in the Spread Maintenance Account (calculated based on the outstanding Note Balance as a percentage of the outstanding principal balance of the Notes of all Series). Any such funds actually received by the Trustee shall be used solely to make payments of the Monthly Interest or the Note Principal, as the case may be.

     SECTION 5.14 Distribution from Series 2006-B Settlement Account. On each Settlement Date, the Trustee shall distribute funds then on deposit in the Series 2006-B Settlement Account in accordance with the provisions of either subsection (I) or (II) of this Section 5.14.

     (I) If neither an Early Amortization Event nor an Event of Default shall have occurred and be continuing with respect to any Series:

     (1) To each Series 2006-B Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the Series 2006-B Interest Payment for such Settlement Date (based on amounts due to such Series 2006-B Noteholder relative to the entire Series 2006-B Interest Payment);

     (2) To each Series 2006-B Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the Scheduled Principal Payment Amount then due and payable to Series 2006-B Noteholders on such Settlement Date;

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     (3) To each Series 2006-B Noteholder (as of the related Record Date), an amount equal to its pro rata portion (if any) of the Supplemental Principal Payment Amount then due and payable to Series 2006-B Noteholders on such Settlement Date;

     (4) To the Funding Agent, any Additional Interest and Fee Amounts then due for such Settlement Date; and

     (5) To each 2006-B Noteholder (as of the related Record Date) and each other Indemnified Party, pro rata, an amount equal to taxes, increased costs, breakage costs, indemnities and other amounts then due and payable to Series 2006-B Noteholders and each Indemnified Party pursuant to the Note Purchase Agreement.

     (II) If an Early Amortization Event shall have occurred and be continuing with respect to any Series or an Event of Default shall have occurred and be continuing with respect to any Series:

     (1) To each Series 2006-B Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the Series 2006-B Interest Payment for such Settlement Date (based on amounts due to such Series 2006-B Noteholder relative to the entire Series 2006-B Interest Payment);

     (2) To each Series 2006-B Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the then outstanding Note Principal until the Note Principal has been reduced to zero;

     (3) To the Funding Agent, any Additional Interest and Fee Amounts then due for such Settlement Date; and

     (4) To each Series 2006-B Noteholder (as of the related Record Date) and each other Indemnified Party, pro rata, an amount equal to taxes, increased costs, breakage costs, indemnities and other amounts then due and payable to Series 2006-B Noteholders and each other Indemnified Party pursuant to the Note Purchase Agreement.

     SECTION 5.15 Servicer’s Failure to Make a Deposit or Payment. If the Servicer fails to make, or give instructions to make, any payment, deposit or withdrawal required to be made or given by the Servicer at the time specified in the Base Indenture or this Series Supplement (including applicable grace periods), the Trustee shall make such payment, deposit or withdrawal from the applicable account in accordance with the written instructions provided by the Majority Noteholders.

     SECTION 9. Article 6 of the Base Indenture. Article 6 of the Base Indenture shall read in its entirety as follows and shall be applicable only to the Noteholders:

ARTICLE 6

DISTRIBUTIONS AND REPORTS

     SECTION 6.1 Distributions.

12

     On each Settlement Date, the Trustee shall distribute (in accordance with the Monthly Servicer Report delivered by the Servicer on or before the related Series Transfer Date pursuant to Section 2.09(a) of the Servicing Agreement) to each Noteholder of record on the immediately preceding Record Date (other than as provided in Section 12.5 of the Base Indenture respecting a final distribution), such Noteholder’s pro rata share of the amounts on deposit in the Series 2006-B Settlement Account that are payable to the Noteholders pursuant to Section 5.14 by wire transfer to an account designated by such Holders of the Notes at least five Business Days prior to such Settlement Date.

     SECTION 6.2 Monthly Noteholders’ Statement.

          (a) On or before each Settlement Date, the Trustee shall make available to each Noteholder, each Rating Agency, and each Notice Person via the Trustee’s website a statement substantially in the form of Exhibit B hereto prepared by the Servicer and delivered to the Trustee on the preceding Determination Date and setting forth, among other things, the following information:

     (i) the total amount distributed to holders of Notes;

     (ii) the amount of such distribution allocable to principal;

     (iii) the amount of such distribution allocable to Trustee Fees and Expenses, Custodian fees and expenses, Monthly Interest, Deficiency Amounts, Additional Interest and the Fee Amounts, respectively;

     (iv) the aggregate Outstanding Balance of Receivables which were Delinquent Receivables as of the end of the preceding Monthly Period;

     (v) the aggregate Outstanding Balance of Receivables which were Defaulted Receivables as of the end of the preceding Monthly Period;

     (vi) the Required Spread Maintenance Reserve Amount and the balance on deposit in the Spread Maintenance Account as of the end of the day on the Settlement Date;

     (vii) outstanding Note Balance, as of the end of the day on the Settlement Date;

     (viii) increases and decreases in the Notes during the related Settlement Period, and the average daily balance of the Notes for the related Settlement Period;

     (ix) the amount of the Servicing Fee for the related Settlement Period;

     (x) the Note Rate for the related Settlement Period; and

     (xi) if applicable, the date on which the Rapid Amortization Period commenced.

13

          (b) Annual Noteholders’ Tax Statement. On or before February 31 of each calendar year, beginning with the calendar year 2007, the Paying Agent shall distribute to each Person who at any time during the preceding calendar year was a Noteholder, a statement prepared by the Servicer in accordance with Section 6.02 of the Servicing Agreement containing the information required to be contained in the regular monthly report to Series 2006-B Noteholders, as set forth in subclauses (i), (ii) and (iii) above, aggregated for such calendar year or the applicable portion thereof during which such Person was a Series 2006-B Noteholder, together with such other customary information (consistent with the treatment of the Notes as debt) as is customary on similar transactions to enable the Series 2006-B Noteholders to prepare their tax returns. Such obligations of the Paying Agent shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying Agent or another party pursuant to any requirements of the Code as from time to time in effect.

     SECTION 10. Early Amortization Events. If an “Early Amortization Event” shall occur under the Base Indenture, then the Rapid Amortization Commencement Date shall occur without any notice or other action on the part of any party hereto immediately upon the occurrence of such event.

     SECTION 11. [Reserved].

     SECTION 12. Redemption Provision.

          (a) The Issuer may redeem the Notes in full on the Commitment Termination Date through a refinancing. The Issuer shall give notice of its election to pay such Notes in accordance with the terms of the Base Indenture and the Note Purchase Agreement prior to such redemption.

          (b) The amount required to be deposited into the Series 2006-B Settlement Account in connection with any redemption in full shall be equal to the sum of (i) the Note Principal, plus (ii) accrued and unpaid the interest on the Notes through the Settlement Date on which the redemption occurs, plus (iii) any other amounts (including, without limitation, accrued and unpaid Fees) payable by the Issuer to the Series 2006-B Noteholders, the Indemnified Parties, the Trustee and the Custodian pursuant to the Note Purchase Agreement and the other Transaction Documents, less (iv) the amounts, if any, on deposit at such Settlement Date in the Series 2006-B Settlement Account for the payment of the foregoing amounts. Such deposit shall be made not later than 3:00 p.m. New York City time on the Redemption Date.

     SECTION 13. Amendments and Waiver. Any amendment, waiver or other modification to the Base Indenture or this Series Supplement shall be subject to the restrictions thereon, if applicable, in the Note Purchase Agreement.

     SECTION 14. Counterparts. This Series Supplement may be executed in any number of counterparts, and by different parties in separate counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

     SECTION 15. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK

14

(WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH OF THE PARTIES TO THIS SERIES SUPPLEMENT AND EACH NOTEHOLDER HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HERETO AND EACH NOTEHOLDER HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

     SECTION 16. Waiver of Trial by Jury. To the extent permitted by applicable law, each of the parties hereto and each of the Noteholders irrevocably waives all right of trial by jury in any action, proceeding or counterclaim arising out of or in connection with this Series Supplement or the Transaction Documents or any matter arising hereunder or thereunder.

     SECTION 17. No Petition. The Trustee, by entering into this Series Supplement and each Series 2006-B Noteholder, by accepting a Note hereby covenant and agree that they will not prior to the date which is one year and one day after payment in full of the last maturing note of any Series and termination of the Base Indenture institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Base Indenture, this Series Supplement or the Transaction Documents. No obligation of the Issuer hereunder shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in the events that such obligations are not paid in accordance with the priority of payments set forth in Section 5.4(c) of the Base Indenture.

     SECTION 18. Rights of the Trustee. The rights, privileges and immunities afforded to the Trustee under the Base Indenture shall apply hereunder as if fully set forth herein.

     SECTION 19. Third-Party Beneficiaries. This Series Supplement will inure to the benefit of and be binding upon the parties hereto, the Custodian, the Secured Parties and their respective successors and permitted assigns. No other Person will have any right or obligations hereunder.

     SECTION 20. Tax Opinion. The parties agree that the Tax Opinion contemplated by Section 2.2(a)(v) of the Base Indenture shall not be required in connection with the issuance of the Series 2006-B Note hereunder.

15

          IN WITNESS WHEREOF, the parties hereto have caused this Series Supplement to be duly executed by their respective officers as of the day and year first above written.

COFINA FUNDING, LLC, as Issuer

By:

Name:

Title:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:

Name:

Title:

Supplement to Base Indenture

EXHIBIT A

FORM OF
SERIES 2006-B NOTE

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY (1) TO THE ISSUER, (2) TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) THAT PURCHASES FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION AND BASED ON AN OPINION OF COUNSEL IF THE ISSUER OR TRANSFER AGENT AND REGISTRAR SO REQUEST, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY TRANSFEREE FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

     EACH PERSON ACQUIRING OR HOLDING THIS NOTE SHALL BE DEEMED TO (1) REPRESENT AND WARRANT FOR THE BENEFIT OF THE ISSUER, THE SELLERS, THE SERVICER AND THE TRUSTEE THAT EITHER (A) IT IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA, A “PLAN” DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(D) OF THE CODE) SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS PURCHASE AND HOLDING OF THE NOTE WILL NOT, THROUGHOUT THE TERM OF HOLDING, CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN OR A NON-ELECTING CHURCH PLAN (AS DESCRIBED ABOVE), ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW) BY REASON OF THE APPLICATION OF ONE OR MORE STATUTORY OR ADMINISTRATIVE EXEMPTIONS FROM SUCH PROHIBITED TRANSACTION RULES OR OTHERWISE, AND (2) AGREE THAT IT SHALL NOT SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST THEREIN TO ANY OTHER PERSON WITHOUT ACQUIRING THE SAME REPRESENTATION AND

Supplement to Base Indenture

WARRANTY FROM SUCH OTHER PERSON AND THE SAME OBLIGATION WITH RESPECT TO SALES OR OTHER TRANSFERS.

THE INDENTURE (AS DEFINED BELOW) CONTAINS FURTHER RESTRICTIONS ON THE TRANSFER AND RESALE OF THIS NOTE. EACH TRANSFEREE OF THIS NOTE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS NOTE, SUBJECT TO THE FOREGOING RESTRICTIONS ON TRANSFERABILITY. IN ADDITION, EACH TRANSFEREE OF THIS NOTE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE.

BY ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE AGREES TO THE TERMS AND CONDITIONS SET FORTH IN THE INDENTURE AND HEREIN.

Supplement to Base Indenture

REGISTERED
No.1	$100,000,000

SEE REVERSE FOR CERTAIN DEFINITIONS

          THE PRINCIPAL OF THIS NOTE MAY BE INCREASED AND DECREASED AS SPECIFIED IN THE SERIES 2006-B SUPPLEMENT AND IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

COFINA FUNDING, LLC

SERIES 2006-B COFINA VARIABLE FUNDING ASSET-BACKED NOTES

          COFINA FUNDING, LLC, a limited liability company organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay Bank Hapoalim B.M., as the Funding Agent for the Purchasers party to the Note Purchase Agreement, or registered assigns, the principal sum of ONE HUNDRED MILLION DOLLARS (U.S. $100,000,000), or if less is due in whole or in part, the unpaid principal amount of all outstanding amounts borrowed by the Issuer when due as shown on the reverse hereof or an attachment hereto and recorded in the Note Register by the Transfer Agent and Registrar, payable on each Settlement Date in the amounts and at the times specified in the Series 2006-B Supplement, dated as of May 16, 2006 (as amended, supplemented or otherwise modified from time to time, the “Series 2006-B Supplement”), between the Issuer and the Trustee to the Base Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Legal Final Settlement Date (as defined in the Series 2006-B Supplement). The Issuer will pay interest on this Note on each Settlement Date at the Note Rate (as defined in the Series 2006-B Supplement) until the principal of this Note is paid or made available for payment, on the average daily outstanding principal balance of this Note during the related Settlement Period (as defined in the Series 2006-B Supplement). Interest will be computed on the basis set forth in the Indenture. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

          The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

          Issuer hereby irrevocably authorizes the Funding Agent to enter on the reverse hereof or on an attachment hereto the date and amount of each borrowing and principal payment under and in accordance with the Indenture. Issuer agrees that this Note, upon each such entry being duly made, shall evidence the indebtedness of Issuer with the same force and effect as if set forth in a separate Note executed by Issuer; provided that such entry is recorded by the Transfer Agent and Registrar in the Note Register.

Supplement to Base Indenture

          Reference is made to the further provisions of this Note set forth on the reverse hereof and to the Indenture, which shall have the same effect as though fully set forth on the face of this Note.

          Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

Supplement to Base Indenture

          IN WITNESS WHEREOF, the Issuer, has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

COFINA FUNDING, LLC

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

          This is one of the Notes referred to in the within mentioned Series 2006-B Supplement.

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
By
	Authorized Officer

Dated:                                         

Supplement to Base Indenture

[REVERSE OF NOTE]

          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Series 2006-B Cofina Variable Funding Asset-Backed Notes (herein called the “Notes”), all issued under the Series 2006-B Supplement to the Base Indenture dated as of May 16, 2006 (such Base Indenture, as supplemented by the Series 2006-B Supplement and supplements relating to other series of notes, as supplemented or amended, is herein called the “Indenture”), between the Issuer and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

          The Note is one of a Series of Notes which are and will be equally and ratably secured by the collateral pledged as security therefor as and to the extent provided in the Indenture.

          Principal of the Notes will be payable on each Settlement Date as set forth in the Indenture.

          All principal payments on the Notes shall be made pro rata to the Noteholders entitled thereto.

          Subject to certain limitations set forth in the Indenture, payments of interest on this Note due and payable on each Settlement Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by wire transfer in immediately available funds to the Person whose name appears as the Holder of this Note on the Note Register as of the close of business on each Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note effected by any payments made on any Settlement Date or date of prepayment shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.

          As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by the Holder hereof or its attorney, duly authorized in writing, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Supplement to Base Indenture

          Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not prior to the date which is one year and one day after the payment in full of the last maturing note of any Series and the termination of the Indenture institute against the Issuer or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any United Stated Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Transaction Documents.

          Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will treat such Note as indebtedness for all Federal, state and local income and franchise tax purposes.

          Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Trustee or any such agent shall be affected by notice to the contrary.

          The Indenture permits the amendments thereof and modifications of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture and waivers of compliance by the Issuer with provisions of the Indenture as provided in the Indenture. Any such amendment, modification or waiver shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

          As provided in the Indenture, no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under the Indenture, including this Note, against any Seller, the Servicer, the Trustee or any partner, owner, incorporator, beneficiary, beneficial owner, agent, officer, director, employee, shareholder or agent of the Issuer, any Seller, the Servicer or the Trustee except as any such Person may have expressly agreed.

          The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

          The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Holders of Notes under the Indenture.

          The Notes are issuable only in registered form as provided in the Indenture in denominations as provided in the Indenture, subject to certain limitations therein set forth.

          This Note and the Indenture shall be construed in accordance with the laws of the State of New York (without reference to its conflict of law provisions other than Section 5-1401 of the New York General Obligations Law), and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

Supplement to Base Indenture

          No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note.

Supplement to Base Indenture

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                             

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                     , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		1
	Signature Guaranteed:

¹ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

Supplement to Base Indenture

The following are borrowings and payments made under this Note of the Issuer:

Loan	Amount	Date	Amount Paid
Date	Borrowed	Prin. Paid	Principal                    Interest

Supplement to Base Indenture

EXHIBIT B

FORM OF MONTHLY NOTEHOLDERS’ STATEMENT

Delivered Electronically.

Supplement to Base Indenture

EXHIBIT C

FORM OF TRANSFER CERTIFICATE

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF DEFINITIVE SECURITIES

To: U.S. Bank National Association, as Trustee
60 Livingston Avenue
St. Paul, MN 55107

Re: Cofina Funding, LLC – Cofina Variable Funding Asset-Backed Notes

               This Certificate relates to $                     principal amount of Series 2006-B Cofina Variable Funding Asset-Backed Notes held in definitive form by                                          (the “Transferor”) issued pursuant to the Base Indenture dated as of October 10, 2005 between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee, as supplemented by the Series 2006-B Supplement dated as of May 16, 2006 (the “Series Supplement”) (as amended, supplemented or otherwise modified from time to time, the “Indenture”). Capitalized terms used herein and not otherwise defined, shall have the meanings given thereto in the Indenture.

               The Transferor (i) has requested the Trustee by written order to exchange or register the transfer of a Note or Notes and (ii) has reviewed the transfer restrictions set forth in Section 7(c) of the Series Supplement and hereby makes the acknowledgments, representations and agreements set forth in Section 7(c)(ii) of the Series Supplement.

               In connection with such request and in respect of each such Note, the Transferor does hereby certify as follows:

               o Such Note is being transferred to a qualified institutional buyer (for its own account and not for the account of others) or to a fiduciary or agent for the account of a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A.

               o Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A and in compliance with other applicable state and federal securities laws and, if requested by the Issuer or the Transfer Agent and Registrar, an opinion of counsel is being furnished simultaneously with the delivery of this Certificate as required under Section 7(c)(i) of the Series Supplement.

[INSERT NAME OF TRANSFEROR]

By:

Name:

Title:

Date:

Supplement to Base Indenture

SCHEDULE I

Scheduled Targeted Principal Balance

Settlement Date	Percentage of Notes Remaining Outstanding
month 1-12		91	%
month 13-24		21	%
month 25-36		13	%
month 37-48		5	%
month 49 and thereafter		0	%

Supplement to Base Indenture

TABLE OF CONTENTS

		Page
PRELIMINARY STATEMENT			1
SECTION 1.	Designation		1
SECTION 2.	Definitions		1
SECTION 3.	Article 3 of the Base Indenture		4
SECTION 4.	Principal Payments on the Notes		6
SECTION 5.	Cleanup Call		6
SECTION 6.	Delivery and Payment for the Notes		7
SECTION 7.	Form of Delivery of the Notes; Denominations; Transfer Restrictions		7
SECTION 8.	Article 5 of Base Indenture		10
SECTION 9.	Article 6 of the Base Indenture		12
SECTION 10.	Early Amortization Events		14
SECTION 11.	[Reserved]		14
SECTION 12.	Redemption Provision		14
SECTION 13.	Amendments and Waiver		14
SECTION 14.	Counterparts		14
SECTION 15.	Governing Law		14
SECTION 16.	Waiver of Trial by Jury		15
SECTION 17.	No Petition		15
SECTION 18.	Rights of the Trustee		15
SECTION 19.	Third-Party Beneficiaries		15

EXHIBIT A     Form of Note
EXHIBIT B     Form of Monthly Noteholders’ Statement
EXHIBIT C     Form of Transfer Certificate

SCHEDULE I     Scheduled Targeted Principal Balance

 -i-

EX-10.22

EXECUTION COPY

NOTE PURCHASE AGREEMENT

among

COFINA FUNDING, LLC,
as Issuer,

VOYAGER FUNDING CORPORATION,
as the Conduit Purchaser,

BANK HAPOALIM B.M.,
as Funding Agent for the Purchasers,

and

THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO,
as Committed Purchasers

dated as of May 16, 2006

     NOTE PURCHASE AGREEMENT (“Note Purchase Agreement”) dated as of May 16, 2006, among COFINA FUNDING, LLC (the “Issuer”), VOYAGER FUNDING CORPORATION (the “Conduit Purchaser”), BANK HAPOALIM B.M., as Funding Agent (the “Funding Agent”) and the Committed Purchasers from time to time party hereto.

     The parties hereto agree as follows:

RECITALS

     WHEREAS, the Issuer will issue the variable funding notes pursuant to a Base Indenture, dated as of August 10, 2005 (as amended, supplemented or otherwise modified from time to time, the “Base Indenture”), between the Issuer and U.S. Bank National Association, as trustee (in such capacity, together with its successors and assigns in such capacity, the “Trustee”), as supplemented by the Series 2006-B Supplement, dated as of the date hereof, between the Issuer and the Trustee (as amended, supplemented or otherwise modified from time to time, the “Series Supplement,” and together with the Base Indenture, the “Indenture”); and

     WHEREAS, the Conduit Purchaser desires to acquire such variable funding notes and to make advances from time to time hereunder in its discretion, and the Committed Purchasers desire to acquire the variable funding notes and make advances from time to time hereunder.

     NOW, THEREFORE, for full and fair consideration, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.01 Certain Defined Terms. Capitalized terms used herein without definition shall have the meanings set forth in the Indenture. Additionally, the following terms shall have the following meanings:

          “Accrual Period” means, with respect to any Settlement Date, the period from and including the prior Settlement Date to but excluding such Settlement Date; provided that the initial Accrual Period hereunder shall run from the date hereof through the Settlement Date in June, 2006.

          “Additional Amounts” means all amounts owed by the Issuer pursuant to Section 2.11 and Article VIII, plus Breakage Amounts.

          “Affected Party” has the meaning specified in Section 8.02.

          “Aggregate Purchaser Funded Amount” means, on any date of determination, an amount equal to (a) the Initial Purchase Price, plus (b) the aggregate amount of all Increases made prior to such date of determination, minus (c) the aggregate amount of principal payments in respect of the VFN made to and received by or on behalf of the Purchasers prior to such date.

          “Allocated Commercial Paper” means Commercial Paper issued by the Conduit Purchaser that is identified in the records of its program administrator as funding a particular Funding Tranche during a particular Fixed Period with respect to such Funding Tranche.

          “Applicable Margin” shall have the meaning specified in the Fee Letter.

          “Asset Purchase Agreement” shall mean the asset purchase agreement, liquidity asset purchase agreement, or other similar agreement pursuant to which any bank or group of banks or financial institutions agrees to purchase or make loans secured by (or otherwise advance funds against) all or any portion of the Conduit Purchaser’s interest in the VFN in order to support the Conduit Purchaser’s repayment of the Commercial Paper issued to fund or maintain such interest.

          “Assignment and Acceptance” means an assignment and acceptance agreement entered into by a Purchaser, a permitted assignee thereof and the Funding Agent pursuant to which such assignee may become a party to this Note Purchase Agreement.

          “Base Rate” shall mean, with respect to any Funding Tranche funded or maintained by any Purchaser other than by reference to the LIBOR Rate or through the issuance of Commercial Paper, a rate per annum equal to the sum of (x) the greater of (i) the prime rate of interest announced by the Funding Agent from time to time, changing when and as said prime rate changes (such rate not necessarily being the lowest or best rate charged by the Funding Agent) and (ii) the rate equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Funding Agent from three (3) federal funds brokers of recognized standing selected by it and (y) the Applicable Margin.

          “Blended Rate” shall mean, with respect to any Funding Tranche funded or maintained through the issuance of Commercial Paper, the rate equivalent to the weighted average of (i) the weighted average of the discount rates on all of the Commercial Paper issued at a discount and outstanding during the related Fixed Period, converted to an annual yield-equivalent rate on the basis of a 360-day year, which rates shall include dealer fees and commissions and (ii) the weighted average of the annual interest rates payable on all interest-bearing Commercial Paper outstanding during the related Fixed Period, on the basis of a 360-day year, which rates shall include dealer fees and commissions; provided, that to the extent that the VFN (or any portion thereof) is funded by a specific issuance of Commercial Paper, the Blended Rate shall equal the rate or weighted average of the rates applicable to such issuance.

          “Breakage Amount” has the meaning specified in Section 2.08.

          “Closing” has the meaning specified in Section 3.01.

          “Closing Date” has the meaning specified in Section 3.01.

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          “Cofina Entity” means the Issuer, any Seller, the Servicer and any other Person party to the Transaction Documents that is an Affiliate of the Issuer, any Seller or Cofina.

          “Commercial Paper” shall mean the short-term promissory notes of the Conduit Purchaser issued by the Conduit Purchaser in the United States commercial paper market.

          “Committed Purchasers” means M&I Marshall & Ilsley Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Chicago Branch and each of their respective assigns (with respect to their respective commitments to make Increases) that shall become a party to this Note Purchase Agreement pursuant to Section 10.04.

          “Commitment” means, with respect to any Committed Purchaser, an amount equal to such Purchaser’s Purchaser Percentage multiplied by the Maximum Funded Amount.

          “Conduit Assignee” shall mean any special-purpose vehicle issuing indebtedness in the commercial paper market administered by Bank Hapoalim B.M.

          “Conduit Purchaser” means Voyager Funding Corporation and any of its permitted assigns that is a Conduit Assignee.

          “CP Rate” means, for any Fixed Period for any Funding Tranche, to the extent the Conduit Purchaser funds such Funding Tranche for such Fixed Period by issuing Commercial Paper, either the Match-Funding Rate or the Blended Rate, as determined by the program administrator of the applicable Conduit Purchaser in its sole discretion plus the Applicable Margin.

          “Eurodollar Rate” shall mean, with respect to any Funding Tranche funded or maintained by any Purchaser (or by any liquidity or credit support provider of the Conduit Purchaser), by reference to the LIBOR Rate, the Applicable Margin plus a rate per annum equal to the sum (rounded upwards, if necessary, to the next higher 1/100 of 1%) of (i) the rate obtained by dividing (A) the applicable LIBOR Rate by (B) a percentage equal to 100% minus the reserve percentage used for determining the maximum reserve requirement as specified in Regulation D (including, without limitation, any marginal, emergency, supplemental, special or other reserves) that is applicable to the Funding Agent during the related Fixed Period in respect of eurocurrency or eurodollar funding, lending or liabilities (or, if more than one percentage shall be so applicable, the daily average of such percentage for those days in such Fixed Period during which any such percentage shall be applicable) plus (ii) the then daily net annual assessment rate (rounded upwards, if necessary, to the nearest 1/100 of 1%) as estimated by the Funding Agent for determining the current annual assessment payable by the Funding Agent to the Federal Deposit Insurance Corporation in respect of eurocurrency or eurodollar funding, lending or liabilities.

          “Federal Bankruptcy Code” means the bankruptcy code of the United States of America codified in Title 11 of the United States Code.

          “Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

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          “Fee Letter” means the letter or letters dated as of the Closing Date between the Issuer and the Funding Agent setting forth certain fees payable by the Issuer in connection with the purchase of the VFN by the Funding Agent for the benefit of the Purchasers.

          “Fixed Period” means, (i) with respect to a new Funding Tranche, a period beginning on and including the date of funding and ending on and excluding the immediately succeeding Settlement Date (or such other date requested by the Issuer (or the Servicer on the behalf) and agreed to by the applicable Purchaser) and (ii) with respect to any existing Funding Tranche (to the extent not paid in full on a Settlement Date), a period beginning on and including such Settlement Date and ending on and excluding the immediately succeeding Settlement Date (or such other date requested by the Issuer (or the Servicer on the behalf) and agreed to by the applicable Purchaser); provided, that

     (i) any Fixed Period with respect to any Funding Tranche not funded by the issuance of Commercial Paper which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; provided, however, if interest in respect of such Fixed Period is computed by reference to the Eurodollar Rate, and such Fixed Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Fixed Period shall end on the next preceding Business Day;

     (ii) any Fixed Period with respect to any Funding Tranche not funded by the issuance of Commercial Paper will not be for a term of more than one month;

     (iii) any Fixed Period in respect of which interest is computed by reference to the CP Rate may be terminated at the election of, and upon notice thereof to the Issuer by, the Conduit Purchaser (or its program administrator on its behalf) at any time and (for the avoidance of doubt) shall be automatically so terminated upon any financing of such Funding Tranche by the Conduit Purchaser under the Asset Purchase Agreement, in which case the Funding Tranche allocated to such terminated Fixed Period shall be allocated to a new Fixed Period and shall accrue interest at the Base Rate until the immediately succeeding Settlement Date; and

     (iv) any Fixed Period with respect to any Funding Tranche not funded by the issuance of Commercial Paper with respect to which the Committed Purchasers have not received at least two Business Days’ prior notice of such funding.

          “Funding Agent” means Bank Hapoalim B.M., in its capacity as Funding Agent for the Purchasers.

          “Funding Tranche” means one or more portions of the Aggregate Purchaser Funded Amount used to fund or maintain the VFN that accrue interest by reference to different interest rates.

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          “Governmental Actions” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Official Body required under any Governmental Rules.

          “Governmental Rules” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions of any Official Body and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Official Body.

          “Increase” shall have the meaning assigned to such term in the Series Supplement.

          “Increase Amount” means the amount requested by the Issuer to be funded by the Purchasers on an Increase Date.

          “Increase Date” means the date on which an Increase occurs.

          “Indemnified Party” means any Purchaser, each entity providing credit or liquidity support to any Purchaser in connection with the VFN, the Funding Agent or any of their officers, directors, employees, agents, representatives, assignees or Affiliates.

          “Initial Purchase Price” has the meaning specified in Section 2.02.

          “Issuer Indemnified Amounts” has the meaning specified in Section 8.01.

          “LIBOR Rate” shall mean, with respect to any Funding Tranche, the rate at which deposits in dollars are offered to the Funding Agent, in the London interbank market at approximately 11:00 A.M. (London time) two (2) Business Days before the first day of the related Fixed Period in an amount approximately equal to the applicable Funding Tranche to which the Eurodollar Rate is to apply and for a period of time approximately equal to the applicable Fixed Period, as determined by the Funding Agent in its reasonable discretion (which may include the interpolation of two rates).

          “Liquidity Purchasers” means each of the purchasers party to the Asset Purchase Agreement.

          “Match-Funding Rate” means, with respect to a Funding Tranche and a Fixed Period, the per annum rate equal to the “weighted average of the rates” (as defined below) related to the issuance of the Allocated Commercial Paper for such Funding Tranche. If such rate is a discount rate, the Match-Funding Rate shall be the rate resulting from converting such discount rate to an interest bearing equivalent rate. As used in this definition, the “weighted average of the rates” shall consist of (w) the actual interest rate (or discount) paid to purchasers of the Conduit Purchaser’s Commercial Paper, together with the commissions of placement agents and dealers in respect of such Commercial Paper, (x) certain documentation and transaction costs associated with the issuance of such Commercial Paper, (y) any incremental carrying costs incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by the Conduit Purchaser minus any income (net of such carrying costs) received from temporary reinvestment of funds received in respect of Funding Tranches funded with Allocated Commercial Paper pending their application to obligations of a

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Purchaser, and (z) the costs of other borrowings by the Conduit Purchaser, including borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market.

          “Maximum Funded Amount” means $100,000,000.

          “Notice of Increase” means a written notice of an Increase in the form of Exhibit A.

          “Purchase Expiration Date” means the date which is 364 days from the date of this Note Purchase Agreement (as such date may be extended from time to time pursuant to Section 2.04).

          “Purchaser Percentage” of any Committed Purchaser means (a) the percentage set forth on the signature page to this Note Purchase Agreement as changed by each Assignment and Acceptance entered into with an assignor or assignee, as the case may be, or (b) with respect to a Committed Purchaser that has entered into an Assignment and Acceptance, the percentage set forth therein as such Purchaser’s Purchaser Percentage, or such percentage as changed by each Assignment and Acceptance entered into between such Committed Purchaser and an assignor or assignee.

          “Purchasers” means the Conduit Purchaser and the Committed Purchasers.

          “Reduction” has the meaning specified in Section 2.05.

          “Required VFN Series Holders” means each Conduit Purchaser and the “Committed Purchasers” under all VFN Series whose aggregate commitment amounts under each such series equals at least 66²/₃% of the aggregate of the commitment amounts under all of the VFN Series.

          “Transfer Supplement” has the meaning specified in Section 10.04(b).

          “Series 2006-B Financing Costs” means, with respect to any Accrual Period, the VFN Interest Component for such Accrual Period.

          “Variable Noteholders” means each holder of a variable funding note relating to any VFN Series issued from time to time pursuant to the terms of the Indenture.

          “VFN” means the Cofina Variable Funding Asset-Backed Note Series 2006-B in the maximum aggregate principal amount of $100,000,000 to be issued by the Issuer pursuant to the Indenture in the name of the Funding Agent on behalf of the Purchasers and any Cofina Variable Funding Asset-Backed Note Series 2006-B issued in exchange therefor.

          “VFN Financing Costs” means, with respect to any Accrual Period, the VFN Interest Component for such Accrual Period.

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          “VFN Interest Component” means, with respect to any Accrual Period, the result obtained by multiplying:

     (x) the weighted average of the rates applicable to all Funding Tranches (including in the applicable Funding Tranche any unreimbursed amounts funded by a Liquidity Purchaser with respect to interest on the Commercial Paper of the Conduit Purchaser under the Asset Purchase Agreement) outstanding during all or part of such Accrual Period (determined as of each day in such Accrual Period but estimated by the Funding Agent for the period from the Determination Date related to the applicable Settlement Date through such Settlement Date, with any adjustments to be made with respect to the VFN Interest Component for the next Accrual Period), each such rate being (a) to the extent the Conduit Purchaser is funding such Funding Tranche during such period through the issuance of Commercial Paper, the Eurodollar Rate, and (b) to the extent any Purchaser is not funding such Funding Tranche during such period through the issuance of Commercial Paper, a rate per annum (expressed as a percentage and an interest yield equivalent and calculated on the basis of a 360-day year and the actual days elapsed) equal to the Eurodollar Rate or Base Rate, as applicable with respect to such Funding Tranche; times

     (y) the average daily Aggregate Purchaser Funded Amount for such Accrual Period (including therein any unreimbursed amounts funded by a Liquidity Purchaser with respect to interest on the Commercial Paper of the Conduit Purchaser under the Asset Purchase Agreement); times

     (z) a fraction, the numerator of which is the number of days in such Accrual Period and the denominator of which is 360 (or, if such VFN Interest Component is calculated by reference to the Base Rate, 365 or 366, as applicable).

          SECTION 1.02 Other Definitional Provisions. (a) Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture. All terms defined in this Note Purchase Agreement shall have the meanings given herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

          (b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.01, and accounting terms partially defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control.

          (c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Note Purchase Agreement shall refer to this Note Purchase Agreement as a whole and not to any particular provision of this Note Purchase Agreement; and Section, subsection, Schedule and Exhibit references contained in this Note Purchase Agreement are references to Sections, subsections, the Schedules and Exhibits in or to this Note Purchase Agreement unless otherwise specified.

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ARTICLE II

PURCHASE AND SALE

          SECTION 2.01 Purchase and Sale of the VFN. On the terms and subject to the conditions set forth in this Note Purchase Agreement (including, without limitation, the last sentence of Section 2.03(a)), and in reliance on the covenants, representations, warranties and agreements herein set forth, the Issuer hereby offers to sell to the Funding Agent, on behalf of the Purchasers, and the Funding Agent (i) may on behalf of the Conduit Purchaser or (ii) if the Conduit Purchaser elects not to make the purchase thereof at such time, shall, on behalf of the Committed Purchasers, purchase at the Closing the VFN in an initial outstanding principal amount equal to the Initial Note Principal.

          SECTION 2.02 Initial Purchase Price. The VFN is to be purchased at a price (the “Initial Purchase Price”) equal to 100% of the Initial Note Principal.

          SECTION 2.03 Increases. (a) Subject to the terms and conditions of this Note Purchase Agreement and the Series Supplement, from time to time prior to the Purchase Expiration Date upon receipt by the Trustee and the Funding Agent of a Notice of Increase, (i) the Funding Agent, on behalf of the Conduit Purchaser, and in the sole and absolute discretion of the Conduit Purchaser, may make Increases and (ii) if the Conduit Purchaser elects not to make an Increase, each Committed Purchaser severally agrees to fund its respective Purchaser Percentages of such Increase. Notwithstanding any other provision herein to the contrary, no Committed Purchaser shall be required to fund a portion of any Increase if, after giving effect thereto, the portion of the Aggregate Purchaser Funded Amount funded by such Committed Purchaser hereunder plus the aggregate amount funded by such Committed Purchaser as a Liquidity Purchaser under the Asset Purchase Agreement would exceed its Purchaser Percentage times the Maximum Funded Amount.

          (b) Each Increase hereunder shall be subject to the further conditions precedent that:

     (i) The Funding Agent and the applicable Notice Persons shall have received copies of the Monthly Noteholders’ Statement most recently required to have been delivered under the Indenture;

     (ii) Each of the representations and warranties of each Cofina Entity made in the Transaction Documents to which it is a party shall be true and correct in all material respects as of the applicable Increase Date (except to the extent they expressly relate to an earlier or later time);

     (iii) Each Cofina Entity shall be in compliance in all material respects with all of its respective covenants contained in the Transaction Documents to which it is a party;

     (iv) No Early Amortization Event, Potential Early Amortization Event, Default, Event of Default or Servicer Default shall have occurred and be continuing;

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     (v) The Purchase Expiration Date shall not have occurred;

     (vi) After giving effect to such Increase, no Borrowing Base Deficiency shall exist;

     (vii) The Funding Agent and the applicable Notice Persons shall have received a completed Notice of Increase with respect to such proposed Increase, not later than 2:00 p.m. (New York time) on the proposed date of such Increase;

          (c) Each Increase of the VFN shall be requested in an aggregate principal amount of $250,000 and integral multiples of $1,000 in excess thereof; provided, that an Increase may be requested in the entire remaining Maximum Funded Amount.

          (d) The purchase price of each Increase shall be equal to 100% of the Increase Amount, and shall be paid not later than 3:00 p.m. New York City time on the Increase Date by wire transfer of immediately available funds to such account as may from time to time be specified by the Issuer in a notice to the Funding Agent and the applicable Notice Persons.

          (e) All conditions set forth in Section 3.1(b) of the Series Supplement, to the extent applicable, shall have been satisfied at such time.

     Each “Increase” with respect to all VFN Series shall be allocated to each respective VFN Series as instructed by the Issuer in its sole discretion.

          SECTION 2.04 Extension of Purchase Expiration Date. The Issuer may advise the Funding Agent in writing of its desire to extend the Purchase Expiration Date for an additional 364 days; provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Purchase Expiration Date. The Funding Agent shall notify the Issuer in writing, within 45 days after its receipt of such request by the Issuer, whether the Purchasers or any of them agree to such extension (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect and, if the Purchasers so agree, the Issuer, the Funding Agent and the Purchasers shall enter into such documents as the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers and the Funding Agent in connection therewith (including reasonable attorneys’ fees and expenses) shall be paid by the Issuer); it being understood, that the failure of the Funding Agent to so notify the Issuer as set forth above shall not be deemed to be a consent to such request for extension. The Purchase Expiration Date shall not be extended unless all Purchasers consent to such extension or all non-consenting Purchasers have assigned their interests hereunder to a new or other Purchaser (and such non-consenting Purchasers have received all outstanding amounts payable to them under the Transaction Documents).

          SECTION 2.05 Reduction of Maximum Funded Amount. On any Settlement Date prior to the Rapid Amortization Commencement Date, upon the irrevocable written request of the Issuer, the Maximum Funded Amount may be permanently reduced (a “Reduction”) by the Issuer; provided that the Issuer shall have given the Funding Agent irrevocable written notice (effective upon receipt) of the amount of such Reduction prior to 10:00 a.m., New York time on a Business Day that is at least thirty (30) days prior to such Reduction; provided, further, that any

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such Reduction shall be in an amount equal to $10,000,000 or integral multiples of $5,000,000 in excess thereof; and provided, further, that no Reduction may cause the Maximum Funded Amount to be lower than $25,000,000.

          SECTION 2.05 Calculation of Monthly Interest. (a) On the Business Day prior to each Determination Date, the Funding Agent shall calculate (with respect to the CP Rate, based solely on such information provided by the Conduit Purchaser or its program administrator), for the applicable Accrual Period, the aggregate Monthly Interest for each Funding Tranche.

          (b) The Issuer agrees to pay, and the Issuer agrees to instruct the Servicer and the Trustee to pay, all amounts payable by it with respect to the VFN, this Note Purchase Agreement and the Series Supplement to the account designated by the applicable Purchaser. All such amounts shall be paid no later than 12:00 noon, New York City time, on the day when due as determined in accordance with this Note Purchase Agreement, the Indenture and the other Transaction Documents, in Dollars in immediately available funds.

          SECTION 2.06 Benefits of Indenture. The Issuer hereby acknowledges and confirms that each representation, warranty, covenant and agreement made pursuant to the Indenture by the Issuer to the Trustee is (unless such representation, warranty, covenant or agreement specifically states otherwise) also made herein for the benefit and security of the Purchasers and the Funding Agent.

          SECTION 2.07 Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue or prepay any Funding Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Funding Tranche had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche for such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 and setting forth any amount or amounts that such Purchaser is entitled to receive pursuant to this Section 2.08 and the reasons therefor shall be delivered to the Issuer by the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three Business Days after receipt of notice thereof.

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          SECTION 2.08 Illegality. Notwithstanding anything in this Note Purchase Agreement or any other Transaction Document to the contrary, if, after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law), shall make it unlawful for any Purchaser (or its liquidity and credit support providers, if applicable) to acquire or maintain a Funding Tranche by reference to the Eurodollar Rate as contemplated by this Note Purchase Agreement (or the applicable Asset Purchase Agreement), (i) the Funding Agent on behalf of such Purchaser (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) shall, within forty-five (45) days after receiving actual knowledge thereof, deliver a certificate to the Issuer (with a copy to the applicable Funding Agent) setting forth the basis for such illegality, which certificate shall be conclusive absent manifest error, and (ii) such Purchaser’s portion of any Funding Tranche maintained by reference to the Eurodollar Rate then outstanding shall be converted automatically to a Funding Tranche maintained by reference to the Base Rate.

          SECTION 2.09 Inability to Determine Eurodollar Rate. If, prior to the first day of any Fixed Period relating to any Funding Tranche maintained by reference to the Eurodollar Rate:

     (1) the Funding Agent shall have determined (which determination in the absence of manifest error shall be conclusive and binding upon the Issuer) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Fixed Period; or

     (2) the Funding Agent shall have received notice from one or more Purchasers (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) that the Eurodollar Rate determined or to be determined for such Fixed Period will not adequately and fairly reflect the cost to such Purchasers (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) (as conclusively certified by such Person) of purchasing or maintaining their affected portions of such Funding Tranches during such Fixed Period;

then, in either such event, the Funding Agent shall give telecopy or telephonic notice thereof (confirmed in writing) to the Issuer as soon as practicable (but, in any event, within thirty (30) days after such determination or notice, as applicable) thereafter. Until such notice has been withdrawn by the Funding Agent, no further Funding Tranches shall be funded or maintained at the Eurodollar Rate. The Funding Agent agrees to withdraw any such notice as soon as reasonably practicable after the Funding Agent is notified of a change in circumstances which makes such notice inapplicable.

          SECTION 2.10 Fees. The Issuer shall pay to the Funding Agent for the benefit of the applicable Purchasers as and when due and in accordance with the provisions for payment set forth in Article 5 of the Series Supplement, each of the fees specified in the Fee Letter.

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ARTICLE III

CLOSING

          SECTION 3.01 Closing. The closing (the “Closing”) of the purchase and sale of the VFN shall take place on or about 10:00 a.m. on May 16, 2006, or if the conditions to closing set forth in Article IV of this Note Purchase Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein as the “Closing Date”).

          SECTION 3.02 Transactions to be Effected at the Closing. At the Closing (a) the Funding Agent will (to the extent received from the Purchasers) deliver to the Issuer funds in an amount equal to the Initial Purchase Price by wire transfer of immediately available funds to a bank account designated by the Issuer to the Funding Agent at least two Business Days prior to the Closing Date; and (b) the Issuer shall deliver the VFN to the Funding Agent in satisfaction of the Issuer’s obligation to the Funding Agent hereunder.

ARTICLE IV

CONDITIONS PRECEDENT TO
PURCHASE ON THE CLOSING DATE

          The purchase by the Funding Agent on behalf of the Purchasers of the VFN is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived by the Funding Agent in its sole discretion (and the Funding Agent agrees to provide notice of such waiver to each Purchaser)):

          SECTION 4.01 Performance by Cofina Entities. All the terms, covenants, agreements and conditions of the Transaction Documents to which each Cofina Entity is a party to be complied with and performed by the Cofina Entities at or before the Closing shall have been complied with and performed in all material respects.

          SECTION 4.02 Representations and Warranties. Each of the representations and warranties of each Cofina Entity made in the Transaction Documents to which it is a party shall be true and correct in all material respects as of the time of the Closing (except to the extent they expressly relate to an earlier or later time).

          SECTION 4.03 Corporate Documents. The Funding Agent shall have received copies of the (i) certificate of incorporation or certificate of formation, as applicable, good standing certificate and by-laws or limited liability company agreement, as applicable, of each Cofina Entity, (ii) board of directors resolutions or resolutions of the managing member, as applicable, of each Cofina Entity with respect to the Transaction Documents to which it is a party, and (iii) incumbency certificate of each Cofina Entity, each certified by appropriate corporate or limited liability company authorities.

          SECTION 4.04 Opinions of Counsel. The Funding Agent shall have received favorable opinions from counsel to the Sellers, the Servicer and the Issuer dated as of the Closing

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Date and reasonably satisfactory in form and substance to the Funding Agent and its counsel, as to such matters as the Funding Agent and its counsel may reasonably request.

          SECTION 4.05 Reports. The Funding Agent shall have received a copy of the most recent Monthly Servicer Report prior to Closing.

          SECTION 4.06 Financing Statements. The Funding Agent shall have received evidence satisfactory to it of the completion of all recordings, registrations, notices and filings as may be necessary or, in the opinion of the Funding Agent, desirable to perfect or evidence the sale and assignment by each Seller to the Issuer of their respective ownership interests in the Receivables, Related Security and other collateral in the Trust Estate and the proceeds thereof and the security interest granted to the Trustee for the benefit of the Secured Parties pursuant to the granting clauses of the Indenture:

          SECTION 4.07 Documents. The Funding Agent shall have received a duly executed counterpart of each of the Transaction Documents and each and every document or certification delivered by any party in connection with any of such agreements, and each such document shall be in full force and effect.

          SECTION 4.08 VFN. The Funding Agent shall have received an executed VFN being purchased by the Purchasers, registered in the name of the Funding Agent, as agent for the Purchasers.

          SECTION 4.09 No Actions or Proceedings. No action, suit, proceeding or investigation by or before any Official Body shall have been instituted to restrain or prohibit the consummation of, or to invalidate, the transactions contemplated by the Transaction Documents and the documents related thereto in any material respect.

          SECTION 4.10 Approvals and Consents. All Governmental Actions of all Official Bodies required with respect to the transactions contemplated by the Transaction Documents and the other documents related thereto shall have been obtained or made.

          SECTION 4.11 Officer’s Certificates. The Funding Agent shall have received a certificate of a Responsible Officer from each Cofina Entity (each, an “Officer’s Certificate”) in form and substance reasonably satisfactory to the Funding Agent and its counsel, dated as of the Closing Date, certifying as to the satisfaction of the conditions set forth in Sections 4.01 and 4.02 with respect to such Cofina Entity.

          SECTION 4.12 Accounts. The Funding Agent shall have received evidence that the Collection Account, Series 2006-B Settlement Account and the Spread Maintenance Account have been established in accordance with the terms of the Indenture.

          SECTION 4.13 Expenses. Costs and expenses of the Funding Agent and the Purchasers accrued and payable under Section 8.04, including all accrued attorneys’ fees and expenses shall have been paid.

          SECTION 4.14 Liens. The Funding Agent shall have received UCC search reports showing that no Liens exist on the Receivables, Related Security or any other assets or

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collateral in the Trust Estate, other than (i) Liens in favor of (or appropriately assigned to) the Trustee, (ii) Permitted Encumbrances, and (iii)  Liens for which releases or acceptable assignments or other amendments have been delivered to the Trustee.

          SECTION 4.15 Other Documents. The Cofina Entities shall have furnished to the Funding Agent such other information, certificates and documents as the Funding Agent may reasonably request.

          SECTION 4.16 Payment of Fees. The fees due on the Closing Date (as specified in the Fee Letter) shall have been paid.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

          SECTION 5.01 Representations and Warranties of the Issuer. The representations and warranties made by the Issuer in the other Transaction Documents are hereby remade by the Issuer on each date to which they are made in such Transaction Documents as if such representations and warranties were set forth herein. For purposes of this Section 5.01, such representations and warranties are incorporated by reference herein in their entirety.

          SECTION 5.02 Reaffirmation of Representations and Warranties by the Issuer. On the Closing Date and on each day that an Increase is made hereunder, the Issuer, by accepting the proceeds thereof, shall be deemed to have certified that all of its representations and warranties contained in the Transaction Documents are true and correct on and as of such day as though made on and as of such day (except to the extent they relate to an earlier date or later time, and then as of such earlier date or later time).

ARTICLE VI

REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO THE FUNDING AGENT AND THE PURCHASERS

          The Funding Agent and each Purchaser hereby makes with respect to itself the following representations and warranties to the Issuer on which the Issuer shall rely in entering into this Note Purchase Agreement:

          SECTION 6.01 Securities Laws; Transfer Restrictions. The Funding Agent and each of the Purchasers represents and warrants to the Issuer, as of the date hereof (or as of a subsequent date on which a successor or assign of any Purchaser shall become a party hereto), and agrees that:

          (a) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and it is able and prepared to bear the economic risk of investing in, the VFN;

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          (b) it is purchasing the VFN for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (a) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution;

          (c) it understands that (i) the VFN has not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act, (ii) the Issuer is not required to so register or qualify the VFN, and (iii) the VFN may be resold, pledged or otherwise transferred only (A) to the Issuer, (B) to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act, or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act, in each case in accordance with the provisions of the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction;

          (d) it understands that upon original issuance thereof, and until such time as the same may no longer be required under the applicable requirements of the Securities Act, the certificate evidencing the VFN (and all securities issued in exchange therefor or substitution thereof) shall bear a restrictive legend substantially in the form set forth in the form of VFN included as an exhibit to the Series Supplement; and

          (e) it will obtain from any transferee of the VFN (or any interest therein) substantially the same representations, warranties and agreements contained in this Section 6.01.

          SECTION 6.02 Enforceability. This Note Purchase Agreement has been duly authorized, executed and delivered by each Purchaser and the Funding Agent, and is the valid and legally binding obligation of such Person, enforceable against such Person in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

ARTICLE VII

COVENANTS

          SECTION 7.01 Covenants. The Issuer hereby covenants that, until the termination of the Transaction Documents, unless the Purchasers shall otherwise consent in writing:

          (a) Monthly Noteholders’ Statement; Notice of Adverse Effect. The Issuer will cause each Monthly Noteholders’ Statement pertaining to the Series Supplement to be delivered to each Purchaser, contemporaneously with the delivery thereof to the Trustee.

          (b) Notice of Default. As soon as possible, and in any event within one (1) day after the occurrence thereof, the Issuer shall (or shall cause the Servicer to) give each

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Purchaser written notice of each Early Amortization Event, Potential Early Amortization Event, Default, Event of Default or Servicer Default.

          (c) Further Assurances. The Issuer agrees to take any and all acts and to create any and all further instruments necessary or reasonably requested by the Funding Agent to fully effect the purposes of this Note Purchase Agreement.

          (d) Notice of Modifications to Transaction Documents and Credit Manual. The Issuer shall (or shall cause the Servicer to) give the Funding Agent and each Purchaser written notice of any proposed amendment, modification or waiver of any provision of the Transaction Documents. In addition, the Issuer shall not amend (or consent to the amendment of) the Credit Manual without the prior written consent of the Funding Agent.

          (e) Expenses. Whether or not the Closing takes place, except as otherwise expressly provided herein or in the Fee Letter, all reasonable costs and expenses incurred by the Purchasers or the Funding Agent in connection with this Note Purchase Agreement and the transactions contemplated hereby shall be paid by the Issuer.

          SECTION 7.02 Incorporation. The covenants of the Issuer in the other Transaction Documents are hereby incorporated herein in their entirety and the Issuer hereby covenants and agrees to perform such covenants as though such covenants were set forth in full herein.

ARTICLE VIII

INDEMNIFICATION

          SECTION 8.01 Indemnification. Without limiting any other rights which the Funding Agent or the Purchasers may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Issuer Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Note Purchase Agreement, the other Transaction Documents, the ownership, either directly or indirectly, of any interest in the VFN or any of the other transactions contemplated hereby or thereby, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party. Without limiting the generality of the foregoing, and subject to the exclusions set forth in the preceding sentence, the Issuer shall indemnify each Indemnified Party for Issuer Indemnified Amounts relating to or resulting from:

          (a) any representation or warranty made by the Issuer under this Note Purchase Agreement, in any of the other Transaction Documents, in any Monthly Servicer Report or in any other written information or report delivered by the Issuer pursuant hereto or thereto, which shall have been false or incorrect in any respect when made or deemed made;

          (b) the failure by the Issuer to comply with any applicable Requirement of Law with respect to any portion of the Trust Estate, or the nonconformity of any portion of the Trust Estate with any applicable Requirement of Law;

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          (c) any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Loan not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms);

          (d) the failure by the Issuer to comply with any term, provision or covenant contained in this Note Purchase Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties under the Trust Estate;

          (e) the failure of the Issuer to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any portion of the Trust Estate;

          (f) any reduction in the aggregate outstanding principal balance of the VFN or any Funding Tranche with respect to any Purchaser as a result of the distribution of Collections pursuant to Article V of the Indenture and/or the Series Supplement, if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason;

          (g) the commingling by the Issuer of Collections at any time with other funds;

          (h) any investigation, litigation or proceeding related to this Note Purchase Agreement, any of the other Transaction Documents, the use of proceeds by the Issuer, the ownership directly or indirectly of the VFN or any interest in the Trust Estate;

          (i) any failure of the Issuer to give reasonably equivalent value to any Seller in consideration of the purchase by the Issuer from such Seller of any Receivable, or any attempt by any Person to void, rescind or set aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code;

          (j) any action taken by the Issuer in the enforcement or collection of any portion of the Trust Estate;

          (k) the failure of any Receivable included in any Monthly Servicer Report or other periodic report as an Eligible Receivable for purposes of any calculation based on Eligible Receivables or otherwise to be an Eligible Receivable at the time of such calculation;

          (l) the failure to vest in the Trustee (for the benefit of the Purchasers and the other Secured Parties) (i) to the extent the perfection of a security interest in such property is governed by the UCC, a valid and enforceable first priority perfected security interest in such Receivables, Related Security and other related rights or (ii) if the perfection of such security interest is not governed by the UCC, a valid and enforceable lien or security interest in such Receivables, Related Security and other related rights, in each case, free and clear of any Adverse Claim; or

          (m) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other

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applicable laws with respect to the Receivables, Related Security and other related rights transferred or purported to be transferred hereunder whether at the time of any purchase or at any subsequent time.

          If for any reason the indemnification provided in this Section 8.01 is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless for the Issuer Indemnified Amounts, then the indemnifying party shall (subject to the exclusions set forth in the first sentence of this Section 8.01) contribute to the maximum amount payable or paid to such Indemnified Party as a result of the applicable claim, damage, expense, loss or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the indemnifying party on the other hand, but also the relative fault of such Indemnified Party (if any) and the indemnifying party and any other relevant equitable considerations. The parties hereto acknowledge and agree that all amounts payable under this Section 8.01 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          SECTION 8.02 Indemnity for Reserves and Expenses. (a)  If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:

     (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) or shall impose on any Affected Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or

     (ii) imposes upon any Affected Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents,

and the result of any of the foregoing is to increase the cost to such Affected Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance

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or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Party to be material, then, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          (b) If any Affected Party shall have determined that after the Closing Date, the adoption of any applicable law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, the effect of reducing the rate of return on capital of such Affected Party as a consequence of such Affected Party’s obligations hereunder or with respect hereto to a level below that which such Affected Party could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.2(b). In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          SECTION 8.03 Indemnity for Taxes. (a)  All payments made by the Issuer to the Funding Agent for the benefit of the Purchasers under this Note Purchase Agreement or any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future stamp or similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Funding Agent or any other Affected Party, in each case imposed by any jurisdiction under the laws of which the Funding Agent or such Affected Party is

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organized or any political subdivision or taxing authority thereof or therein (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”). If any such Taxes are required to be withheld from any amounts payable to the Funding Agent or any Affected Party hereunder, the amounts so payable to the Funding Agent or such Affected Party shall be increased to the extent necessary to yield to the Funding Agent or such Affected Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer shall indemnify the Funding Agent or any such Affected Party for the full amount of any such Taxes on the first Settlement Date which is not less than ten (10) days after the date of written demand therefor by the Funding Agent.

(b) Each Affected Party that is a Non-United States Person shall:

     (i) deliver to the Issuer and the Funding Agent two duly completed copies of IRS Form W-8 BEN or Form W-8 ECI, or successor applicable form, as the case may be;

     (ii) deliver to the Issuer and the Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Issuer; and

     (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer or the Funding Agent;

unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, renders all such forms inapplicable or which, regardless of the identity of the Affected Party, would prevent such Affected Party from duly completing and delivering any such form with respect to it, and such Affected Party so advises the Issuer and the Funding Agent. Each such Affected Party so organized shall certify in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as the case may be), (i) it is entitled to receive all payments hereunder without deduction or withholding for or on account of any United States federal Taxes and (ii) it is permitted to take the actions described in the preceding sentence under the laws and any applicable double taxation treaties of the jurisdiction of its head office or any booking office used in connection with this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in

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which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement form.

          (c) Limitations. Each Affected Party agrees to use reasonable efforts to mitigate the imposition of any Taxes referred to in this Section 8.03, including changing the office of such Affected Party from which any Funding Tranche (or portion thereof) funded or maintained by such Affected Party or this Note Purchase Agreement is booked; provided that such reasonable efforts would not be disadvantageous to such Affected Party or result in the imposition of any additional Taxes upon such Affected Party or cause such Affected Party, in its good faith judgment, to violate one or more of its policies in order to avoid such imposition of Taxes. The parties hereto acknowledge and agree that all amounts payable under this Section 8.03 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          SECTION 8.04 Other Costs, Expenses and Related Matters. (a)  The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold the Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent and/or the Purchasers) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust Estate) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Funding Agent’s or such Purchaser’s enforcement or preservation of rights (including the perfection and protection of the Purchasers’ interest in the Trust Estate under this Note Purchase Agreement and the other Transaction Documents), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

     (b) The Funding Agent will notify the Issuer and the Servicer in writing of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods.

     (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or

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otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the future.

ARTICLE IX

THE FUNDING AGENT

          SECTION 9.01 Authorization and Action. Each Purchaser hereby accepts the appointment of and authorizes the Funding Agent to take such action as agent on its behalf and to exercise such powers as are delegated to the Funding Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Purchasers hereby authorize the Funding Agent, in its sole discretion, to take any actions and exercise any rights or remedies under this Note Purchase Agreement and any permitted related agreements and documents. Except for actions which the Funding Agent is expressly required to take pursuant to this Note Purchase Agreement or the applicable Asset Purchase Agreement, the Funding Agent shall not be required to take any action which exposes the Funding Agent to personal liability or which is contrary to applicable law unless the Funding Agent shall receive further assurances to its satisfaction from the Purchasers of the indemnification obligations under Section 9.04 against any and all liability and expense which may be incurred in taking or continuing to take such action. The Funding Agent agrees to give to the Purchasers prompt notice of each notice and determination given to it by the Issuer, the Servicer or the Trustee, pursuant to the terms of this Note Purchase Agreement or the other Transaction Documents. Subject to Section 9.06, the appointment and authority of the Funding Agent hereunder shall terminate upon the later of (i) the payment to (a) the Purchasers of all amounts owing to the Purchasers hereunder and (b) the Funding Agent of all amounts due hereunder and (ii) the Series 2006-B Termination Date. Notwithstanding the foregoing, the Funding Agent covenants and agrees that it shall not, without the prior written consent of all Purchasers, amend, modify or waive any provision of the Transaction Documents:

     (i) relating to the priority of payments and distribution of Collections, the interest rate payable with respect to any Funding Tranche applicable to the Purchasers hereunder, the calculation of the Borrowing Base (including any required overcollateralization or enhancement incorporated therein), or the definitions of Concentration Overage Amount or Eligible Receivable;

     (ii) relating to the issuance of notes under the Indenture which are not on a parity with the VFN;

     (iii) relating to the release of any collateral under the Indenture or any obligations of the Issuer with respect to the VFN; and

     (iv) with respect to Events of Default, Early Amortization Events or Servicer Defaults.

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          SECTION 9.02 Funding Agent’s Reliance, Etc. Neither the Funding Agent nor any of its directors, officers, agents who are natural persons or employees shall be liable for any action taken or omitted to be taken by it or them as Funding Agent under or in connection with this Note Purchase Agreement or any related agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, the Funding Agent: (i) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to the Purchasers and shall not be responsible to the Purchasers for any statements, warranties or representations made by any other Person in connection with any Transaction Document; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Transaction Document on the part of any Person or to inspect the property (including the books and records) of any Person; (iv) shall not be responsible to any Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of any Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

          SECTION 9.03 Funding Agent and Affiliates. The Funding Agent and its respective Affiliates may generally engage in any kind of business with the Issuer, the Servicer, any Obligor, any of their respective Affiliates and any Person who may do business with or own securities of the Issuer, any Seller, the Servicer, any Obligor or any of their respective Affiliates, all as if such entities were not the Funding Agent and without any duty to account therefor to the Purchasers.

          SECTION 9.04 Indemnification. Each Purchaser (other than the Conduit Purchaser) severally agrees to indemnify the Funding Agent (to the extent not reimbursed by any Cofina Entity), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Funding Agent in any way relating to or arising out of any Transaction Document or any action taken or omitted by the Funding Agent under any Transaction Document; provided, that (i) no Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting or arising from the Funding Agent’s gross negligence or willful misconduct and (ii) no Purchaser shall be liable for any amount in respect of any compromise or settlement or any of the foregoing unless such compromise or settlement is approved by the majority of the Purchasers (other than the Conduit Purchaser) (based on Purchaser Percentages). Without limitation of the generality of the foregoing, each Purchaser (other than a Conduit Purchaser), agrees to reimburse the Funding Agent, promptly upon demand, for any reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by the Funding Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, any Transaction Document; provided, that no Purchaser shall be responsible for the costs and expenses of the Funding Agent in defending itself against any claim alleging the gross negligence or willful misconduct of the Funding Agent

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to the extent such gross negligence or willful misconduct is determined by a court of competent jurisdiction in a final and non-appealable decision.

          SECTION 9.05 Purchase Decision. Each Purchaser acknowledges that it has, independently and without reliance upon the Funding Agent, and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Note Purchase Agreement and to purchase an interest in the VFN. Each Purchaser also acknowledges that it will, independently and without reliance upon the Funding Agent or any of its Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Note Purchase Agreement or any related agreement, instrument or other document.

          SECTION 9.06 Successor Funding Agent. The Funding Agent may resign at any time by giving thirty (30) days’ written notice thereof to the Purchasers, the Issuer and the Trustee. Upon any such resignation, the Purchasers shall have the right to appoint a successor Funding Agent. If no successor Funding Agent shall have been so appointed and shall have accepted such appointment, within thirty days after the retiring Funding Agent’s giving of notice of resignation, then the retiring Funding Agent may, on behalf of the Purchasers, appoint a successor Funding Agent. Upon the acceptance of any appointment as Funding Agent hereunder by a successor Funding Agent, such successor Funding Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Funding Agent, and the retiring Funding Agent shall be discharged from its duties and obligations under this Note Purchase Agreement and the other Transaction Documents (other than obligations arising or to have been performed prior to such retirement). After any retiring Funding Agent’s resignation hereunder as Funding Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Funding Agent under this Note Purchase Agreement and the other Transaction Documents.

ARTICLE X

MISCELLANEOUS

          SECTION 10.01 Amendments. No amendment or waiver of any provision of this Note Purchase Agreement shall in any event be effective unless the same shall be signed by each of the parties hereto, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No material amendment to this Note Purchase Agreement shall be effective unless the Conduit Purchaser shall have received written confirmation by each Rating Agency that such amendment shall not cause its rating on the commercial paper notes of the Conduit Purchaser to be downgraded or withdrawn. The Conduit Purchaser shall provide each Rating Agency with prior written notice of all amendments hereto.

          SECTION 10.02 Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and mailed, telefaxed (receipt confirmed) or hand delivered, as to each party hereto, at its address set forth in Schedule I hereto or at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and communications shall be effective upon receipt by the addressee.

24

          SECTION 10.03 No Waiver; Remedies. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

          SECTION 10.04 Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding on the parties hereto and their respective successors and assigns; provided, however, that the Issuer may not assign any of its rights or delegate any of its duties hereunder or under any of the other Transaction Documents to which it is a party without the prior written consent of the Funding Agent. No provision of this Note Purchase Agreement or any other Transaction Document shall in any manner restrict the ability of any Purchaser to assign, participate, grant security interests in, or otherwise transfer any portion of its interest in the VFN (and its rights to receive any payments in respect thereof, including in connection with any collateral securing payment with respect to such VFN); provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture; provided, further, that unless otherwise consented to by the Issuer, such transferee, participant or assignee shall have executed and delivered to the Issuer, the Trustee and the Funding Agent a Transfer Supplement (as defined in subsection (b) below), with such changes as shall be reasonably acceptable to the Issuer. Without limiting the foregoing, any Conduit Purchaser may, in one or a series of transactions, transfer all or any portion of its interest in the VFN, and its rights and obligations under the Transaction Documents to a Conduit Assignee, a Committed Purchaser or any bank or other financial institution providing liquidity or credit support to the Conduit Purchaser under the Asset Purchase Agreement.

          (b) Each Committed Purchaser may assign to one or more Persons (each an “Assignee Committed Purchaser”), reasonably acceptable to the Issuer and the Funding Agent a portion of such Purchaser’s commitment in respect of its Purchaser Percentage of the Maximum Funded Amount (for each such Purchaser, the “Commitment”) pursuant to a supplement hereto, substantially in the form of Exhibit C with any changes as have been approved by the parties thereto (a “Transfer Supplement”), executed by each such Assignee Committed Purchaser, the assignor Committed Purchaser, and the Funding Agent; provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture. Any such assignment by a Committed Purchaser pursuant to this paragraph cannot be for an amount less than $10,000,000. Upon (i) the execution of the Transfer Supplement, (ii) delivery of an executed copy thereof to the Issuer and the Funding Agent and (iii) solely to the extent such assignor Committed Purchaser has any portion of the Aggregate Purchaser Funded Amount outstanding, payment by the Assignee Committed Purchaser to the assignor Committed Purchaser of the agreed purchase price, such assignor Committed Purchaser shall be released from its obligations hereunder to the extent of such assignment and such Assignee Committed Purchaser shall for all purposes herein be a Committed Purchaser party hereto and shall have all the rights and obligations of a Committed Purchaser hereunder to the same extent as if it were an original party hereto. The amount of the Commitment of the assignor Committed Purchaser allocable to such Assignee Committed Purchaser shall be equal to the amount of the portion of the Commitment of the assignor Committed Purchaser transferred, regardless of the purchase price paid therefor. The Transfer

25

Supplement shall be an amendment hereof only to the extent necessary to reflect the addition of such Assignee Committed Purchaser as an “Committed Purchaser” and any resulting adjustment of the assignor Committed Purchaser’s Commitment.

          (c) Any Purchaser may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more Persons (each, a “Participant”) participating interests in all or a portion of its rights and obligations under this Note Purchase Agreements; provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture. Notwithstanding any such sale by a Purchaser of participating interests to a Participant, such Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and the other parties hereto shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Note Purchase Agreement. Each Participant shall be entitled to the benefits of Article VIII; provided, however, that all amounts payable to any such Participant shall be limited to the amounts which would have been payable to the Purchaser selling such participating interest had such interest not been sold.

          (d) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the VFN or hereunder shall have been paid in full.

          SECTION 10.05 Confidentiality. The Issuer shall maintain, and shall cause each officer, employee and agent of itself and its Affiliates to maintain, the confidentiality of the Transaction Documents and all other confidential proprietary information with respect to the Funding Agent and the Purchasers and each of their respective businesses obtained by them in connection with the structuring, negotiation and execution of the transactions contemplated herein and in the other Transaction Documents, except for information that has become publicly available or information disclosed (i) to legal counsel, accountants and other professional advisors to the Issuer and its Affiliates, (ii) as required by law, regulation, the requirements of the any self-regulating organization such as a stock exchange or legal process or (iii) in connection with any legal or regulatory proceeding to which the Issuer or any of its Affiliates is subject; it being understood, that solely with respect to the Base Indenture, the Issuer may distribute such Base Indenture to the holders of any Notes issued pursuant thereto from time to time. The Issuer hereby consents to the disclosure of any nonpublic information with respect to it received by the Funding Agent or any Purchaser from the Issuer or the Servicer to (i) any of the Purchasers or the Funding Agent, (ii) legal counsel, accountants and other professional advisors to the Funding Agent, the Purchasers or their Affiliates, (iii) as required by law, regulation or legal process, (iv) in connection with any legal or regulatory proceeding to which the Funding Agent, any Purchaser or any of their Affiliates is subject, (v) any nationally recognized rating agency providing a rating or proposing to provide a rating to the Conduit Purchasers’ Commercial Paper or the VFN, (vi) any placement agent which proposes herein to offer and sell the Conduit Purchasers’ Commercial Paper, (vii) any provider of the Conduit Purchasers’ program-wide liquidity or credit support facilities, (viii) any potential Committed Purchaser or (ix) any participant or potential participant of the Commitment of any Committed Purchaser, the Trustee, any Enhancement Provider, any Secured Party, or any liquidity or credit

26

support provider of a Conduit Purchaser; provided, that the Funding Agent and the Purchasers, as the case may be, shall advise any such recipient of information that the information they receive is nonpublic information and may not be disclosed or used for any other purposes other than that for which it is disclosed to such recipient without the prior written consent of the Issuer.

          SECTION 10.06 GOVERNING LAW; JURISDICTION. THIS NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS. EACH OF THE PARTIES TO THIS NOTE PURCHASE AGREEMENT HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

          SECTION 10.07 Wavier of Trial by Jury. To the extent permitted by applicable law, each of the parties hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim arising out of or in connection with this Note Purchase Agreement or any matter arising hereunder.

          SECTION 10.08 No Proceedings. The Issuer agrees that so long as any indebtedness of the Conduit Purchaser shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any indebtedness of the Conduit Purchaser shall have been outstanding, it shall not file, or join in the filing of, a petition against such Conduit Purchaser under the Federal Bankruptcy Code, or join in the commencement of any bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar proceeding against the Conduit Purchaser.

          SECTION 10.09 Execution in Counterparts. This Note Purchase Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

          SECTION 10.10 No Recourse. Notwithstanding anything to the contrary contained herein, the obligations of the Purchasers under this Note Purchase Agreement are solely the corporate obligations of the Purchasers and, in the case of obligations of the Conduit Purchaser other than Commercial Paper, shall be payable at such time as funds are actually received by, or are available to, the Conduit Purchaser in excess of funds necessary to pay in full all outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against the Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper.

27

     No recourse under any obligation, covenant or agreement of the Conduit Purchaser contained in this Note Purchase Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of the Conduit Purchaser (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Note Purchase Agreement is solely a corporate obligation of the Conduit Purchaser, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Conduit Purchaser (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Conduit Purchaser contained in this Note Purchase Agreement, or implied therefrom, and that any and all personal liability for breaches by the Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Note Purchase Agreement; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken by them.

          SECTION 10.11 Survival. All representations, warranties, covenants, guaranties and indemnifications contained in this Note Purchase Agreement, and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the sale, transfer or repayment of the VFN.

28

          IN WITNESS WHEREOF, the parties have caused this Note Purchase Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

COFINA FUNDING, LLC, as Issuer,
By:
	Name:
	Title:
VOYAGER FUNDING CORPORATION, as Conduit Purchaser
By:
	Name:
	Title:
BANK HAPOALIM B.M., as Funding Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
M&I MARSHALL & ILSLEY BANK, as a Committed Purchaser
By:
	Name:
	Title:
	Purchaser Percentage: 25%

Note Purchase Agreement

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CHICAGO BRANCH
By:
	Name:
	Title:
	Purchaser Percentage: 75%

Note Purchase Agreement

EXHIBIT A

Form of Notice of
Increase

1.	Proposed Increase Date:
2.	Amount of requested Increase (lesser of minimum amount of $                     or remaining Maximum Funded Amount)	$
3.	Purchase Price	$
4.	Remaining Maximum Funded Amount (after giving effect to the requested Increase)	$
5.	Certifications:

(a)

The representations and warranties of Cofina Funding, LLC ( the “Issuer”) in the Base Indenture dated as of August 10, 2005 (as amended) between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”); the Series 2006-B Supplement, dated as of May 16, 2006, between the Issuer and the Trustee; and the Note Purchase Agreement dated as of May 16, 2006 (the “Note Purchase Agreement”), among the Issuer, the Conduit Purchaser, the Funding Agent and the Committed Purchasers named therein, are true and correct in all material respects on the date hereof (except to the extent they expressly relate to an earlier or later time and then as of such earlier or later time).

(b)

The conditions to the Increase specified in Section 2.03 of the Note Purchase Agreement have been satisfied and will be satisfied as of the applicable Increase Date.

COFINA	FUNDING, LLC, as Issuer
By	Authorized Officer

Date of Notice:                     

EXHIBIT B

Series 2006-B Officer’s Certificate

     Cofina Funding, LLC (the “Issuer”), pursuant to Section 4.11 of the Note Purchase Agreement dated as of May 16, 2006 (the “Note Purchase Agreement”), among the Issuer, Voyager Funding Corporation, as the Conduit Purchaser, Bank Hapoalim B.M., as Funding Agent and the Committed Purchasers party thereto, the Issuer hereby certifies that, to the best of its knowledge, after reasonable investigation: (a) all of the terms, covenants, agreements and conditions of the Transaction Documents to be complied with and performed by Issuer on or before the date hereof have been complied with and performed in all material respects; and (b) the representations and warranties of Issuer made in the Transaction Documents to which it is a party are true and correct in all material respects on and as of the date hereof (except to the extent they expressly relate to an earlier or later time and then as of such earlier or later time).

     Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Note Purchase Agreement.

     IN WITNESS WHEREOF, I have hereunto set my hand as of this ___ day of                     , 20___.

COFINA FUNDING, LLC, as Issuer,
By:	_________________________________
	Name:
	Title:

SCHEDULE I

Addresses for Notices

If to:

Issuer:

Cofina Funding, LLC
5500 Cenex Drive
St. Paul, Minnesota 55077
Attention:    Sharon Barber
Telephone:  (651) 355-6974
Facsimile:     (651) 451-4917

Funding Agent:

Bank Hapoalim
1177 Avenue of the Americas
New York, New York 10036
Attn: Brian W. James
Telephone:     (212) 782-2343
Facsimile:     (212) 782-2345

Committed Purchasers:

M&I Marshall and Ilsley Bank
651 Nicollet Mall
Minneapolis, MN 55402

The Bank of Tokyo-Mitsubishi UFJ, Ltd., Chicago Branch
227 W. Monroe Street
Suite 2300
Chicago, IL 60606

with a corresponding copy of all notices needed to be sent to:

Connie Hohbein/Scott Ackerman
The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
Minnesota Corporate Banking Office
601 Carlson Parkway
Suite 370
Minnetonka, MN 55305
Tel: (952) 473-9092/7894
Fax: (952) 473-5152
Email: chohbein@us.mufg.jp/sackerman@us.mufg.jp

Conduit
Purchaser:

Voyager Funding Corporation
c/o Bank Hapoalim
1777 Avenue of the Americas
New York, New York 10036
Attn: Brian W. James
Telephone:     (212) 782-2343
Facsimile:     (212) 782-2345

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
SECTION 1.01 Certain Defined Terms		1
SECTION 1.02 Other Definitional Provisions		7
ARTICLE II PURCHASE AND SALE		8
SECTION 2.01 Purchase and Sale of the VFN		8
SECTION 2.02 Initial Purchase Price		8
SECTION 2.03 Increases		8
SECTION 2.04 Extension of Purchase Expiration Date		9
SECTION 2.06 Calculation of Monthly Interest		10
SECTION 2.07 Benefits of Indenture		10
SECTION 2.08 Broken Funding		10
SECTION 2.09 Illegality		11
SECTION 2.10 Inability to Determine Eurodollar Rate		11
SECTION 2.11 Fees		11
ARTICLE III CLOSING		12
SECTION 3.01 Closing		12
SECTION 3.02 Transactions to be Effected at the Closing		12
ARTICLE IV CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE		12
SECTION 4.01 Performance by Cofina Entities		12
SECTION 4.02 Representations and Warranties		12
SECTION 4.03 Corporate Documents		12
SECTION 4.04 Opinions of Counsel		12
SECTION 4.05 Reports		13
SECTION 4.06 Financing Statements		13
SECTION 4.07 Documents		13
SECTION 4.08 VFN		13
SECTION 4.09 No Actions or Proceedings		13
SECTION 4.10 Approvals and Consents		13
SECTION 4.11 Officer’s Certificates		13
SECTION 4.12 Accounts		13
SECTION 4.13 Expenses		13

i

TABLE OF CONTENTS
(continued)

	Page
SECTION 4.14 Liens		13
SECTION 4.15 Other Documents		14
SECTION 4.16 Payment of Fees		14
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ISSUER		14
SECTION 5.01 Representations and Warranties of the Issuer		14
SECTION 5.02 Reaffirmation of Representations and Warranties by the Issuer		14
ARTICLE VI REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE FUNDING AGENT AND THE PURCHASERS		14
SECTION 6.01 Securities Laws; Transfer Restrictions		14
SECTION 6.02 Enforceability		15
ARTICLE VII COVENANTS		15
SECTION 7.01 Covenants		15
SECTION 7.02 Incorporation		16
ARTICLE VIII INDEMNIFICATION		16
SECTION 8.01 Indemnification		16
SECTION 8.02 Indemnity for Reserves and Expenses		18
SECTION 8.03 Indemnity for Taxes		19
SECTION 8.04 Other Costs, Expenses and Related Matters		21
ARTICLE IX THE FUNDING AGENT		22
SECTION 9.01 Authorization and Action		22
SECTION 9.02 Funding Agent’s Reliance, Etc		23
SECTION 9.03 Funding Agent and Affiliates		23
SECTION 9.04 Indemnification		23
SECTION 9.05 Purchase Decision		24
SECTION 9.06 Successor Funding Agent		24
ARTICLE X MISCELLANEOUS		24
SECTION 10.01 Amendments		24
SECTION 10.02 Notices		24
SECTION 10.03 No Waiver; Remedies		25
SECTION 10.04 Binding Effect; Assignability		25
SECTION 10.05 Confidentiality		26

ii

TABLE OF CONTENTS
(continued)

	Page
SECTION 10.06 GOVERNING LAW; JURISDICTION		27
SECTION 10.07 Wavier of Trial by Jury		27
SECTION 10.08 No Proceedings		27
SECTION 10.09 Execution in Counterparts		27
SECTION 10.10 No Recourse		27
SECTION 10.11 Survival		28

EXHIBIT A	Form of Notice of Increase
EXHIBIT B	Series 2006-B Officer’s Certificate
EXHIBIT C	Form of Transfer Supplement
SCHEDULE I	Addresses for Notices

iii

EX-10.23

EXECUTION COPY

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

     THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is executed as of May 15, 2007 (the “Effective Date”) among COFINA FUNDING, LLC (the “Issuer”), VOYAGER FUNDING CORPORATION (the “Conduit Purchaser”), BANK HAPOALIM B.M. (the “Funding Agent”), and the Committed Purchasers party hereto.

     Capitalized terms used but not defined herein have the meanings provided in the Agreement (as defined below).

RECITALS

     WHEREAS, the Issuer, the Conduit Purchaser, the Funding Agent and the Committed Purchasers are parties to that certain Note Purchase Agreement dated as of May 16, 2006 (the “Agreement”);

     WHEREAS, the parties hereto desire to amend the Agreement as hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

          1. Amendment. The definition of “Purchase Expiration Date” in Section 1.01 of the Agreement is hereby amended and restated in its entirety as follows:

          “Purchase Expiration Date” means May 13, 2008.

          2. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein.

          3. Conditions Precedent. This Amendment shall not be effective until the Funding Agent shall have received an original counterpart (or counterparts) of this Amendment, executed and delivered by each of the parties hereto, or other evidence satisfactory to the Funding Agent of the execution and delivery of this Amendment by such parties.

          4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

          5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to any otherwise applicable principles of conflicts of law.

          6. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this amendment or the Agreement or any provision hereof or thereof.

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

2

     IN WITNESS WHEREOF, this Amendment has been duly signed by the parties as of the date set forth above.

COFINA FUNDING, LLC, as Issuer
By:
	Name:
	Title:

VOYAGER FUNDING CORPORATION, as Conduit Purchaser
By:
	Name:
	Title:
BANK HAPOALIM B.M., as Funding Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

M&I MARSHALL & ILSLEY BANK, as a Committed Purchaser Purchaser Percentage: 25%
By:
	Name:	Gary J. Sloan
	Title:	Vice President
By:
	Name:	John W. Howard Jr.
	Title:	Senior Vice President

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CHICAGO BRANCH
By:
	Name:
	Title:
	Purchaser Percentage: 75%

EX-10.24

EXECUTION COPY

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

     THIS SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is executed as of May 13, 2008 (the “Effective Date”) among COFINA FUNDING, LLC (the “Issuer”), VOYAGER FUNDING CORPORATION (the “Conduit Purchaser”), BANK HAPOALIM B.M. (the “Funding Agent”), and the Committed Purchasers party hereto.

     Capitalized terms used but not defined herein have the meanings provided in the Agreement (as defined below).

RECITALS

     WHEREAS, the Issuer, the Conduit Purchaser, the Funding Agent and the Committed Purchasers are parties to that certain Note Purchase Agreement dated as of May 16, 2006, as amended by the First Amendment thereto dated May 15, 2007 (the “Agreement”);

WHEREAS, the parties hereto desire to amend the Agreement as hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

     1. Amendment. The definition of “Purchase Expiration Date” in Section 1.01 of the Agreement is hereby amended and restated in its entirety as follows:

     “Purchase Expiration Date” means May 12, 2009.

     2. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to “this Agreement”, “hereof’, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein.

     3. Condition Precedent. This Amendment shall not be effective until the Funding Agent shall have received an original counterpart (or counterparts) of this Amendment, executed and delivered by each of the parties hereto, or other evidence satisfactory to the Funding Agent of the execution and delivery of this Amendment by such parties.

     4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

     5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to any otherwise applicable principles of conflicts of law.

     6. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this amendment or the Agreement or any provision hereof or thereof.

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

     IN WITNESS WHEREOF, this Amendment has been duly signed by the parties as of the date set forth above.

COFINA FUNDING, LLC as Issuer

By:

Name:

Title:

VOYAGER FUNDING CORPORATION as

Conduit Purchaser

By:

Name:

Title:

BANK HAPOALIM B.M.

as Funding Agent

By:

Name:

Title:

By:

Name:

Title:

M & I MARSHALL & ILSLEY BANK,

as a Committed Purchaser

Purchaser Percentage: 25%

By:

Name:

Title:

THE BANK OF TOKYO-MITSUBISHI UFJ,

LTD., NEW YORK BRANCH

Purchaser Percentage: 75%

By:

Name:

Title:

EX-10.25

EXECUTION VERSION

COFINA FUNDING, LLC,
as Issuer

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

SERIES 2008-A SUPPLEMENT
Dated as of November 21, 2008

to

BASE INDENTURE
Dated as of August 10, 2005

COFINA FUNDING, LLC

SERIES 2008-A

Cofina Variable Funding Asset-Backed Notes

          SERIES 2008-A SUPPLEMENT, dated as of November 21, 2008 (as amended, modified, restated or supplemented from time to time in accordance with the terms hereof, this “Series Supplement”), by and among COFINA FUNDING, LLC, a Delaware limited liability company, as issuer (“Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (together with its successors in trust under the Base Indenture referred to below, the “Trustee”), to the Base Indenture, dated as of August 10, 2005, between the Issuer and the Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

          Pursuant to this Series Supplement, the Issuer shall create a new Series of Notes and shall specify the Principal Terms thereof.

PRELIMINARY STATEMENT

          WHEREAS, Section 2.2 of the Base Indenture provides, among other things, that the Issuer and the Trustee may at any time and from time to time enter into a series supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes.

          NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1. Designation.

          (a) There is hereby created a Series of notes to be issued in one class pursuant to the Base Indenture and this Series Supplement, and such Series of notes shall be substantially in the form of Exhibit A hereto, executed by or on behalf of the Issuer and authenticated by the Trustee and designated generally Cofina Variable Funding Asset-Backed Notes, Series 2008-A (the “Notes”). The Notes shall constitute “Warehouse Notes” (as defined in the Base Indenture).

          (b) Series 2008-A (as defined below) shall not be subordinated to any other Series.

     SECTION 2. Definitions. In the event that any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Base Indenture, the terms and provisions of this Series Supplement shall govern. All Article, Section or subsection references herein mean Articles, Sections or subsections of this Series Supplement, except as otherwise provided herein. All capitalized terms not otherwise defined herein are defined in the Base Indenture. Each capitalized term defined herein shall relate only to the Notes and no other Series of Notes issued by the Issuer.

          “Accrual Period” means, with respect to each Settlement Date, the period beginning on and including the Settlement Date in the preceding calendar month and ending on but excluding the Settlement Date for the current calendar month, except that the first Accrual Period shall begin on the Closing Date.

          “Additional Interest” has the meaning specified in Section 5.12.

          “Breakage Amount” has the meaning specified in the Note Purchase Agreement.

          “BTMUNY Co-Purchase Facility” means the Co-Purchase Facility for which the “Funding Agent” (as defined in each Series included therein) is The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch.

          “Closing Date” means November 21, 2008.

          “Commitment Termination Date” means the Purchase Expiration Date.

          “Co-Purchase Facility” means a group of Series composed of all Series with respect to which the “Funding Agent” under (and as defined in) each of such Series is the same financial institution.

          “Co-Purchase Facility Aggregate Funded Amount” means, with respect to any Co-Purchase Facility, the aggregate of the “Aggregate Purchaser Funded Amounts” under (and as defined in) all Series included in such Co-Purchase Facility.

          “Deficiency Amount” has the meaning specified in Section 5.12.

          “Fee Amount” has the meaning specified in Section 5.12.

          “Fees” means all of the amounts payable in connection with the Fee Letter (as such term is defined in the Note Purchase Agreement).

          “Funding Agent” has the meaning set forth in the Note Purchase Agreement.

          “Increase” has the meaning specified in subsection 3.1(a).

          “Indemnified Party” shall have the meaning specified in the Note Purchase Agreement.

          “Initial Note Principal” means the aggregate initial principal amount of the Notes, which is $0.

          “Issuer” means Cofina Funding, LLC, a Delaware limited liability company.

          “Legal Final Settlement Date” means the Settlement Date falling in the 138th complete month following the Rapid Amortization Commencement Date.

          “Maximum Principal Amount” equals $100,000,000.

          “Monthly Interest” has the meaning specified in Section 5.12.

          “Monthly Period” has the meaning specified in the Base Indenture, except that the first Monthly Period with respect to the Notes shall begin on and include the Closing Date and shall end on and include the last day of the month in which the Closing Date occurs.

          “Note Principal” means the outstanding principal amount of the Notes.

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          “Note Purchase Agreement” means the Note Purchase Agreement, dated as of November 21, 2008, among the Issuer, Victory Receivables Corporation, as Conduit Purchaser, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Funding Agent (as defined in the Note Purchase Agreement), and the Committed Purchasers parties thereto, or any successor agreement to such effect among the Issuer and the applicable Noteholders or its successors, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Transaction Documents.

          “Note Rate” means, with respect to each Settlement Period, a variable rate per annum equal to the rate determined therefor by the Funding Agent (based on any and all amounts which constitute Series 2008-A Financing Costs (as defined in the Note Purchase Agreement) with respect to such Settlement Period pursuant to the Note Purchase Agreement).

          “Noteholder” means with respect to any Note, the holder of record of such Note.

          “Notes” has the meaning specified in Section 1(a).

          “Notice Persons” means, for Series 2008-A, the Funding Agent.

          “Permitted Settlement Date Withdrawal” means, with respect to the Notes for any Settlement Date, the amount set forth in Section 5.13.

          “Purchase Expiration Date” has the meaning specified in the Note Purchase Agreement.

          “QIB” has the meaning specified in Section 7(c)(i).

          “Rapid Amortization Period” means the period commencing on the Rapid Amortization Commencement Date and ending on the Series 2008-A Termination Date.

          “Rapid Amortization Commencement Date” means the earliest of (i) the Commitment Termination Date, (ii) the date on which an Early Amortization Event occurs pursuant to Section 10.1 of the Base Indenture or (iii) the date on which a Series Early Amortization Event occurs pursuant to Section 10 of this Series Supplement.

          “Redemption Date” means the date on which the Notes are redeemed in full pursuant to Section 5 or 12 hereof.

          “Required Person” means the “Funding Agent” under the Note Purchase Agreement.

          “Revolving Period” means the period from and including the Closing Date to, but not including, the Rapid Amortization Commencement Date.

          “Rule 144A” has the meaning specified in subsection 7(c)(i).

          “Scheduled Principal Payment Amount” means (i) with respect to any Settlement Date prior to the Commitment Termination Date, zero (0); and (ii) with respect to any Settlement

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Date on or following the Commitment Termination Date, the excess, if any, of (x) the then Note Principal over (y) the Scheduled Targeted Principal Balance for the Notes for such Settlement Date.

          “Scheduled Targeted Principal Balance” means, for any Settlement Date on or after the Commitment Termination Date, an amount equal to the product of (x) the Note Principal on the Commitment Termination Date and (y) the percentage set forth opposite such Settlement Date (based on the number of months elapsed from the Commitment Termination Date) on Schedule I hereto under the column entitled “Scheduled Targeted Principal Balance.”

          “Series Early Amortization Event” means each “Early Amortization Event” referred to in Section 10.

          “Series 2008-A” means the Series of the Cofina Variable Funding Asset-Backed Notes represented by the Notes.

          “Series 2008-A Interest Payment” means, with respect to any Settlement Date, the Monthly Interest for such Settlement Date.

          “Series 2008-A Noteholder” means the Holder of a Note.

          “Series 2008-A Settlement Account” means the Settlement Account established as such for the benefit of the Secured Parties of this Series 2008-A pursuant to Section 5.11 hereof and Section 5.3 of the Base Indenture.

          “Series 2008-A Termination Date” means the Settlement Date on which the Notes, plus all other amounts due and owing to the Series 2008-A Noteholders and the related Indemnified Parties under the Transaction Documents are paid in full.

          “Supplemental Principal Payment Amount” means the amount of any prepayment made in accordance with the provisions of Section 5.10 of the Base Indenture that is allocated to the Series 2008-A Notes in accordance with such provision of the Base Indenture.

     SECTION 3. Article 3 of the Base Indenture. Article 3 shall be read in its entirety as follows and shall be applicable only to the Notes:

ARTICLE 3

INITIAL ISSUANCE AND INCREASES AND DECREASES OF
NOTE PRINCIPAL

     SECTION 3.1 Initial Issuance: Procedure for Increasing the Investor Interest.

          (a) Subject to satisfaction of the conditions precedent set forth in subsection (b) of this Section 3.1, (i) on the Closing Date, the Issuer will issue the Notes in accordance with Section 2.2 of the Base Indenture in the aggregate initial outstanding principal amount equal to the Initial Note Principal and an aggregate face amount equal to the Maximum Principal Amount and (ii) on any Business Day during the Revolving Period but no more

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frequently than once per week, the Issuer may increase the Note Principal (each such increase referred to as an “Increase”) upon satisfaction of the conditions set forth below and the conditions specified in the Note Purchase Agreement.

          (b) The Notes will be issued on the Closing Date and the Note Principal may be increased on any Business Day during the Revolving Period pursuant to subsection (a) above, only upon satisfaction of each of the following conditions with respect to such initial issuance and each proposed Increase:

(i)	The amount of each issuance or Increase shall be equal to or greater than $250,000 (and in integral multiples of $1,000 in excess thereof);
(ii)	After giving effect to such issuance or Increase, the Note Principal shall not exceed the Maximum Principal Amount;
(iii)	After giving effect to such issuance or Increase, no Borrowing Base Deficiency shall exist;
(v)	There shall not exist, and such issuance or Increase and the application of the proceeds thereof shall not result in the occurrence of, (1) an Early Amortization Event for any Series, a Servicer Default or an Event of Default, or (2) an event or occurrence, which, with the passing of time or the giving of notice thereof, or both, would become an Early Amortization Event for any Series, Servicer Default or an Event of Default;
(vi)	After giving effect to such issuance or Increase, not less than 85% of the Eligible Receivables are Eligible Receivables issued by Obligors which are classified as Other Assets Especially Mentioned or Acceptable;
(vii)	After giving effect to such issuance or Increase, not more than 5% of the Receivables by Receivables Balance have Obligors which are classified as Doubtful or Loss;
(viii)	All required consents have been obtained and all other conditions precedent to the making of advances under the Note Purchase Agreement shall have been satisfied; and
(ix)	There shall not have occurred, since the Closing Date, in the reasonable judgment of the Notice Person, (A) a material adverse change in the operations, management or financial condition of any Seller or (B) any event which materially and adversely affects the collectibility of the Eligible Receivables generally or the ability of the Seller to perform its obligations under the Transaction Documents.

          (c)     Upon receipt of the proceeds of such issuance or Increase by or on behalf of the Issuer, the Issuer shall give notice to the Trustee of such receipt, and the Trustee shall, or shall cause the Transfer Agent and Registrar to, indicate in the Note Register the amount thereof.

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     SECTION 3.2 Prepayments. On any Business Day, the Issuer will have the option to prepay, without premium, all or a portion of, the Note Principal of the Notes, in a minimum amount of $250,000 (and integral multiples of $1,000 in excess thereof). Any such prepayment of the Note Principal shall also include accrued interest to the date of prepayment on the principal balance being prepaid and any related Breakage Amount. The Issuer may make such prepayment only from funds available to the Issuer therefor pursuant to Section 5.4 of the Base Indenture. Any prepayment amounts shall be deposited into the Series 2008-A Settlement Account and distributed by the Trustee on a pro rata basis to each Noteholder of record at such time. Any such prepayment shall not constitute a termination of the Revolving Period. Any prepayment by the Issuer with respect to a Series included in a Co-Purchase Facility other than the BTMUNY Co-Purchase Facility (other than a prepayment made to effectuate an Unexpired Series True-Up (as defined in the Note Purchase Agreement)) shall be accompanied by a concurrent prepayment under one or more Series included in the BTMUNY Co-Purchase Facility in the amount necessary to cause the aggregate of such prepayments to be ratably allocated among all Co-Purchase Facilities according to their respective Co-Purchase Facility Aggregate Funded Amounts.

     SECTION 4. Principal Payments on the Notes. The principal balance of the Series 2008-A Notes shall be payable on each Settlement Date from amounts on deposit in the Series 2008-A Settlement Account in an amount equal to (i) so long as no Early Amortization Event or Event of Default has occurred (and has not been waived in accordance with the terms of the Base Indenture), the sum of the Scheduled Principal Payment Amount and Supplemental Principal Payment Amount for such Settlement Date, or (ii) if an Early Amortization Event or an Event of Default has occurred (and has not been waived in accordance with the terms of the Base Indenture), the full Note Principal to the extent that funds are available for such purposes in accordance with the provisions of Section 5.4 of the Base Indenture. The unpaid principal amount of each Note together with all unpaid interest, fees, expenses, costs and other amounts payable by the Issuer to the Holders of the Notes pursuant to the terms of the Base Indenture, this Series Supplement, the Note Purchase Agreement and the other Transaction Documents shall be due and payable in full on the earlier to occur of (x) the date on which an Event of Default shall occur and the Series 2008-A Notes have been accelerated in accordance with the provisions of the Base Indenture and (y) the Legal Final Settlement Date.

     SECTION 5. Cleanup Call.

          (a) The Notes shall be subject to purchase by the initial Servicer at its option, in accordance with the terms specified in subsection 13.4(a) of the Base Indenture on any Settlement Date on or after the Settlement Date on which the Note Principal is reduced to an amount less than or equal to 10% of the Maximum Principal Amount.

          (b) The deposit to the Series 2008-A Settlement Account required in connection with any such purchase will be equal to the sum of (a) the Note Principal, plus (b) accrued and unpaid interest on the Notes through the day preceding the Settlement Date on which the purchase occurs, plus (c) any other amounts (including, without limitation, accrued and unpaid Fees) payable to the Series 2008-A Noteholders, the Indemnified Parties, the Trustee and the Custodian pursuant to the Note Purchase Agreement and the other Transaction

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Documents, minus (d) the amounts, if any, on deposit at such Settlement Date in the Series 2008-A Settlement Account for the payment of the foregoing amounts.

     SECTION 6. Delivery and Payment for the Notes. The Trustee shall execute, authenticate and deliver the Notes in accordance with Section 2.4 of the Base Indenture and Section 7 below.

     SECTION 7. Form of Delivery of the Notes; Denominations; Transfer Restrictions.

          (a) The Notes shall be delivered as Registered Notes in definitive form as provided in Sections 2.1 and 2.18 of the Base Indenture. The Notes shall initially be registered in the name of the Funding Agent for the benefit of the Purchasers (as defined in the Note Purchase Agreement) and shall not be transferred, sold or pledged, in whole or in part, other than pursuant to Section 2.6 of the Base Indenture and this Section 7.

          (b) The Notes will be issuable in minimum face amount denominations of $250,000 (and in integral multiples of $1,000 in excess thereof).

          (c) The Notes have not been registered under the Securities Act or any state securities or “blue sky” laws. None of the Issuer, the Transfer Agent and Registrar or the Trustee is obligated to register the Notes under the Securities Act or any “blue sky” laws or take any other action not otherwise required under the Base Indenture or this Series Supplement to permit the transfer of any Note without such registration. When Notes are presented to the Transfer Agent and Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Transfer Agent and Registrar shall register the transfer or make the exchange; provided, however, that the Notes surrendered for transfer or exchange (a) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Transfer Agent and Registrar, duly executed by the holder thereof or its attorney, duly authorized in writing and (b) shall be transferred or exchanged in compliance with the Securities Act and the following provisions:

          (i) (A) if such Note is being transferred to a qualified institutional buyer (a “QIB”) as defined in, and in accordance with, Rule 144A under the Securities Act (“Rule 144A”), the transferor shall provide the Issuer and the Transfer Agent and Registrar with a certification to that effect (in substantially the form of Exhibit C hereto); or (B) if such Note is being transferred in reliance on another exemption from the registration requirements of the Securities Act, the transferor shall provide the Issuer and the Transfer Agent and Registrar with a certification to that effect (in substantially the form of Exhibit C hereto) and, if requested by the Transfer Agent and Registrar or the Issuer, an opinion of counsel in form and substance acceptable to the Issuer and to the Transfer Agent and Registrar to the effect that such transfer is in compliance with the Securities Act.

          (ii) each such transferee of such Note shall be deemed to have made the acknowledgements, representations and agreements set forth below:

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     (1) if such Note is being transferred in accordance with Rule 144A, it is a QIB, is aware that the sale to it is being made in reliance on Rule 144A and it is acquiring such Note or any interest or participation therein for its own account or for the account of another QIB over which it exercises sole investment discretion, such QIB is aware the sale is being made in reliance on Rule 144A, and is acquiring such Note or any interest or participation therein for its own account or the account of another QIB;

     (2) it understands that the Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, neither the Transfer Agent and Registrar nor the Issuer nor any person representing the Issuer has made any representation or warranty to it with respect to the Issuer or the offering or sale of any Note, it has had access to such financial and other information concerning the Issuer, the Sellers and the Notes as it has deemed necessary to evaluate whether to purchase any Notes, the Issuer is not required to register or qualify the Notes, and that the Notes may be resold, pledged or transferred only in compliance with provisions of this Section 7(c) and only (A) to the Issuer, (B) to a person the transferor reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act and, in each case, in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and in accordance with the restrictions set forth herein;

     (3) if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Notes as described in clause (B) or (C) of the preceding paragraph, it may, pursuant to clause (i) above, be required to deliver a certificate and, in the case of clause (C), may be required to deliver an opinion of counsel if the Issuer and the Transfer Agent and Registrar so request, in each case, reasonably satisfactory in form and substance to the Issuer and the Transfer Agent and Registrar, that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation; and it understands that the Registrar and Transfer Agent will not be required to accept for registration of transfer the Notes acquired by it, except upon presentation of, if applicable, the certificate and, if applicable, the opinion described above;

     (4) it agrees that it will, and each subsequent holder is required to, notify any purchaser of Notes from it of the resale restrictions referred to in clauses (2) and (3) above, if then applicable, and understands that such notification requirement will be satisfied, in the case only of transfers by physical delivery of Definitive Notes, by virtue of the fact that the following legend will be placed on the Notes unless otherwise agreed to by the Issuer:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY (1) TO THE ISSUER, (2) TO A PERSON THE TRANSFEROR

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REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) THAT PURCHASES FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND BASED ON AN OPINION OF COUNSEL IF THE ISSUER OR TRANSFER AGENT AND REGISTRAR SO REQUEST, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY TRANSFEREE FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

     (5) it acknowledges that the foregoing restrictions apply to holders of beneficial interests in the Notes as well as to Holders of the Notes;

     (6) it acknowledges that the Trustee, the Issuer and their Affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that if any of the acknowledgments, representations or agreements deemed to have been made by its purchase of such Notes is no longer accurate, it will promptly notify the Issuer; and if it is acquiring any Notes for the account of one or more QIBs, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account;

     (7) with respect to any foreign purchaser claiming an exemption from United States income or withholding tax, it represents that it has delivered to the Trustee a true and complete Form W-8BEN or W-8ECI or applicable successor form, indicating such exemption; and

     (8) it acknowledges that either (i) it is not an employee benefit plan subject to ERISA, a “plan” described in Section 4975 of the Code, an entity deemed to hold the assets of any such plan or a governmental plan (as defined in Section 3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA for which no election has been made under Section 410(d) of the Code) subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code or (ii) its purchase and holding of the Notes will not, throughout the term of holding, constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a

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governmental plan or a non-electing church plan (as described above), any substantially similar applicable law) by reason of the application of one or more statutory or administrative exemptions from such prohibited transaction rules or otherwise.

          In addition, such transferee shall be responsible for providing additional information or certification, as shall be reasonably requested by the Trustee or Issuer, to support the truth and accuracy of the foregoing acknowledgements, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. Any resale, pledge or other transfer of Notes in violation of the transfer restrictions set forth herein shall be deemed void ab initio.

      SECTION 8. Article 5 of Base Indenture. Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9 and 5.10 of the Base Indenture shall be read in their entirety as provided in the Base Indenture. The following provisions, however, shall constitute part of Article 5 of the Base Indenture solely for purposes of Series 2008-A and shall be applicable only to the Notes:

ARTICLE 5

SERIES 2008-A SETTLEMENT ACCOUNT AND
ALLOCATION AND APPLICATION OF AMOUNTS THEREIN

      SECTION 5.11 Series 2008-A Settlement Account. The Trustee, in accordance with Section 5.3(d) of the Base Indenture shall establish on the Closing Date and maintain, so long as any Series 2008-A Note is Outstanding, an account designated as the “Series 2008-A Settlement Account,” which account shall be held by the Trustee for the benefit of the Holders of the Series 2008-A Notes pursuant to the Base Indenture and this Series Supplement. All deposits of funds by or for the benefit of the Holders of the Series 2008-A Notes shall be accumulated in, and withdrawn from, the Series 2008-A Settlement Account in accordance with the provisions of the Base Indenture and this Series Supplement.

      SECTION 5.12 Determination of Monthly Interest. The amount of monthly interest payable on the Notes shall be determined by the Servicer as of each Determination Date and shall be an amount equal to the product of (i)(A) a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 360, times (B) the Note Rate in effect with respect to the related Accrual Period, and (ii) the average daily outstanding principal balance of the Notes during such Accrual Period (the “Monthly Interest”); provided, however, that in addition to Monthly Interest, an amount equal to the sum of (i) the amount of any unpaid Deficiency Amount, as defined below, plus (ii) an amount equal to the product of (A) a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 360, times (B) a rate equal to 2% per annum over the Note Rate in effect with respect to the related Accrual Period, times (C) any Deficiency Amount, as defined below (or the portion thereof which has not theretofore been paid to Noteholders) plus, (iii) the amount of any unpaid Fees for the related Accrual Period as determined pursuant to the Note Purchase Agreement (the “Fee Amount”), plus (iv) any Additional Amounts for the related Accrual Period as determined pursuant to the Note Purchase Agreement and plus (v) following the occurrence of a Servicer Default, Early Amortization

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Event or Event of Default, an amount equal to the product of the Note Principal, a fraction, the numerator of which is the actual number of days in the related Accrual Period and the denominator of which is 365 or 366, as applicable, and a rate equal to the difference between a rate equal to 2% per annum over the Base Rate (as defined in the Note Purchase Agreement) in effect for such period and the Note Rate in effect for such period (such sum being herein called the “Additional Interest”) shall also be payable by the Issuer. The “Deficiency Amount” for any Determination Date shall be equal to the excess, if any, of (x) the sum of the Monthly Interest and the Additional Interest as determined pursuant to the preceding sentence for the preceding Settlement Date, over (y) the amount actually paid in respect thereof on the preceding Settlement Date.

     SECTION 5.13 Drawing Funds from the Spread Maintenance Account. In the event that the Monthly Servicer Report with respect to any Determination Date shall state that the funds on deposit in the Series 2008-A Settlement Account with respect to such Determination Date will not be sufficient to make (on the related Settlement Date) payment on such Settlement Date of the Monthly Interest then due or to make (on the Legal Final Settlement Date) payment on such Settlement Date of the full outstanding principal balance of the Notes (the amount of such aggregate deficiency being a “Permitted Settlement Date Withdrawal”), then the Trustee shall draw on the Spread Maintenance Account and deposit into the Series 2008-A Settlement Account an amount equal to the lesser of (x) the Permitted Settlement Date Withdrawal and (y) the amount then on deposit in the Spread Maintenance Account; provided that any withdrawal for purposes of paying principal shall be in an amount equal to the lesser of (x) the then outstanding Note Principal and all accrued and unpaid Monthly Interest with respect thereto and (y) the Series 2008-A pro rata share of the amount then on deposit in the Spread Maintenance Account (calculated based on the outstanding Note Balance as a percentage of the outstanding principal balance of the Notes of all Series). Any such funds actually received by the Trustee shall be used solely to make payments of the Monthly Interest or the Note Principal, as the case may be.

     SECTION 5.14 Distribution from Series 2008-A Settlement Account. On each Settlement Date, the Trustee shall distribute funds then on deposit in the Series 2008-A Settlement Account in accordance with the provisions of either subsection (I) or (II) of this Section 5.14.

     (I) If neither an Early Amortization Event nor an Event of Default shall have occurred and be continuing with respect to any Series:

     (1) To each Series 2008-A Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the Series 2008-A Interest Payment for such Settlement Date;

     (2) To each Series 2008-A Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the Scheduled Principal Payment Amount then due and payable to Series 2008-A Noteholders on such Settlement Date;

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     (3) To each Series 2008-A Noteholder (as of the related Record Date), an amount equal to its pro rata portion (if any) of the Supplemental Principal Payment Amount then due and payable to Series 2008-A Noteholders on such Settlement Date;

     (4) To the Funding Agent, any Additional Interest and Fee Amounts then due for such Settlement Date; and

     (5) To each 2008-A Noteholder (as of the related Record Date) and each other Indemnified Party, pro rata, an amount equal to taxes, increased costs, Breakage Amounts, indemnities and other amounts then due and payable to Series 2008-A Noteholders and each Indemnified Party pursuant to the Note Purchase Agreement.

     (II) If an Early Amortization Event shall have occurred and be continuing with respect to any Series or an Event of Default shall have occurred and be continuing with respect to any Series:

     (1) To each Series 2008-A Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the Series 2008-A Interest Payment for such Settlement Date;

     (2) To each Series 2008-A Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the then outstanding Note Principal until the Note Principal has been reduced to zero;

     (3) To the Funding Agent, any Additional Interest and Fee Amounts then due for such Settlement Date; and

     (4) To each Series 2008-A Noteholder (as of the related Record Date) and each other Indemnified Party, pro rata, an amount equal to taxes, increased costs, Breakage Amounts, indemnities and other amounts then due and payable to Series 2008-A Noteholders and each other Indemnified Party pursuant to the Note Purchase Agreement.

     SECTION 5.15 Servicer’s Failure to Make a Deposit or Payment. If the Servicer fails to make, or give instructions to make, any payment, deposit or withdrawal required to be made or given by the Servicer at the time specified in the Base Indenture or this Series Supplement (including applicable grace periods), the Trustee shall make such payment, deposit or withdrawal from the applicable account in accordance with the written instructions provided by the Majority Noteholders.

     SECTION 9. Article 6 of the Base Indenture. Article 6 of the Base Indenture shall read in its entirety as follows and shall be applicable only to the Noteholders:

ARTICLE 6

DISTRIBUTIONS AND REPORTS

     SECTION 6.1 Distributions.

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     On each Settlement Date, the Trustee shall distribute (in accordance with the Monthly Servicer Report delivered by the Servicer on or before the related Series Transfer Date pursuant to Section 2.09(a) of the Servicing Agreement) to each Noteholder of record on the immediately preceding Record Date (other than as provided in Section 12.5 of the Base Indenture respecting a final distribution), such Noteholder’s pro rata share of the amounts on deposit in the Series 2008-A Settlement Account that are payable to the Noteholders pursuant to Section 5.14 by wire transfer to an account designated by such Noteholder at least five Business Days prior to such Settlement Date.

     SECTION 6.2 Monthly Noteholders’ Statement.

          (a) On or before each Settlement Date, the Trustee shall make available to each Noteholder and each Notice Person via the Trustee’s website a statement substantially in the form of Exhibit B hereto prepared by the Servicer and delivered to the Trustee on the preceding Determination Date and setting forth, among other things, the following information:

     (i) the total amount distributed to Noteholders;

     (ii) the amount of such distribution allocable to principal;

     (iii) the amount of such distribution allocable to Trustee Fees and Expenses, Custodian fees and expenses, Monthly Interest, Deficiency Amounts, Additional Interest and the Fee Amounts, respectively;

     (iv) the aggregate Outstanding Balance of Receivables which were Delinquent Receivables as of the end of the preceding Monthly Period;

     (v) the aggregate Outstanding Balance of Receivables which were Defaulted Receivables as of the end of the preceding Monthly Period;

     (vi) the Required Spread Maintenance Reserve Amount and the balance on deposit in the Spread Maintenance Account as of the end of the day on the Settlement Date;

     (vii) outstanding Note Balance, as of the end of the day on the Settlement Date;

     (viii) increases and decreases in the Notes during the related Settlement Period, and the average daily balance of the Notes for the related Settlement Period;

     (ix) the amount of the Servicing Fee for the related Settlement Period;

     (x) the Note Rate for the related Settlement Period; and

     (xi) if applicable, the date on which the Rapid Amortization Period commenced.

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          (b) Annual Noteholders’ Tax Statement. On or before January 31 of each calendar year, beginning with the calendar year 2009, the Paying Agent shall distribute to each Person who at any time during the preceding calendar year was a Noteholder, a statement prepared by the Servicer in accordance with Section 6.02 of the Servicing Agreement containing the information required to be contained in the regular monthly report to Series 2008-A Noteholders, as set forth in subclauses (i), (ii) and (iii) above, aggregated for such calendar year or the applicable portion thereof during which such Person was a Series 2008-A Noteholder, together with such other customary information (consistent with the treatment of the Notes as debt) as is customary on similar transactions to enable the Series 2008-A Noteholders to prepare their tax returns. Such obligations of the Paying Agent shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying Agent or another party pursuant to any requirements of the Code as from time to time in effect.

     SECTION 10. Series Early Amortization Events. The Rapid Amortization Commencement Date shall occur without any notice or other action on the part of any party hereto if:

          (a) an “Early Amortization Event” under the Base Indenture occurs; or

          (b) the Base Indenture is not amended on or prior to February 18, 2009 to revise the definition of Concentration Overage Amount to add a concentration limit that restricts the aggregate Receivable Balance of all Term Loans to an amount to be agreed upon between the Issuer and the Funding Agent, which amount shall be equal to or less than 40% (or its equivalent, as mutually agreed to by the Funding Agent and the Issuer) of the aggregate Receivable Balance of all Eligible Receivables.

     SECTION 11. [Reserved].

     SECTION 12. Redemption Provision.

          (a) The Issuer may redeem the Notes in full on the Commitment Termination Date through a refinancing. The Issuer shall give notice of its election to pay such Notes in accordance with the terms of the Base Indenture and the Note Purchase Agreement prior to such redemption.

          (b) The amount required to be deposited into the Series 2008-A Settlement Account in connection with any redemption in full shall be equal to the sum of (i) the Note Principal, plus (ii) accrued and unpaid the interest on the Notes through the Settlement Date on which the redemption occurs, plus (iii) any other amounts (including, without limitation, accrued and unpaid Fees) payable by the Issuer to the Series 2008-A Noteholders, the Indemnified Parties, the Trustee and the Custodian pursuant to the Note Purchase Agreement and the other Transaction Documents, less (iv) the amounts, if any, on deposit at such Settlement Date in the Series 2008-A Settlement Account for the payment of the foregoing amounts. Such deposit shall be made not later than 3:00 p.m. New York City time on the Redemption Date.

     SECTION 13. Amendments and Waiver. Any amendment, waiver or other modification to the Base Indenture or this Series Supplement shall be subject to the restrictions thereon, if applicable, in the Note Purchase Agreement.

14

     SECTION 14. Counterparts. This Series Supplement may be executed in any number of counterparts, and by different parties in separate counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

     SECTION 15. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH OF THE PARTIES TO THIS SERIES SUPPLEMENT AND EACH NOTEHOLDER HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HERETO AND EACH NOTEHOLDER HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

     SECTION 16. Waiver of Trial by Jury. To the extent permitted by applicable law, each of the parties hereto and each of the Noteholders irrevocably waives all right of trial by jury in any action, proceeding or counterclaim arising out of or in connection with this Series Supplement or the Transaction Documents or any matter arising hereunder or thereunder.

     SECTION 17. No Petition. The Trustee, by entering into this Series Supplement and each Series 2008-A Noteholder, by accepting a Note hereby covenant and agree that they will not prior to the date which is one year and one day after payment in full of the last maturing note of any Series and termination of the Base Indenture institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Base Indenture, this Series Supplement or the Transaction Documents. No obligation of the Issuer hereunder shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in the events that such obligations are not paid in accordance with the priority of payments set forth in Section 5.4(c) of the Base Indenture.

     SECTION 18. Rights of the Trustee. The rights, privileges and immunities afforded to the Trustee under the Base Indenture shall apply hereunder as if fully set forth herein.

     SECTION 19. Third-Party Beneficiaries. This Series Supplement will inure to the benefit of and be binding upon the parties hereto, the Custodian, the Secured Parties and their respective successors and permitted assigns. No other Person will have any right or obligations hereunder.

     SECTION 20. Tax Opinion. The parties agree that the Tax Opinion contemplated by Section 2.2(a)(v) of the Base Indenture shall not be required in connection with the issuance of the Series 2008-A Note hereunder.

15

          IN WITNESS WHEREOF, the parties hereto have caused this Series Supplement to be duly executed by their respective officers as of the day and year first above written.

COFINA FUNDING, LLC,
as Issuer

By:

Name:

Title:

[Signatures continue on the following page.]

Series 2008-A Supplement to Base Indenture

S-1

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:

Name:

Title:

Series 2008-A Supplement to Base Indenture

S-2

EXHIBIT A

FORM OF
SERIES 2008-A NOTE

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY (1) TO THE ISSUER, (2) TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) THAT PURCHASES FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION AND BASED ON AN OPINION OF COUNSEL IF THE ISSUER OR TRANSFER AGENT AND REGISTRAR SO REQUEST, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY TRANSFEREE FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

     EACH PERSON ACQUIRING OR HOLDING THIS NOTE SHALL BE DEEMED TO (1) REPRESENT AND WARRANT FOR THE BENEFIT OF THE ISSUER, THE SELLERS, THE SERVICER AND THE TRUSTEE THAT EITHER (A) IT IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA, A “PLAN” DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(D) OF THE CODE) SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS PURCHASE AND HOLDING OF THE NOTE WILL NOT, THROUGHOUT THE TERM OF HOLDING, CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN OR A NON-ELECTING CHURCH PLAN (AS DESCRIBED ABOVE), ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW) BY REASON OF THE APPLICATION OF ONE OR MORE STATUTORY OR ADMINISTRATIVE EXEMPTIONS FROM SUCH PROHIBITED TRANSACTION RULES OR OTHERWISE, AND (2) AGREE THAT IT SHALL NOT SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST THEREIN TO ANY OTHER PERSON WITHOUT ACQUIRING THE SAME REPRESENTATION AND

Series 2008-A Supplement to Base Indenture

A-1

WARRANTY FROM SUCH OTHER PERSON AND THE SAME OBLIGATION WITH RESPECT TO SALES OR OTHER TRANSFERS.

THE INDENTURE (AS DEFINED BELOW) CONTAINS FURTHER RESTRICTIONS ON THE TRANSFER AND RESALE OF THIS NOTE. EACH TRANSFEREE OF THIS NOTE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS NOTE, SUBJECT TO THE FOREGOING RESTRICTIONS ON TRANSFERABILITY. IN ADDITION, EACH TRANSFEREE OF THIS NOTE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE.

BY ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE AGREES TO THE TERMS AND CONDITIONS SET FORTH IN THE INDENTURE AND HEREIN.

Series 2008-A Supplement to Base Indenture

A-2

REGISTERED

No. 1 $100,000,000

SEE REVERSE FOR CERTAIN DEFINITIONS

          THE PRINCIPAL OF THIS NOTE MAY BE INCREASED AND DECREASED AS SPECIFIED IN THE SERIES 2008-A SUPPLEMENT AND IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

COFINA FUNDING, LLC

SERIES 2008-A COFINA VARIABLE FUNDING ASSET-BACKED NOTES

          COFINA FUNDING, LLC, a limited liability company organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as the Funding Agent for the Purchasers party to the Note Purchase Agreement, or registered assigns, the principal sum of ONE HUNDRED MILLION DOLLARS (U.S.$100,000,000), or if less is due in whole or in part, the unpaid principal amount of all outstanding amounts borrowed by the Issuer when due as shown on the reverse hereof or an attachment hereto and recorded in the Note Register by the Transfer Agent and Registrar, payable on each Settlement Date in the amounts and at the times specified in the Series 2008-A Supplement, dated as of November 21, 2008 (as amended, supplemented or otherwise modified from time to time, the “Series 2008-A Supplement”), between the Issuer and the Trustee to the Base Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Legal Final Settlement Date (as defined in the Series 2008-A Supplement). The Issuer will pay interest on this Note on each Settlement Date at the Note Rate (as defined in the Series 2008-A Supplement) until the principal of this Note is paid or made available for payment, on the average daily outstanding principal balance of this Note during the related Settlement Period (as defined in the Series 2008-A Supplement). Interest will be computed on the basis set forth in the Indenture. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

          The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

          Issuer hereby irrevocably authorizes the Funding Agent to enter on the reverse hereof or on an attachment hereto the date and amount of each borrowing and principal payment under and in accordance with the Indenture. Issuer agrees that this Note, upon each such entry being duly made, shall evidence the indebtedness of Issuer with the same force and effect as if set forth in a separate Note executed by Issuer; provided that such entry is recorded by the Transfer Agent and Registrar in the Note Register.

Series 2008-A Supplement to Base Indenture

A-3

          Reference is made to the further provisions of this Note set forth on the reverse hereof and to the Indenture, which shall have the same effect as though fully set forth on the face of this Note.

          Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

[Signatures follow.]

Series 2008-A Supplement to Base Indenture

A-4

          IN WITNESS WHEREOF, the Issuer, has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

COFINA FUNDING, LLC
By:
	Authorized Officer

[Certificate of Authentication follows.]

Series 2008-A Supplement to Base Indenture

A-5

CERTIFICATE OF AUTHENTICATION

          This is one of the Notes referred to in the within mentioned Series 2008-A Supplement.

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
By:
	Authorized Officer

Dated:                                         

Series 2008-A Supplement to Base Indenture

A-6

[REVERSE OF NOTE]

          This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Series 2008-A Cofina Variable Funding Asset-Backed Notes (herein called the “Notes”), all issued under the Series 2008-A Supplement to the Base Indenture dated as of November 21, 2008 (such Base Indenture, as supplemented by the Series 2008-A Supplement and supplements relating to other series of notes, as supplemented or amended, is herein called the “Indenture”), between the Issuer and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

          The Note is one of a Series of Notes which are and will be equally and ratably secured by the collateral pledged as security therefor as and to the extent provided in the Indenture.

          Principal of the Notes will be payable on each Settlement Date as set forth in the Indenture.

          All principal payments on the Notes shall be made pro rata to the Noteholders entitled thereto.

          Subject to certain limitations set forth in the Indenture, payments of interest on this Note due and payable on each Settlement Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by wire transfer in immediately available funds to the Person whose name appears as the Holder of this Note on the Note Register as of the close of business on each Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note effected by any payments made on any Settlement Date or date of prepayment shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.

          As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by the Holder hereof or its attorney, duly authorized in writing, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Series 2008-A Supplement to Base Indenture

A-7

          Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not prior to the date which is one year and one day after the payment in full of the last maturing note of any Series and the termination of the Indenture institute against the Issuer or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any United Stated Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Transaction Documents.

          Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will treat such Note as indebtedness for all Federal, state and local income and franchise tax purposes.

          Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Trustee or any such agent shall be affected by notice to the contrary.

          The Indenture permits the amendments thereof and modifications of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture and waivers of compliance by the Issuer with provisions of the Indenture as provided in the Indenture. Any such amendment, modification or waiver shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

          As provided in the Indenture, no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under the Indenture, including this Note, against any Seller, the Servicer, the Trustee or any partner, owner, incorporator, beneficiary, beneficial owner, agent, officer, director, employee, shareholder or agent of the Issuer, any Seller, the Servicer or the Trustee except as any such Person may have expressly agreed.

          The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

          The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Holders of Notes under the Indenture.

          The Notes are issuable only in registered form as provided in the Indenture in denominations as provided in the Indenture, subject to certain limitations therein set forth.

          This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

          No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note.

Series 2008-A Supplement to Base Indenture

A-8

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                             

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                     , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	1
	Signature Guaranteed:

¹ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

Series 2008-A Supplement to Base Indenture

A-9

          The following are borrowings and payments made under this Note of the Issuer:

Loan	Amount	Date	Amount Paid
Date	Borrowed	Prin. Paid	Principal	Interest

Series 2008-A Supplement to Base Indenture

A-10

EXHIBIT B

FORM OF MONTHLY NOTEHOLDERS’ STATEMENT

Series 2008-A Supplement to Base Indenture

B-1

EXHIBIT C

FORM OF TRANSFER CERTIFICATE

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF DEFINITIVE SECURITIES

To: U.S. Bank National Association, as Trustee
60 Livingston Avenue
St. Paul, MN 55107

Re: Cofina Funding, LLC — Cofina Variable Funding Asset-Backed Notes

          This Certificate relates to $                     principal amount of Series 2008-A Cofina Variable Funding Asset-Backed Notes held in definitive form by                                          (the “Transferor”) issued pursuant to the Base Indenture dated as of August 10, 2005 between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee, as supplemented by the Series 2008-A Supplement dated as of November 21, 2008 (the “Series Supplement”) (as amended, supplemented or otherwise modified from time to time, the “Indenture”). Capitalized terms used herein and not otherwise defined, shall have the meanings given thereto in the Indenture.

          The Transferor (i) has requested the Trustee by written order to exchange or register the transfer of a Note or Notes and (ii) has reviewed the transfer restrictions set forth in Section 7(c) of the Series Supplement and hereby makes the acknowledgments, representations and agreements set forth in Section 7(c)(ii) of the Series Supplement.

          In connection with such request and in respect of each such Note, the Transferor does hereby certify as follows:

          o Such Note is being transferred to a qualified institutional buyer (for its own account and not for the account of others) or to a fiduciary or agent for the account of a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A.

          o Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A and in compliance with other applicable state and federal securities laws and, if requested by the Issuer or the Transfer Agent and Registrar, an opinion of counsel is being furnished simultaneously with the delivery of this Certificate as required under Section 7(c)(i) of the Series Supplement.

[INSERT NAME OF TRANSFEROR]

By:

Name:

Title:

Date:

Series 2008-A Supplement to Base Indenture

C-1

SCHEDULE I

Scheduled Targeted Principal Balance

Settlement Date	Percentage of Notes Remaining Outstanding
month 1-12		91	%
month 13-24		21	%
month 25-36		13	%
month 37-48		5	%
month 49 and thereafter		0	%

Series 2008-A Supplement to Base Indenture

TABLE OF CONTENTS

		Page
PRELIMINARY STATEMENT			1
SECTION 1.	Designation		1
SECTION 2.	Definitions		1
SECTION 3.	Article 3 of the Base Indenture		4
SECTION 4.	Principal Payments on the Notes		6
SECTION 5.	Cleanup Call		6
SECTION 6.	Delivery and Payment for the Notes		7
SECTION 7.	Form of Delivery of the Notes; Denominations; Transfer Restrictions		7
SECTION 8.	Article 5 of Base Indenture		10
SECTION 9.	Article 6 of the Base Indenture		12
SECTION 10.	Series Early Amortization Events		14
SECTION 11.	[Reserved]		14
SECTION 12.	Redemption Provision		14
SECTION 13.	Amendments and Waiver		14
SECTION 14.	Counterparts		15
SECTION 15.	Governing Law		15
SECTION 16.	Waiver of Trial by Jury		15
SECTION 17.	No Petition		15
SECTION 18.	Rights of the Trustee		15
SECTION 19.	Third-Party Beneficiaries		15
SECTION 20.	Tax Opinion		15

EXHIBIT A	Form of Note
EXHIBIT B	Form of Monthly Noteholders’ Statement
EXHIBIT C	Form of Transfer Certificate

SCHEDULE I Scheduled Targeted Principal Balance

-i-

EX-10.26

EXECUTION VERSION

NOTE PURCHASE AGREEMENT

among

COFINA FUNDING, LLC,
as Issuer,

VICTORY RECEIVABLES CORPORATION,
as the Conduit Purchaser,

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,
as Funding Agent for the Purchasers,

and

THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO,
as Committed Purchasers

dated as of November 21, 2008

     NOTE PURCHASE AGREEMENT (“Note Purchase Agreement”) dated as of November 21, 2008, among COFINA FUNDING, LLC (the “Issuer”), VICTORY RECEIVABLES CORPORATION (the “Conduit Purchaser”), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Funding Agent (the “Funding Agent”) and the Committed Purchasers from time to time party hereto.

     The parties hereto agree as follows:

RECITALS

     WHEREAS, the Issuer will issue the variable funding notes pursuant to a Base Indenture, dated as of August 10, 2005 (as amended, supplemented or otherwise modified from time to time, the “Base Indenture”), between the Issuer and U.S. Bank National Association, as trustee (in such capacity, together with its successors and assigns in such capacity, the “Trustee”), as supplemented by the Series 2008-A Supplement, dated as of the date hereof, between the Issuer and the Trustee (as amended, supplemented or otherwise modified from time to time, the “Series Supplement,” and together with the Base Indenture, the “Indenture”); and

     WHEREAS, the Conduit Purchaser desires to acquire such variable funding notes and to make advances from time to time hereunder in its discretion, and the Committed Purchasers desire to acquire the variable funding notes and make advances from time to time hereunder.

     NOW, THEREFORE, for full and fair consideration, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.01 Certain Defined Terms. Capitalized terms used herein without definition shall have the meanings set forth in the Indenture. Additionally, the following terms shall have the following meanings:

          “Accrual Period” has the meaning specified in the Series Supplement.

          “Additional Amounts” means all amounts owed by the Issuer pursuant to Section 2.11 and Article VIII, plus Breakage Amounts.

          “Affected Party” has the meaning specified in Section 8.02.

          “Aggregate Purchaser Funded Amount” means, on any date of determination, an amount equal to (a) the Initial Purchase Price, plus (b) the aggregate amount of all Increases made prior to such date of determination, minus (c) the aggregate amount of principal payments in respect of the VFN made to and received by or on behalf of the Purchasers prior to such date.

          “Allocated Commercial Paper” means Commercial Paper issued by the Conduit Purchaser that is identified in the records of its program administrator as funding a particular Funding Tranche during a particular Fixed Period with respect to such Funding Tranche.

          “Applicable Margin” shall have the meaning specified in the Fee Letter.

          “Asset Purchase Agreement” shall mean the asset purchase agreement, liquidity asset purchase agreement, or other similar agreement pursuant to which any bank or group of banks or financial institutions agrees to purchase or make loans secured by (or otherwise advance funds against) all or any portion of the Conduit Purchaser’s interest in the VFN in order to support the Conduit Purchaser’s repayment of the Commercial Paper issued to fund or maintain such interest.

          “Assignment and Acceptance” means an assignment and acceptance agreement entered into by a Purchaser, a permitted assignee thereof and the Funding Agent pursuant to which such assignee may become a party to this Note Purchase Agreement.

          “Base Rate” shall mean, with respect to any Funding Tranche funded or maintained by any Purchaser other than by reference to the LIBOR Rate or through the issuance of Commercial Paper, a rate per annum equal to the sum of (x) the greater of (i) the prime rate of interest announced by the Funding Agent from time to time, changing when and as said prime rate changes (such rate not necessarily being the lowest or best rate charged by the Funding Agent) and (ii) the rate equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Funding Agent from three (3) federal funds brokers of recognized standing selected by it and (y) the Applicable Margin.

          “Blended Rate” shall mean, with respect to any Funding Tranche funded or maintained through the issuance of Commercial Paper, the rate equivalent to the sum of (a) the weighted average of (i) the weighted average of the discount rates on all of the Commercial Paper issued at a discount and outstanding during the related Fixed Period, converted to an annual yield-equivalent rate on the basis of a 360-day year, which rates shall include dealer fees and commissions and (ii) the weighted average of the annual interest rates payable on all interest-bearing Commercial Paper outstanding during the related Fixed Period, on the basis of a 360-day year, which rates shall include dealer fees and commissions, (b) certain documentation and transaction costs associated with the issuance of such Commercial Paper and (c) any other incremental carrying costs incurred with respect to the issuance of such Commercial Paper; provided, that to the extent that the VFN (or any portion thereof) is funded by a specific issuance of Commercial Paper, clause (a) above shall equal the rate or weighted average of the rates applicable to such issuance.

          “Breakage Amount” has the meaning specified in Section 2.08.

          “Closing” has the meaning specified in Section 3.01.

          “Closing Date” has the meaning specified in Section 3.01.

2

          “Cofina Entity” means the Issuer, any Seller, the Servicer and any other Person party to the Transaction Documents that is an Affiliate of the Issuer, any Seller or Cofina Financial, LLC.

          “Commercial Paper” shall mean the short-term promissory notes of the Conduit Purchaser issued by the Conduit Purchaser in the United States commercial paper market.

          “Committed Purchasers” means The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, and each of its assigns (with respect to its commitment to make Increases) that shall become a party to this Note Purchase Agreement pursuant to Section 10.04.

          “Commitment” means, with respect to any Committed Purchaser, an amount equal to such Purchaser’s Purchaser Percentage multiplied by the Maximum Funded Amount.

          “Conduit Assignee” shall mean any special-purpose vehicle issuing indebtedness in the commercial paper market sponsored by The Bank of Tokyo-Mitsubishi UFJ, Ltd.

          “Conduit Purchaser” means Victory Receivables Corporation and each of its permitted assigns that is a Conduit Assignee.

          “CP Rate” means, for any Fixed Period for any Funding Tranche, to the extent the Conduit Purchaser funds such Funding Tranche for such Fixed Period by issuing Commercial Paper, either the Match-Funding Rate or the Blended Rate, as determined by the program administrator of the applicable Conduit Purchaser in its sole discretion plus the Applicable Margin.

          “Eurodollar Rate” shall mean, with respect to any Funding Tranche funded or maintained by any Purchaser (or by any liquidity or credit support provider of the Conduit Purchaser), by reference to the LIBOR Rate, the Applicable Margin plus a rate per annum equal to the sum (rounded upwards, if necessary, to the next higher 1/100 of 1%) of (i) the rate obtained by dividing (A) the applicable LIBOR Rate by (B) a percentage equal to 100% minus the reserve percentage used for determining the maximum reserve requirement as specified in Regulation D (including, without limitation, any marginal, emergency, supplemental, special or other reserves) that is applicable to the Funding Agent during the related Fixed Period in respect of eurocurrency or eurodollar funding, lending or liabilities (or, if more than one percentage shall be so applicable, the daily average of such percentage for those days in such Fixed Period during which any such percentage shall be applicable) plus (ii) the then daily net annual assessment rate (rounded upwards, if necessary, to the nearest 1/100 of 1%) as estimated by the Funding Agent for determining the current annual assessment payable by the Funding Agent to the Federal Deposit Insurance Corporation in respect of eurocurrency or eurodollar funding, lending or liabilities.

          “Federal Bankruptcy Code” means the bankruptcy code of the United States of America codified in Title 11 of the United States Code.

          “Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

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          “Fee Letter” means the letter or letters dated as of the Closing Date between the Issuer and the Funding Agent setting forth certain fees payable by the Issuer in connection with the purchase of the VFN by the Funding Agent for the benefit of the Purchasers.

          “Fixed Period” means, (i) with respect to a new Funding Tranche, a period beginning on and including the date of funding and ending on and excluding the immediately succeeding Settlement Date (or such other date requested by the Issuer (or the Servicer on its behalf) and agreed to by the applicable Purchaser) and (ii) with respect to any existing Funding Tranche to the extent not paid in full on a given Settlement Date, a period beginning on and including such Settlement Date and ending on and excluding the immediately succeeding Settlement Date (or such other date requested by the Issuer (or the Servicer on its behalf) and agreed to by the applicable Purchaser); provided, that

     (i) any Fixed Period with respect to any Funding Tranche not funded by the issuance of Commercial Paper which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; provided, however, if interest in respect of such Fixed Period is computed by reference to the Eurodollar Rate, and such Fixed Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Fixed Period shall end on the next preceding Business Day;

     (ii) any Fixed Period with respect to any Funding Tranche not funded by the issuance of Commercial Paper will not be for a term of more than 31 days; and

     (iii) any Fixed Period in respect of which interest is computed by reference to the CP Rate may be terminated at the election of, and upon notice thereof to the Issuer by, the Conduit Purchaser (or its program administrator on its behalf) at any time, in which case the Funding Tranche allocated to such terminated Fixed Period shall be allocated to a new Fixed Period and shall accrue interest at the Base Rate.

          “Funding Agent” means The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, in its capacity as Funding Agent for the Purchasers.

          “Funding Tranche” means one or more portions of the Aggregate Purchaser Funded Amount used to fund or maintain the VFN that accrue interest by reference to different interest rates.

          “Governmental Actions” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Official Body required under any Governmental Rules.

          “Governmental Rules” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions of any Official Body and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Official Body.

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          “Increase” shall have the meaning assigned to such term in the Series Supplement.

          “Increase Amount” means the amount requested by the Issuer to be funded by the Purchasers on an Increase Date.

          “Increase Date” means the date on which an Increase occurs.

          “Indemnified Party” means any Purchaser, each entity providing credit or liquidity support to any Purchaser in connection with the VFN, the Funding Agent or any of their officers, directors, employees, agents, representatives, assignees or Affiliates.

          “Initial Purchase Price” has the meaning specified in Section 2.02.

          “Issuer Indemnified Amounts” has the meaning specified in Section 8.01(a).

          “LIBOR Rate” shall mean, with respect to any Funding Tranche, the rate at which deposits in dollars are offered to the Funding Agent, in the London interbank market at approximately 11:00 A.M. (London time) two (2) Business Days before the first day of the related Fixed Period in an amount approximately equal to the applicable Funding Tranche to which the Eurodollar Rate is to apply and for a period of time approximately equal to the applicable Fixed Period, as determined by the Funding Agent in its reasonable discretion.

          “Liquidity Purchasers” means each of the purchasers party to the Asset Purchase Agreement.

          “Match-Funding Rate” means, with respect to a Funding Tranche and a Fixed Period, the per annum rate equal to the “weighted average of the rates” (as defined below) related to the issuance of the Allocated Commercial Paper for such Funding Tranche. If such rate is a discount rate, the Match-Funding Rate shall be the rate resulting from converting such discount rate to an interest bearing equivalent rate. As used in this definition, the “weighted average of the rates” shall consist of (w) the actual interest rate (or discount) paid to purchasers of the Conduit Purchaser’s Commercial Paper, together with the commissions of placement agents and dealers in respect of such Commercial Paper, (x) certain documentation and transaction costs associated with the issuance of such Commercial Paper, (y) any incremental carrying costs incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by the Conduit Purchaser minus any income (net of such carrying costs) received from temporary reinvestment of funds received in respect of Funding Tranches funded with Allocated Commercial Paper pending their application to obligations of a Purchaser, and (z) the costs of other borrowings by the Conduit Purchaser, including borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market.

          “Maximum Funded Amount” means $100,000,000.

          “Notice of Increase” means a written notice of an Increase in the form of Exhibit A.

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          “Purchase Expiration Date” means the date which is 364 days from the date of this Note Purchase Agreement (as such date may be extended from time to time pursuant to Section 2.04).

          “Purchaser Percentage” of any Committed Purchaser means (a) the percentage set forth on the signature page to this Note Purchase Agreement as changed by each Assignment and Acceptance entered into with an assignor or assignee, as the case may be, or (b) with respect to a Committed Purchaser that has entered into an Assignment and Acceptance, the percentage set forth therein as such Purchaser’s Purchaser Percentage, or such percentage as changed by each Assignment and Acceptance entered into between such Committed Purchaser and an assignor or assignee.

          “Purchasers” means the Conduit Purchaser and the Committed Purchasers.

          “Reduction” has the meaning specified in Section 2.05.

          “Required VFN Series Holders” means each “Conduit Purchaser” and each “Committed Purchaser” under all VFN Series whose aggregate commitment amounts under each such series equals at least 66²/₃% of the aggregate of the commitment amounts under all of the VFN Series.

          “Transfer Supplement” has the meaning specified in Section 10.04(b).

          “Unexpired Co-Purchase Facility” means a group of Unexpired Series composed of all Unexpired Series with respect to which the “Funding Agent” under (and as defined in) each of such Unexpired Series is the same financial institution.

          “Unexpired Series” means a Series with respect to which the “Purchase Expiration Date” under (and as defined in) such Series has not occurred.

          “Unexpired Series Aggregate Funded Amount” means the aggregate of the “Aggregate Purchaser Funded Amounts” under (and as defined in) all Unexpired Series.

          “Unexpired Series True-Up” has the meaning specified in Section 2.03(f).

          “Variable Noteholders” means each holder of a variable funding note relating to any VFN Series issued from time to time pursuant to the terms of the Indenture.

          “VFN” means the Cofina Variable Funding Asset-Backed Note Series 2008-A in the maximum aggregate principal amount of $100,000,000 to be issued by the Issuer pursuant to the Indenture in the name of the Funding Agent on behalf of the Purchasers.

          “VFN Financing Costs” or “Series 2008-A Financing Costs” means, with respect to any Accrual Period, the VFN Interest Component for such Accrual Period.

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          “VFN Interest Component” means, with respect to any Accrual Period, the result obtained by multiplying:

     (x) the weighted average of the rates applicable to all Funding Tranches outstanding during all or part of such Accrual Period (determined as of each day in such Accrual Period but estimated by the Funding Agent for the period from the Determination Date related to the applicable Settlement Date through such Settlement Date, with any adjustments to be made with respect to the VFN Interest Component for the next Accrual Period), each such rate being (a) to the extent the Conduit Purchaser is funding such Funding Tranche during such period through the issuance of Commercial Paper, the CP Rate, and (b) to the extent any Purchaser is not funding such Funding Tranche during such period through the issuance of Commercial Paper, a rate per annum (expressed as a percentage and an interest yield equivalent and calculated on the basis of a 360-day year and the actual days elapsed) equal to the Eurodollar Rate or Base Rate, as applicable with respect to such Funding Tranche (as determined in the sole discretion of the Funding Agent); provided, however, that interest for any Funding Tranche shall not be considered paid by any distribution to the extent that all or a portion of such distribution is rescinded or must otherwise be returned for any reason; times

     (y) the average daily Aggregate Purchaser Funded Amount for such Accrual Period; times

     (z) a fraction, the numerator of which is the number of days in such Accrual Period and the denominator of which is 360 (or, if such VFN Interest Component is calculated by reference to the Base Rate, 365 or 366, as applicable).

          SECTION 1.02 Other Definitional Provisions. (a) Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture. All terms defined in this Note Purchase Agreement shall have the meanings given herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

          (b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.01, and accounting terms partially defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control.

          (c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Note Purchase Agreement shall refer to this Note Purchase Agreement as a whole and not to any particular provision of this Note Purchase Agreement; and Section, subsection, Schedule and Exhibit references contained in this Note Purchase Agreement are references to Sections, subsections, the Schedules and Exhibits in or to this Note Purchase Agreement unless otherwise specified.

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ARTICLE II

PURCHASE AND SALE

          SECTION 2.01 Purchase and Sale of the VFN. On the terms and subject to the conditions set forth in this Note Purchase Agreement, and in reliance on the covenants, representations, warranties and agreements herein set forth, the Issuer hereby offers to sell to the Funding Agent, on behalf of the Purchasers, and the Funding Agent (i) may on behalf of the Conduit Purchaser or (ii) if the Conduit Purchaser elects not to make the purchase thereof at such time, shall, on behalf of the Committed Purchasers, purchase at the Closing the VFN in an initial outstanding principal amount equal to the Initial Note Principal.

          SECTION 2.02 Initial Purchase Price. The VFN is to be purchased at a price (the “Initial Purchase Price”) equal to 100% of the Initial Note Principal.

          SECTION 2.03 Increases. (a) Subject to the terms and conditions of this Note Purchase Agreement and the Series Supplement, from time to time prior to the Purchase Expiration Date but no more frequently than once per week, upon receipt by the Trustee and the Funding Agent of a Notice of Increase, (i) the Funding Agent, on behalf of the Conduit Purchaser, and in the sole and absolute discretion of the Conduit Purchaser, may make Increases and (ii) if the Conduit Purchaser elects not to make an Increase, each Committed Purchaser severally agrees to fund its respective Purchaser Percentages of such Increase; provided, however, that no Committed Purchaser shall be required to fund a portion of any Increase if, after giving effect thereto, the portion of the Aggregate Purchaser Funded Amount funded by such Committed Purchaser hereunder plus the aggregate amount funded by such Committed Purchaser as a Liquidity Purchaser under the Asset Purchase Agreement would exceed its Purchaser Percentage times the Maximum Funded Amount.

          (b) Each Increase hereunder shall be subject to the further conditions precedent that:

     (i) The Funding Agent and the applicable Notice Persons shall have received copies of the Monthly Noteholders’ Statement most recently required to have been delivered under the Indenture;

     (ii) Each of the representations and warranties of each Cofina Entity made in the Transaction Documents to which it is a party shall be true and correct in all material respects as of the applicable Increase Date (except to the extent they expressly relate to an earlier or later time);

     (iii) Each Cofina Entity shall be in compliance in all material respects with all of its respective covenants contained in the Transaction Documents to which it is a party;

     (iv) No Early Amortization Event, Potential Early Amortization Event, Default, Event of Default or Servicer Default shall have occurred and be continuing;

     (v) The Purchase Expiration Date shall not have occurred;

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     (vi) After giving effect to such Increase, no Borrowing Base Deficiency shall exist;

     (vii) The Funding Agent and the applicable Notice Persons shall have received a completed Notice of Increase with respect to such proposed Increase, not later than 2:00 p.m. (New York time) on the date which is two (2) Business Days prior to the proposed date of such Increase; and

     (viii) On or before December 31, 2008, the Funding Agent shall have received a favorable opinion from counsel to the Seller(s), the Servicer and the Issuer reasonably satisfactory in form and substance to the Funding Agent and its counsel, as to UCC matters with respect to the Perfection Representations.

          (c) Each Increase of the VFN shall be requested in an aggregate principal amount of $250,000 and integral multiples of $1,000 in excess thereof; provided, that an Increase may be requested in the entire remaining Maximum Funded Amount.

          (d) The purchase price of each Increase shall be equal to 100% of the Increase Amount, and shall be paid not later than 3:00 p.m. New York City time on the Increase Date by wire transfer of immediately available funds to such account as may from time to time be specified by the Issuer in a notice to the Funding Agent and the applicable Notice Persons.

          (e) All conditions set forth in Section 3.1(b) of the Series Supplement, to the extent applicable, shall have been satisfied at such time.

          (f) Each “Increase” under (and as defined in) an Unexpired Series (including each Increase hereunder) shall be followed, on a weekly basis, by one or more “Increases” under (and as defined in) such other Unexpired Series and in such amounts as are necessary to cause the Unexpired Series Aggregate Funded Amount to be ratably allocated among all Unexpired Co-Purchase Facilities according to the aggregate of the “Maximum Funded Amounts” under (and as defined in) their respective Unexpired Series (each such weekly “Increase”, an “Unexpired Series True-Up”). For the avoidance of doubt, the foregoing shall not be deemed to require that Unexpired Series True-Ups be ratably allocated among the Unexpired Series included in each Unexpired Co-Purchase Facility.

          SECTION 2.04 Extension of Purchase Expiration Date. The Issuer may advise the Funding Agent in writing of its desire to extend the Purchase Expiration Date for an additional 364 days; provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Purchase Expiration Date. The Funding Agent shall notify the Issuer in writing, within 30 days after its receipt of such request by the Issuer, whether the Purchasers or any of them intend to agree to such extension (it being understood that (i) such notification of intent shall neither constitute an express nor an implicit agreement by any Purchaser to extend the then current Purchase Expiration Date and (ii) the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect and, if the Purchasers so agree, the Issuer, the Funding Agent and the Purchasers shall enter into such documents as the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers and the Funding Agent in

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connection therewith (including reasonable attorneys’ fees and expenses) shall be paid by the Issuer); it being understood that the failure of the Funding Agent to so notify the Issuer as set forth above shall not be deemed to be a consent to such request for extension.

          SECTION 2.05 Reduction of Maximum Funded Amount. On any Settlement Date prior to the Rapid Amortization Commencement Date, upon the written request of the Issuer, the Maximum Funded Amount may be permanently reduced (a “Reduction”) by the Issuer; provided that the Issuer shall have given the Funding Agent irrevocable written notice (effective upon receipt) of the amount of such Reduction prior to 10:00 a.m., New York time on a Business Day that is at least thirty (30) days prior to such Reduction; provided, further, that any such Reduction shall be in an amount equal to $10,000,000, or integral multiples of $5,000,000 in excess thereof; and provided, further, that no Reduction may cause the Maximum Funded Amount to be lower than $50,000,000.

          SECTION 2.05 Calculation of Monthly Interest. (a) On the Business Day prior to each Determination Date, the Funding Agent shall calculate (with respect to the CP Rate, based solely on such information provided by the Conduit Purchaser or its program administrator), for the applicable Accrual Period, the aggregate Monthly Interest for each Funding Tranche.

          (b) The Issuer agrees to pay, and the Issuer agrees to instruct the Servicer and the Trustee to pay, all amounts payable by it with respect to the VFN, this Note Purchase Agreement and the Series Supplement (including, without limitation, VFN Financing Costs determined pursuant to Section 5.12 of the Series Supplement) to the account designated by the applicable Purchaser. All such amounts shall be paid no later than 12:00 noon, New York City time, on the day when due as determined in accordance with this Note Purchase Agreement, the Indenture and the other Transaction Documents, in Dollars in immediately available funds.

          SECTION 2.06 Benefits of Indenture. The Issuer hereby acknowledges and confirms that each representation, warranty, covenant and agreement made pursuant to the Indenture by the Issuer to the Trustee is (unless such representation, warranty, covenant or agreement specifically states otherwise) also made herein for the benefit and security of the Purchasers and the Funding Agent.

          SECTION 2.07 Broken Funding. In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue or prepay any Funding Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser shall be deemed to include an amount (the “Breakage Amount”) determined by such Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Funding Tranche had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period

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that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche for such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 and setting forth any amount or amounts that such Purchaser is entitled to receive pursuant to this Section 2.08 and the reasons therefor shall be delivered to the Issuer by the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three (3) Business Days after receipt of notice thereof.

          SECTION 2.08 Illegality. Notwithstanding anything in this Note Purchase Agreement or any other Transaction Document to the contrary, if, after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law), shall make it unlawful for any Purchaser (or its liquidity and credit support providers, if applicable) to acquire or maintain a Funding Tranche by reference to the Eurodollar Rate as contemplated by this Note Purchase Agreement (or the applicable Asset Purchase Agreement), (i) the Funding Agent on behalf of such Purchaser (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) shall, within forty-five (45) days after receiving actual knowledge thereof, deliver a certificate to the Issuer (with a copy to the applicable Funding Agent) setting forth the basis for such illegality, which certificate shall be conclusive absent manifest error, and (ii) such Purchaser’s portion of any Funding Tranche maintained by reference to the Eurodollar Rate then outstanding shall be converted automatically to a Funding Tranche maintained by reference to the Base Rate.

          SECTION 2.09 Inability to Determine Eurodollar Rate. If, prior to the first day of any Fixed Period relating to any Funding Tranche maintained by reference to the Eurodollar Rate:

     (1) the Funding Agent shall have determined (which determination in the absence of manifest error shall be conclusive and binding upon the Issuer) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Fixed Period; or

     (2) the Funding Agent shall have received notice from one or more Purchasers (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) that the Eurodollar Rate determined or to be determined for such Fixed Period will not adequately and fairly reflect the cost to such Purchasers (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) (as conclusively certified by such Person) of purchasing or maintaining their affected portions of such Funding Tranches during such Fixed Period;

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then, in either such event, the Funding Agent shall give telecopy or telephonic notice thereof (confirmed in writing) to the Issuer as soon as practicable (but, in any event, within thirty (30) days after such determination or notice, as applicable) thereafter. Until such notice has been withdrawn by the Funding Agent, no further Funding Tranches shall be funded or maintained at the Eurodollar Rate. The Funding Agent agrees to withdraw any such notice as soon as reasonably practicable after the Funding Agent is notified of a change in circumstances which makes such notice inapplicable.

          SECTION 2.10 Fees. The Issuer shall pay to the Funding Agent for the benefit of the applicable Purchasers as and when due and in accordance with the provisions for payment set forth in Article 5 of the Series Supplement, each of the fees specified in the Fee Letter.

ARTICLE III

CLOSING

          SECTION 3.01 Closing. The closing (the “Closing”) of the purchase and sale of the VFN shall take place on or about 10:00 a.m. on November 21, 2008, or if the conditions to closing set forth in Article IV of this Note Purchase Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein as the “Closing Date”).

          SECTION 3.02 Transactions to be Effected at the Closing. At the Closing (a) the Funding Agent will (to the extent received from the Purchasers) deliver to the Issuer funds in an amount equal to the Initial Purchase Price by wire transfer of immediately available funds to a bank account designated by the Issuer to the Funding Agent at least two (2) Business Days prior to the Closing Date; and (b) the Issuer shall deliver the VFN to the Funding Agent in satisfaction of the Issuer’s obligation to the Funding Agent hereunder.

ARTICLE IV

CONDITIONS PRECEDENT TO
PURCHASE ON THE CLOSING DATE

          The purchase by the Funding Agent on behalf of the Purchasers of the VFN is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived by the Funding Agent in its sole discretion):

          SECTION 4.01 Performance by Cofina Entities. All the terms, covenants, agreements and conditions of the Transaction Documents to which each Cofina Entity is a party to be complied with and performed by the Cofina Entities at or before the Closing shall have been complied with and performed in all material respects.

          SECTION 4.02 Representations and Warranties. Each of the representations and warranties of each Cofina Entity made in the Transaction Documents to which it is a party shall be true and correct in all material respects as of the time of the Closing (except to the extent they expressly relate to an earlier or later time).

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          SECTION 4.03 Corporate Documents. The Funding Agent shall have received copies of the (i) certificate of incorporation or certificate of formation, as applicable, good standing certificate and by-laws or limited liability company agreement, as applicable, of each Cofina Entity, (ii) board of directors resolutions or resolutions of the managing member, as applicable, of each Cofina Entity with respect to the Transaction Documents to which it is a party, and (iii) incumbency certificate of each Cofina Entity, each certified by appropriate corporate or limited liability company authorities, as applicable.

          SECTION 4.04 Opinions of Counsel. The Funding Agent shall have received favorable opinions from counsel to the Seller(s), the Servicer and the Issuer dated as of the Closing Date and reasonably satisfactory in form and substance to the Funding Agent and its counsel, as to such matters as the Funding Agent and its counsel may reasonably request.

          SECTION 4.05 Reports. The Funding Agent shall have received a copy of the most recent Monthly Servicer Report prior to Closing.

          SECTION 4.06 Financing Statements. The Funding Agent shall have received evidence satisfactory to it of the completion of all recordings, registrations, notices and filings as may be necessary or, in the opinion of the Funding Agent, desirable to perfect or evidence the sale and assignment by each Seller to the Issuer of their respective ownership interests in the Receivables, Related Security and other collateral in the Trust Estate and the proceeds thereof and the security interest granted to the Trustee for the benefit of the Secured Parties pursuant to the granting clauses of the Indenture:

          SECTION 4.07 Documents. The Funding Agent shall have received a duly executed counterpart of each of the Transaction Documents and each and every document or certification delivered by any party in connection with any of such agreements, and each such document shall be in full force and effect.

          SECTION 4.08 VFN. The Funding Agent shall have received an executed VFN being purchased by the Purchasers, registered in the name of the Funding Agent, as agent for the Purchasers.

          SECTION 4.09 No Actions or Proceedings. No action, suit, proceeding or investigation by or before any Official Body shall have been instituted to restrain or prohibit the consummation of, or to invalidate, the transactions contemplated by the Transaction Documents and the documents related thereto in any material respect.

          SECTION 4.10 Approvals and Consents. All Governmental Actions of all Official Bodies required with respect to the transactions contemplated by the Transaction Documents and the other documents related thereto shall have been obtained or made.

          SECTION 4.11 Officer’s Certificates. The Funding Agent shall have received a certificate of a Responsible Officer from each Cofina Entity (each, an “Officer’s Certificate”) in form and substance reasonably satisfactory to the Funding Agent and its counsel, dated as of the Closing Date, certifying as to the satisfaction of the conditions set forth in Sections 4.01 and 4.02 with respect to such Cofina Entity.

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          SECTION 4.12 Accounts. The Funding Agent shall have received evidence that the Collection Account, Series 2008-A Settlement Account and the Spread Maintenance Account have been established in accordance with the terms of the Indenture.

          SECTION 4.13 Expenses. Costs and expenses of the Funding Agent and the Purchasers accrued and payable under Section 8.04, including all accrued attorneys’ fees and expenses shall have been paid.

          SECTION 4.14 Liens. The Funding Agent shall have received UCC search reports showing that no Liens exist on the Receivables, Related Security or any other assets or collateral in the Trust Estate, other than (i) Liens in favor of (or appropriately assigned to) the Trustee, (ii) Permitted Encumbrances, and (iii) Liens for which releases or acceptable assignments or other amendments have been delivered to the Trustee.

          SECTION 4.15 Other Documents. The Cofina Entities shall have furnished to the Funding Agent such other information, certificates and documents as the Funding Agent may reasonably request.

          SECTION 4.16 Payment of Fees. The fees due on the Closing Date (as specified in the Fee Letter) shall have been paid.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

          SECTION 5.01 Representations and Warranties of the Issuer. The representations and warranties made by the Issuer in the other Transaction Documents are hereby remade by the Issuer on each date to which they are made in such Transaction Documents as if such representations and warranties were set forth herein. For purposes of this Section 5.01, such representations and warranties are incorporated by reference herein in their entirety.

          SECTION 5.02 Reaffirmation of Representations and Warranties by the Issuer. On the Closing Date, on the date of each Monthly Report and on each day that an Increase is made hereunder, the Issuer, by accepting the proceeds thereof, shall be deemed to have certified that all of its representations and warranties contained in the Transaction Documents are true and correct in all material respects on and as of such day as though made on and as of such day (except to the extent they relate to an earlier date or later time, and then as of such earlier date or later time).

ARTICLE VI

REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO THE FUNDING AGENT AND THE PURCHASERS

          The Funding Agent and each Purchaser hereby makes with respect to itself the following representations and warranties to the Issuer on which the Issuer shall rely in entering into this Note Purchase Agreement:

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          SECTION 6.01 Securities Laws; Transfer Restrictions. The Funding Agent and each of the Purchasers represents and warrants to the Issuer, as of the date hereof (or as of a subsequent date on which a successor or assign of any Purchaser shall become a party hereto), and agrees that:

          (a) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and it is able and prepared to bear the economic risk of investing in, the VFN;

          (b) it is purchasing the VFN for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (a) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution;

          (c) it understands that (i) the VFN has not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act, (ii) the Issuer is not required to so register or qualify the VFN, and (iii) the VFN may be resold, pledged or otherwise transferred only (A) to the Issuer, (B) to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act, or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act, in each case in accordance with the provisions of the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction;

          (d) it understands that upon original issuance thereof, and until such time as the same may no longer be required under the applicable requirements of the Securities Act, the certificate evidencing the VFN (and all securities issued in exchange therefor or substitution thereof) shall bear a restrictive legend substantially in the form set forth in the form of VFN included as an exhibit to the Series Supplement; and

          (e) it will obtain from any transferee of the VFN (or any interest therein) substantially the same representations, warranties and agreements contained in this Section 6.01.

          SECTION 6.02 Enforceability. This Note Purchase Agreement has been duly authorized, executed and delivered by each Purchaser and the Funding Agent, and is the valid and legally binding obligation of such Person, enforceable against such Person in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

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ARTICLE VII

COVENANTS

          SECTION 7.01 Covenants. The Issuer hereby covenants that, until the termination of the Transaction Documents, unless the Purchasers shall otherwise consent in writing:

          (a) Monthly Noteholders’ Statement; Notice of Adverse Effect. The Issuer will cause each Monthly Noteholders’ Statement pertaining to the Series Supplement to be delivered to each Purchaser, contemporaneously with the delivery thereof to the Trustee.

          (b) Notice of Default. As soon as possible, and in any event within one (1) day after (i) the occurrence thereof, the Issuer shall (or shall cause the Servicer to) give each Purchaser written notice of each Early Amortization Event, Default, Event of Default or Servicer Default and (ii) the Issuer or the Servicer has or reasonably should have knowledge thereof, the Issuer shall (or shall cause the Servicer to) give each Purchaser written notice of each Potential Early Amortization Event.

          (c) Further Assurances. The Issuer agrees to take any and all acts and to create any and all further instruments necessary or reasonably requested by the Funding Agent to fully effect the purposes of this Note Purchase Agreement.

          (d) Notice of Modifications to Transaction Documents and Credit Manual. The Issuer shall (or shall cause the Servicer to) give the Funding Agent and each Purchaser written notice of any proposed amendment, modification or waiver of any provision of the Transaction Documents. In addition, the Issuer shall not amend (or consent to the amendment of) the Credit Manual in any material respect without the prior written consent of the Funding Agent.

          (e) Expenses. Whether or not the Closing takes place, except as otherwise expressly provided herein or in the Fee Letter, all reasonable costs and expenses incurred by the Purchasers or the Funding Agent in connection with this Note Purchase Agreement and the transactions contemplated hereby shall be paid by the Issuer.

          SECTION 7.02 Incorporation. The covenants of the Issuer in the other Transaction Documents are hereby incorporated herein in their entirety and the Issuer hereby covenants and agrees to perform such covenants as though such covenants were set forth in full herein.

ARTICLE VIII

INDEMNIFICATION

          SECTION 8.01 Indemnification. Without limiting any other rights which the Funding Agent or the Purchasers may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Issuer Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Note Purchase Agreement, the other Transaction Documents, the ownership, either directly or indirectly, of any interest in the VFN or any of the other transactions contemplated hereby or

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thereby, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party. Without limiting the generality of the foregoing, and subject to the exclusions set forth in the preceding sentence, the Issuer shall indemnify each Indemnified Party for Issuer Indemnified Amounts relating to or resulting from:

          (a) any representation or warranty made by the Issuer under this Note Purchase Agreement, in any of the other Transaction Documents, in any Monthly Servicer Report or in any other written information or report delivered by the Issuer pursuant hereto or thereto, which shall have been false or incorrect in any respect when made or deemed made;

          (b) the failure by the Issuer to comply with any applicable Requirement of Law with respect to any portion of the Trust Estate, or the nonconformity of any portion of the Trust Estate with any applicable Requirement of Law;

          (c) any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Loan not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms);

          (d) the failure by the Issuer to comply with any term, provision or covenant contained in this Note Purchase Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties under the Trust Estate;

          (e) the failure of the Issuer to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any portion of the Trust Estate;

          (f) any reduction in the aggregate outstanding principal balance of the VFN or any Funding Tranche with respect to any Purchaser as a result of the distribution of Collections pursuant to Article V of the Indenture and/or the Series Supplement, if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason;

          (g) the commingling by the Issuer of Collections at any time with other funds;

          (h) any investigation, litigation or proceeding related to this Note Purchase Agreement, any of the other Transaction Documents, the use of proceeds by the Issuer, the ownership directly or indirectly of the VFN or any interest in the Trust Estate;

          (i) any failure of the Issuer to give reasonably equivalent value to any Seller in consideration of the purchase by the Issuer from such Seller of any Receivable, or any attempt by any Person to void, rescind or set aside any such transfer under statutory provisions or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code;

          (j) any action taken by the Issuer in the enforcement or collection of any portion of the Trust Estate;

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          (k) the failure of any Receivable included in any Monthly Servicer Report or other periodic report as an Eligible Receivable for purposes of any calculation based on Eligible Receivables or otherwise to be an Eligible Receivable at the time of such calculation;

          (l) the failure to vest in the Trustee (for the benefit of the Purchasers and the other Secured Parties) (i) to the extent the perfection of a security interest in such property is governed by the UCC, a valid and enforceable first priority perfected security interest in such Receivables, Related Security and other related rights or (ii) if the perfection of such security interest is not governed by the UCC, a valid and enforceable lien or security interest in such Receivables, Related Security and other related rights, in each case, free and clear of any Adverse Claim; or

          (m) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the Receivables, Related Security and other related rights transferred or purported to be transferred hereunder whether at the time of any purchase or at any subsequent time.

     If for any reason the indemnification provided in this Section 8.01 is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless for the Issuer Indemnified Amounts, then the indemnifying party shall (subject to the exclusions set forth in the first sentence of this Section 8.01) contribute to the maximum amount payable or paid to such Indemnified Party as a result of the applicable claim, damage, expense, loss or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the indemnifying party on the other hand, but also the relative fault of such Indemnified Party (if any) and the indemnifying party and any other relevant equitable considerations. The parties hereto acknowledge and agree that all amounts payable under this Section 8.01 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          SECTION 8.02 Indemnity for Reserves and Expenses. (a)  If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:

     (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of the Conduit Purchaser (each, an “Affected Party”) or shall impose on any Affected Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate or

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payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or

     (ii) imposes upon any Affected Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents,

and the result of any of the foregoing is to increase the cost to such Affected Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Party to be material, then, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          (b) If any Affected Party shall have determined that after the Closing Date, the adoption of any applicable law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, the effect of reducing the rate of return on capital of such Affected Party as a consequence of such Affected Party’s obligations hereunder or with respect hereto to a level below that which such Affected Party could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 8.02(b). In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that

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no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          SECTION 8.03 Indemnity for Taxes. (a)  All payments made by the Issuer to the Funding Agent for the benefit of the Purchasers under this Note Purchase Agreement or any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future stamp or similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Funding Agent or any other Affected Party, in each case imposed by any jurisdiction under the laws of which the Funding Agent or such Affected Party is organized or any political subdivision or taxing authority thereof or therein (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”). If any such Taxes are required to be withheld from any amounts payable to the Funding Agent or any Affected Party hereunder, the amounts so payable to the Funding Agent or such Affected Party shall be increased to the extent necessary to yield to the Funding Agent or such Affected Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer shall indemnify the Funding Agent or any such Affected Party for the full amount of any such Taxes on the first Settlement Date which is not less than ten (10) days after the date of written demand therefor by the Funding Agent.

          (b) Each Affected Party that is a Non-United States Person shall:

     (i) deliver to the Issuer and the Funding Agent two duly completed copies of IRS Form W-8 BEN or Form W-8 ECI, or successor applicable form, as the case may be;

     (ii) deliver to the Issuer and the Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Issuer; and

     (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer or the Funding Agent;

unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, renders all such forms inapplicable or which, regardless of the identity of the Affected Party, would prevent such Affected Party from duly completing and delivering any such form with respect to it, and such Affected Party so advises the Issuer and the Funding Agent. Each such Affected Party so organized shall certify in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and

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the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as the case may be), (i) it is entitled to receive all payments hereunder without deduction or withholding for or on account of any United States federal Taxes and (ii) it is permitted to take the actions described in the preceding sentence under the laws and any applicable double taxation treaties of the jurisdiction of its head office or any booking office used in connection with this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement form.

          (c) Limitations. Each Affected Party agrees to use reasonable efforts to mitigate the imposition of any Taxes referred to in this Section 8.03, including changing the office of such Affected Party from which any Funding Tranche (or portion thereof) funded or maintained by such Affected Party or this Note Purchase Agreement is booked; provided that such reasonable efforts would not be disadvantageous to such Affected Party or result in the imposition of any additional Taxes upon such Affected Party or cause such Affected Party, in its good faith judgment, to violate one or more of its policies in order to avoid such imposition of Taxes. The parties hereto acknowledge and agree that all amounts payable under this Section 8.03 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          SECTION 8.04 Other Costs, Expenses and Related Matters. (a)  The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold the Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent and/or the Purchasers) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust Estate) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Funding Agent’s or such Purchaser’s enforcement or preservation of rights (including the perfection and protection of the Purchasers’ interest in the Trust Estate under this Note Purchase Agreement and the other Transaction Documents), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds

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are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

          (b) The Funding Agent will notify the Issuer and the Servicer in writing of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods.

          (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or Section 8.03, as the case may be, in the future.

ARTICLE IX

THE FUNDING AGENT

          SECTION 9.01 Authorization and Action. Each Purchaser hereby accepts the appointment of and authorizes the Funding Agent to take such action as agent on its behalf and to exercise such powers as are delegated to the Funding Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Purchasers hereby authorize the Funding Agent, in its sole discretion, to take any actions and exercise any rights or remedies under this Note Purchase Agreement and any permitted related agreements and documents. Except for actions which the Funding Agent is expressly required to take pursuant to this Note Purchase Agreement or the applicable Asset Purchase Agreement, the Funding Agent shall not be required to take any action which exposes the Funding Agent to personal liability or which is contrary to applicable law unless the Funding Agent shall receive further assurances to its satisfaction from the Purchasers of the indemnification obligations under Section 9.04 against any and all liability and expense which may be incurred in taking or continuing to take such action. The Funding Agent agrees to give to the Purchasers prompt notice of each notice and determination given to it by the Issuer, the Servicer or the Trustee, pursuant to the terms of this Note Purchase Agreement or the other Transaction Documents. Subject to Section 9.06, the appointment and authority of the Funding Agent hereunder shall terminate upon the later of (i) the payment to (a) the Purchasers of all amounts owing to the Purchasers hereunder and (b) the Funding Agent of all amounts due hereunder and (ii) the Series 2008-A Termination Date.

          SECTION 9.02 Funding Agent’s Reliance, Etc. Neither the Funding Agent nor any of its directors, officers, agents who are natural persons or employees shall be liable for any action taken or omitted to be taken by it or them as Funding Agent under or in connection with this Note Purchase Agreement or any related agreement or document, except for its or their own

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gross negligence or willful misconduct. Without limiting the foregoing, the Funding Agent: (i) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to the Purchasers and shall not be responsible to the Purchasers for any statements, warranties or representations made by any other Person in connection with any Transaction Document; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Transaction Document on the part of any Person or to inspect the property (including the books and records) of any Person; (iv) shall not be responsible to any Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of any Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

          SECTION 9.03 Funding Agent and Affiliates. The Funding Agent and its respective Affiliates may generally engage in any kind of business with the Issuer, the Servicer, any Obligor, any of their respective Affiliates and any Person who may do business with or own securities of the Issuer, any Seller, the Servicer, any Obligor or any of their respective Affiliates, all as if such entities were not the Funding Agent and without any duty to account therefor to the Purchasers.

          SECTION 9.04 Indemnification. Each Purchaser (other than the Conduit Purchaser) severally agrees to indemnify the Funding Agent (to the extent not reimbursed by any Cofina Entity), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Funding Agent in any way relating to or arising out of any Transaction Document or any action taken or omitted by the Funding Agent under any Transaction Document; provided, that (i) no Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting or arising from the Funding Agent’s gross negligence or willful misconduct and (ii) no Purchaser shall be liable for any amount in respect of any compromise or settlement or any of the foregoing unless such compromise or settlement is approved by the majority of the Purchasers (other than the Conduit Purchaser) (based on Purchaser Percentages). Without limitation of the generality of the foregoing, each Purchaser (other than the Conduit Purchaser), agrees to reimburse the Funding Agent, promptly upon demand, for any reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by the Funding Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, any Transaction Document; provided, that no Purchaser shall be responsible for the costs and expenses of the Funding Agent in defending itself against any claim alleging the gross negligence or willful misconduct of the Funding Agent to the extent such gross negligence or willful misconduct is determined by a court of competent jurisdiction in a final and non-appealable decision.

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          SECTION 9.05 Purchase Decision. Each Purchaser acknowledges that it has, independently and without reliance upon the Funding Agent, and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Note Purchase Agreement and to purchase an interest in the VFN. Each Purchaser also acknowledges that it will, independently and without reliance upon the Funding Agent or any of its Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Note Purchase Agreement or any related agreement, instrument or other document.

          SECTION 9.06 Successor Funding Agent. The Funding Agent may resign at any time by giving thirty (30) days’ written notice thereof to the Purchasers, the Issuer and the Trustee. Upon any such resignation, the Purchasers shall have the right to appoint a successor Funding Agent. If no successor Funding Agent shall have been so appointed and shall have accepted such appointment, within thirty days after the retiring Funding Agent’s giving of notice of resignation, then the retiring Funding Agent may, on behalf of the Purchasers, appoint a successor Funding Agent. Upon the acceptance of any appointment as Funding Agent hereunder by a successor Funding Agent, such successor Funding Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Funding Agent, and the retiring Funding Agent shall be discharged from its duties and obligations under this Note Purchase Agreement and the other Transaction Documents (other than obligations arising or to have been performed prior to such retirement). After any retiring Funding Agent’s resignation hereunder as Funding Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Funding Agent under this Note Purchase Agreement and the other Transaction Documents.

ARTICLE X

MISCELLANEOUS

          SECTION 10.01 Amendments. No amendment or waiver of any provision of this Note Purchase Agreement shall in any event be effective unless the same shall be signed by each of the parties hereto, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

          SECTION 10.02 Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and mailed, telefaxed (receipt confirmed) or hand delivered, as to each party hereto, at its address set forth in Schedule I hereto or at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and communications shall be effective upon receipt by the addressee.

          SECTION 10.03 No Waiver; Remedies. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

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          SECTION 10.04 Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding on the parties hereto and their respective successors and assigns; provided, however, that the Issuer may not assign any of its rights or delegate any of its duties hereunder or under any of the other Transaction Documents to which it is a party without the prior written consent of the Funding Agent. No provision of this Note Purchase Agreement or any other Transaction Document shall in any manner restrict the ability of any Purchaser to assign, participate, grant security interests in, or otherwise transfer any portion of its interest in the VFN (and its rights to receive any payments in respect thereof, including in connection with any collateral securing payment with respect to such VFN); provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture; provided, further, that unless otherwise consented to by the Issuer, such transferee, participant or assignee shall have executed and delivered to the Issuer, the Trustee and the Funding Agent a Transfer Supplement (as defined in subsection (b) below), with such changes as shall be reasonably acceptable to the Issuer. Without limiting the foregoing, the Conduit Purchaser may, in one or a series of transactions, transfer all or any portion of its interest in the VFN, and its rights and obligations under the Transaction Documents to a Conduit Assignee, a Committed Purchaser or any bank or other financial institution providing liquidity or credit support to the Conduit Purchaser under the Asset Purchase Agreement.

          (b) Each Committed Purchaser may assign to one or more Persons (each an “Assignee Committed Purchaser”), reasonably acceptable to the Issuer and the Funding Agent a portion of such Purchaser’s commitment in respect of its Purchaser Percentage of the Maximum Funded Amount (for each such Purchaser, the “Commitment”) pursuant to a supplement hereto, substantially in the form of Exhibit C with any changes as have been approved by the parties thereto (a “Transfer Supplement”), executed by each such Assignee Committed Purchaser, the assignor Committed Purchaser, and the Funding Agent; provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture. Any such assignment by a Committed Purchaser pursuant to this paragraph cannot be for an amount less than $10,000,000. Upon (i) the execution of the Transfer Supplement, (ii) delivery of an executed copy thereof to the Issuer and the Funding Agent and (iii) solely to the extent such assignor Committed Purchaser has any portion of the Aggregate Purchaser Funded Amount outstanding, payment by the Assignee Committed Purchaser to the assignor Committed Purchaser of the agreed purchase price, such assignor Committed Purchaser shall be released from its obligations hereunder to the extent of such assignment and such Assignee Committed Purchaser shall for all purposes herein be a Committed Purchaser party hereto and shall have all the rights and obligations of a Committed Purchaser hereunder to the same extent as if it were an original party hereto. The amount of the Commitment of the assignor Committed Purchaser allocable to such Assignee Committed Purchaser shall be equal to the amount of the portion of the Commitment of the assignor Committed Purchaser transferred, regardless of the purchase price paid therefor. The Transfer Supplement shall be an amendment hereof only to the extent necessary to reflect the addition of such Assignee Committed Purchaser as an “Committed Purchaser” and any resulting adjustment of the assignor Committed Purchaser’s Commitment.

          (c) Any Purchaser may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more Persons (each, a “Participant”)

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participating interests in all or a portion of its rights and obligations under this Note Purchase Agreements; provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture. Notwithstanding any such sale by a Purchaser of participating interests to a Participant, such Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and the other parties hereto shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Note Purchase Agreement. Each Participant shall be entitled to the benefits of Article VIII; provided, however, that all amounts payable to any such Participant shall be limited to the amounts which would have been payable to the Purchaser selling such participating interest had such interest not been sold.

          (d) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the VFN or hereunder shall have been paid in full.

          SECTION 10.05 Confidentiality. The Issuer shall maintain, and shall cause each officer, employee and agent of itself and its Affiliates to maintain, the confidentiality of the Transaction Documents and all other confidential proprietary information with respect to the Funding Agent and the Purchasers and each of their respective businesses obtained by them in connection with the structuring, negotiation and execution of the transactions contemplated herein and in the other Transaction Documents, except for information that has become publicly available or information disclosed (i) to legal counsel, accountants and other professional advisors to the Issuer and its Affiliates, (ii) as required by law, regulation, the requirements of the any self-regulating organization such as a stock exchange or legal process or (iii) in connection with any legal or regulatory proceeding to which the Issuer or any of its Affiliates is subject; it being understood, that solely with respect to the Base Indenture, the Issuer may distribute such Base Indenture to the holders of any Notes issued pursuant thereto from time to time. The Issuer hereby consents to the disclosure of any nonpublic information with respect to it received by the Funding Agent or any Purchaser from the Issuer or the Servicer to (i) any of the Purchasers or the Funding Agent, (ii) legal counsel, accountants and other professional advisors to the Funding Agent, the Purchasers or their Affiliates, (iii) as required by law, regulation or legal process, (iv) in connection with any legal or regulatory proceeding to which the Funding Agent, any Purchaser or any of their Affiliates is subject, (v) any nationally recognized rating agency providing a rating or proposing to provide a rating to the Conduit Purchaser’s Commercial Paper or the VFN, (vi) any placement agent which proposes herein to offer and sell the Conduit Purchasers’ Commercial Paper, (vii) any provider of the Conduit Purchaser’s program-wide liquidity or credit support facilities, (viii) any potential Committed Purchaser or (ix) any participant or potential participant of the Commitment of any Committed Purchaser, the Trustee, any Enhancement Provider, any Secured Party, or any liquidity or credit support provider of the Conduit Purchaser; provided, that the Funding Agent and the Purchasers, as the case may be, shall advise any such recipient of information that the information they receive is nonpublic information and may not be disclosed or used for any other purposes other than that for which it is disclosed to such recipient without the prior written consent of the Issuer.

26

          SECTION 10.06 GOVERNING LAW; JURISDICTION. THIS NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES TO THIS NOTE PURCHASE AGREEMENT HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

          SECTION 10.07 Wavier of Trial by Jury. To the extent permitted by applicable law, each of the parties hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim arising out of or in connection with this Note Purchase Agreement or any matter arising hereunder.

          SECTION 10.08 No Proceedings. The Issuer agrees that so long as any indebtedness of the Conduit Purchaser shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any indebtedness of the Conduit Purchaser shall have been outstanding, it shall not file, or join in the filing of, a petition against such Conduit Purchaser under the Federal Bankruptcy Code, or join in the commencement of any bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar proceeding against the Conduit Purchaser.

          SECTION 10.09 Execution in Counterparts. This Note Purchase Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

          SECTION 10.10 No Recourse. Notwithstanding anything to the contrary contained herein, the obligations of the Purchasers under this Note Purchase Agreement are solely the corporate obligations of the Purchasers and, in the case of obligations of the Conduit Purchaser other than Commercial Paper, shall be payable at such time as funds are actually received by, or are available to, the Conduit Purchaser in excess of funds necessary to pay in full all outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against the Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper.

     No recourse under any obligation, covenant or agreement of the Conduit Purchaser contained in this Note Purchase Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of the Conduit Purchaser (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Note Purchase Agreement is solely a corporate obligation of the Conduit Purchaser, and that no

27

personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Conduit Purchaser (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Conduit Purchaser contained in this Note Purchase Agreement, or implied therefrom, and that any and all personal liability for breaches by the Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Note Purchase Agreement; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken by them.

     SECTION 10.11 Survival. All representations, warranties, covenants, guaranties and indemnifications contained in this Note Purchase Agreement, and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the sale, transfer or repayment of the VFN.

[Remainder of this page intentionally left blank.]

28

          IN WITNESS WHEREOF, the parties have caused this Note Purchase Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

COFINA FUNDING, LLC, as Issuer
By:
	Name:
	Title:

[Signatures continue on the following page.]

S-1 Series 2008-A Note Purchase Agreement

VICTORY RECEIVABLES CORPORATION, as Conduit Purchaser
By:
	Name:
	Title:
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Funding Agent
By:
	Name:
	Title:
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Committed Purchaser
By:
	Name:
	Title:
	Purchaser Percentage: 100%

S-2 Series 2008-A Note Purchase Agreement

EXHIBIT A

Form of Notice of
Increase

1.	Proposed Increase Date:
2.	Amount of requested Increase (lesser of minimum amount of $                     or remaining Maximum Funded Amount)	$
3.	Purchase Price	$
4.	Remaining Maximum Funded Amount (after giving effect to the requested Increase)	$
5.	Certifications:

(a)

The representations and warranties of Cofina Funding, LLC (the “Issuer”) contained in the Base Indenture dated as of August 10, 2005 (as amended) between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”); the Series 2008-A Supplement, dated as of November 21, 2008, between the Issuer and the Trustee; and the Note Purchase Agreement dated as of November 21, 2008 (the “Note Purchase Agreement”), among the Issuer, the Conduit Purchaser, the Funding Agent and the Committed Purchasers named therein, are true and correct in all material respects on the date hereof (except to the extent they expressly relate to an earlier or later time and then as of such earlier or later time).

(b)

The conditions to the Increase specified in Section 2.03 of the Note Purchase Agreement have been satisfied and will be satisfied as of the applicable Increase Date.

COFINA FUNDING, LLC, as Issuer
By
	Authorized Officer

Date of Notice:                       

EXHIBIT B

Series 2008-A Officer’s Certificate

     Cofina Funding, LLC (the “Issuer”), pursuant to Section 4.12 of the Note Purchase Agreement dated as of November 21, 2008 (the “Note Purchase Agreement”), among the Issuer, Victory Receivables Corporation, as the Conduit Purchaser, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Funding Agent, and the financial institutions from time to time party thereto as Purchasers, the Issuer hereby certifies that, to the best of its knowledge, after reasonable investigation: (a) all of the terms, covenants, agreements and conditions of the Transaction Documents to be complied with and performed by Issuer on or before the date hereof have been complied with and performed in all material respects; and (b) the representations and warranties of Issuer made in the Transaction Documents to which it is a party are true and correct in all material respects on and as of the date hereof (except to the extent they expressly relate to an earlier or later time and then as of such earlier or later time).

     Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Note Purchase Agreement.

     IN WITNESS WHEREOF, I have hereunto set my hand as of this                      day of                                         , 20                    .

COFINA FUNDING, LLC, as Issuer
By:
	Name:
	Title:

SCHEDULE I

Addresses for Notices

If to:

Issuer:

Cofina Funding, LLC
5500 Cenex Drive
St. Paul, Minnesota 55077
Attention: James M. Grafing, Chief Financial Officer
Telephone: (651) 355-6974
Facsimile: (651) 451-4917

Funding Agent:

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
1251 Avenue of the Americas
New York, New York 10020
Attention: Securitization Group
Telephone: (212) 782-4908
Facsimile: (212) 782-6448

Committed Purchaser:

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
1251 Avenue of the Americas
New York, New York 10020
Attention: Hermina Batson
Telephone: (212) 782-4908
Facsimile: (212) 782-6998

Conduit Purchaser:

Victory Receivables Corporation
c/o J. H. Management Corporation
One International Place
Boston, Massachusetts 02110
Attention: R. Douglas Donaldson
Telephone: (617) 951-7690
Facsimile: (617) 951-7050

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
SECTION 1.01 Certain Defined Terms		1
SECTION 1.02 Other Definitional Provisions		7
ARTICLE II PURCHASE AND SALE		8
SECTION 2.01 Purchase and Sale of the VFN		8
SECTION 2.02 Initial Purchase Price		8
SECTION 2.03 Increases		8
SECTION 2.04 Extension of Purchase Expiration Date		9
SECTION 2.06 Calculation of Monthly Interest		10
SECTION 2.07 Benefits of Indenture		10
SECTION 2.08 Broken Funding		10
SECTION 2.09 Illegality		11
SECTION 2.10 Inability to Determine Eurodollar Rate		11
SECTION 2.11 Fees		12
ARTICLE III CLOSING		12
SECTION 3.01 Closing		12
SECTION 3.02 Transactions to be Effected at the Closing		12
ARTICLE IV CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE		12
SECTION 4.01 Performance by Cofina Entities		12
SECTION 4.02 Representations and Warranties		12
SECTION 4.03 Corporate Documents		13
SECTION 4.04 Opinions of Counsel		13
SECTION 4.05 Reports		13
SECTION 4.06 Financing Statements		13
SECTION 4.07 Documents		13
SECTION 4.08 VFN		13
SECTION 4.09 No Actions or Proceedings		13
SECTION 4.10 Approvals and Consents		13
SECTION 4.11 Officer’s Certificates		13
SECTION 4.12 Accounts		14
SECTION 4.13 Expenses		14

i

TABLE OF CONTENTS
(continued)

	Page
SECTION 4.14 Liens		14
SECTION 4.15 Other Documents		14
SECTION 4.16 Payment of Fees		14
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ISSUER		14
SECTION 5.01 Representations and Warranties of the Issuer		14
SECTION 5.02 Reaffirmation of Representations and Warranties by the Issuer		14
ARTICLE VI REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE FUNDING AGENT AND THE PURCHASERS		14
SECTION 6.01 Securities Laws; Transfer Restrictions		15
SECTION 6.02 Enforceability		15
ARTICLE VII COVENANTS		16
SECTION 7.01 Covenants		16
SECTION 7.02 Incorporation		16
ARTICLE VIII INDEMNIFICATION		16
SECTION 8.01 Indemnification		16
SECTION 8.02 Indemnity for Reserves and Expenses		18
SECTION 8.03 Indemnity for Taxes		20
SECTION 8.04 Other Costs, Expenses and Related Matters		21
ARTICLE IX THE FUNDING AGENT		22
SECTION 9.01 Authorization and Action		22
SECTION 9.02 Funding Agent’s Reliance, Etc.		22
SECTION 9.03 Funding Agent and Affiliates		23
SECTION 9.04 Indemnification		23
SECTION 9.05 Purchase Decision		24
SECTION 9.06 Successor Funding Agent		24
ARTICLE X MISCELLANEOUS		24
SECTION 10.01 Amendments		24
SECTION 10.02 Notices		24
SECTION 10.03 No Waiver; Remedies		24
SECTION 10.04 Binding Effect; Assignability		25
SECTION 10.05 Confidentiality		26

ii

TABLE OF CONTENTS
(continued)

	Page
SECTION 10.06 GOVERNING LAW; JURISDICTION		27
SECTION 10.07 Wavier of Trial by Jury		27
SECTION 10.08 No Proceedings		27
SECTION 10.09 Execution in Counterparts		27
SECTION 10.10 No Recourse		27
SECTION 10.11 Survival		28
SECTION 10.12 Funding Instructions

EXHIBIT A                 Form of Notice of Increase
EXHIBIT B                 Series 2008-A Officer’s Certificate
EXHIBIT C                 Form of Transfer Supplement

SCHEDULE I              Addresses for Notices

iii

EX-10.27

AMENDED AND RESTATED
LOAN ORIGINATION AND PARTICIPATION AGREEMENT

          THIS AMENDED AND RESTATED LOAN ORIGINATION AND PARTICIPATION AGREEMENT (“Agreement”) is made and entered into as of the 31 day of October, 2006, by and among AgStar Financial Services, PCA, d/b/a ProPartners Financial (hereafter referred to as “ProPartners”); CHS Inc. (hereafter referred to as “CHS”) and Cofina Financial, LLC (hereafter referred to as “Cofina”).

RECITALS:

A.	Cofina has organized an agricultural production and processing financing program to provide financing to farmers and agricultural producers for agricultural production or processing (the “Program”).
B.	The parties hereto wish to enter into a transaction whereby Cofina will originate and participate to ProPartners certain loans under the Program based on the terms and conditions of the Farm Credit Act of 1971, as amended, the regulations of the Farm Credit Administration, this Agreement, the Loan Underwriting Criteria and the policies, requirements and procedures of ProPartners, all as amended from time to time subject to the terms hereof (each, a “Loan” and collectively, the “Loans”).
C.	The Loans will be made in the name of Cofina and ProPartners will purchase a 100%participation interest in the Loans as provided herein.
D.	ProPartners, Cofina and CHS are parties to a Loan Origination and Participation Agreement dated as of April 1, 2006 (the “Prior Agreement”).
E.	ProPartners previously purchased a 100% participation interest in the loans referenced under the Prior Agreement (the “Existing Loans”).
F.	The parties agree that ProPartners’ participation interest in the Existing Loans will be governed by the terms of this Agreement and that this Agreement will amend and restate the Prior Agreement in its entirety.
G.	To induce ProPartners to purchase participation interests in the Loans, CHS and Cofina have agreed to provide ProPartners with certain guarantees in accordance with the terns of this Agreement.

          NOW, THEREFORE, in consideration of the parties’ respective undertakings and obligations and of the agreements hereinafter set forth, ProPartners, CHS and Cofina agree as follows:

I. DEFINITIONS

Unless otherwise defined herein, the capitalized terms used in this Agreement shall have the following, meanings (whether in singular or plural form):

1.01	“Borrower” means collectively with respect to a Participated Luan, each and every. Person signing, making or co-making, endorsing, guaranteeing or acting as surety on such Participated Loan (other than CHS and Cofina).
1.02	“CHS 15% Recourse Loans” means, collectively, all of the Existing Loans that were placed in the CHS 15% Recourse Pool under the Prior Agreement and are subject to CHS’ guarantee pursuant to Article V hereof, subject to the limitations described in Section 5.01(b).
1.03	“CHS 15% Recourse Pool” has the meaning given in Section 3.04.
1.04	“Commitment” means with respect to a Borrower, the aggregate principal amount of any funds Cofina is committed to advance to any Borrower under a Participated Loan (without prejudice to normal conditions to any such advance), computed without reduction for any advances theretofore made which are outstanding but which in fact reduces the level of future borrowings thereunder. If there shall be more than one Borrower with respect to a Participated Loan, for purposes hereof Cofina shall be deemed to have made a Commitment to each such Borrower with respect to 100% of the aggregate principal amount of any funds with respect to which such Commitment relates.
1.05	“Cooperative Guarantee” means the written agreement by a cooperative affiliate of Cofina to guarantee the payment of certain Participated Loans under such terms and documents that are approved by ProPartners, including, without limitation, the terms and documents governing the assignment of all rights and interests under such Cooperative Guarantee from Cofina to ProPartners.
1.06	“Default” means with respect to any Participated Loan, any event or circumstances which under its Loan Documents permits the indebtedness evidenced thereby to be accelerated, collateral to be foreclosed upon or other remedies taken.
1.07	“Defaulted Loan” has the meaning given in Section 2.02.
1.08	“Event of Default” shall have the meaning given in Article VII hereof.
1.09	“Existing Loans” has the meaning given in the Recitals to this Agreement.
1.10	“15% Recourse Loans” means, collectively, all of the Participated Loans that are placed in the 15% Recourse Pool and are subject to Cofina’s guarantee pursuant to Article V hereof, subject to the limitations described in Section 5.02(c).
1.11	“15% Recourse Pool” has the meaning given in Section 3.04.
1.12	“50%, Recourse Loans” means, collectively, all of the Participated Loans that are placed in the 50% Recourse Pool and are subject to CHS’ guarantee pursuant to Article V hereof, subject to the limitations described in Section 5.01(b).
1.13	“50% Recourse Pool” has the meaning given in Section 3.04.

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1.14	“5% Recourse Loans” means, collectively, all of the Participated Loans that are placed in the 5% Recourse Pool and are subject to Cofina’s guarantee pursuant to Article V hereof, subject to the limitations described in Section 5.02(a).
1.15	“5% Recourse Pool” has the meaning given in Section 3.04.
1.16	“Full Recourse Loans” mean, collectively, all of the Participated Loans that are placed in the Full Recourse Pool and are subject to CHS’ guarantee pursuant to Article V hereof.
1.17	“Full Recourse Pool” has the meaning given in Section 3.04.
1.18	“GAAP” means generally accepted accounting principles in the United States in effect from time to time, consistently applied.
1.19	“Jumbo Loan” means with respect to each Loan, a Loan which if it became a Participated Loan would, alone or in combination with any other Participated Loan(s) of the same type under which Commitments then exist in favor of the same Borrower, evidence an aggregate total Commitment in relation to all such Participated Loans in excess of $250,000. Borrowers with common management and/or ownership shall be considered a single Borrower for purposes of determining whether one or more Participated Loans collectively evidence a Jumbo Loan.
1.20	“Loan” has the meaning given in the Recitals to this Agreement.
1.21	“Loan Approval” shall have the meaning given in Section 2.01.
1.22	“Loan Documents” include, but are not limited to, a promissory note, all related loan agreements, amendments to such promissory note or loan agreements, financing statements, security agreements, mortgages, trust deeds, guaranties or other security documents which evidence any Borrower’s obligations to Cofina in relation to a Participated Loan or Commitment to such Borrower.
1.23	“Loan Underwriting Criteria” means the Underwriting Standards set forth on the attached Exhibit A, as amended from time to time upon the mutual agreement of ProPartners and Cofina.
1.24	“Near Default” means with respect to any Participated Loan any event or circumstances which with the passage of time, the giving of notice or both would be a Default.
1.25	“Net Realizable Value” means, with respect to any collateral securing a Participated Loan, the fair market value of such collateral less, as applicable, any (i) prior liens. (ii) reasonable foreclosure or liquidation expenses and (iii) distressed sale discounts.
1.26	“Participants” shall have the meaning given in Section 10.02.
1.27	“Participated Loan(s)” shall have the meaning given in Section 2.01.
1.28	“Participation Interest” shall have the meaning given in Section 2.01.

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1.29	“Payments” shall mean, with respect to any Participated loan, all funds received under such Participated Loan, including, without limitation, principal and interest payments, prepayments received from a Borrower or proceeds received from the disposition of collateral securing such Participated Loan.
1.30	“Person” shall mean an individual, corporation, partnership, association, joint venture, limited liability company, government (or any agency or political subdivision thereof), unincorporated organization, trust or other entity, including, without limitation, an employee pension, profit sharing or other benefit plan or trust.
1.31	“Prime Rate” means, as of the date of determination, the rate of interest per annum most recently published in the Midwest Edition of The Wall Street Journal as the “prime” rate.
1.32	“Program” has the meaning given in the Recitals to this Agreement.
1.33	“Repurchase Option” shall have the meaning given in Section 3.07.
1.34	“10% Recourse Loans” means, collectively, all of the Participated Loans that are placed in the 10% Recourse Pool and are subject to Cofina’s guarantee pursuant to Article V hereof, subject to the limitations described in Section 5.02(b).
1.35	“10% Recourse Pool” has the meaning given in Section 3.04.
1.36	“Term” has the meaning given in Section 11.01.
1.37	“Total Capital” means, at any date, the amount of Cofina’s “total capital” as determined in accordance with GAAP and including the carrying value of Cofina’s equity ownership in Cofina Funding, LLC.
1.38	“Trademark” means the Cofina Country Business Partners Program (whether or not registered).
1.39	“Underwriting Fee” has the meaning given in Section 2.11.

II. LOAN ADMINISTRATION

2.01 Cofina shall originate the Loans to Borrowers in accordance with the Loan Underwriting Criteria, the proceeds of which will be used to finance the Borrowers’ agricultural production or processing activities in accordance with the terms designated by ProPartners in the applicable Loan Approval (“Loan Approval”). ProPartners shall use commercially reasonable efforts to promptly notify Cofina in writing of its approval or declination of a Loan; provided, however, that any approval pertaining to a Jumbo Loan shall require the written consent of Cofina. ProPartners shall purchase a 100% participation interest from Cofina (a “Participation Interest”), as provided in Section 3.01, in each Loan made by Cofina in accordance with the terms of the applicable Loan Approval (including the Existing Loans, each, a “Participated Loan” and collectively, the “Participated Loans”).

4

2.02	Until such time that a Participated Loan has been subject to a Default for 30 consecutive days (a “Defaulted Loan”), ProPartners shall be responsible for all servicing activities associated with the Participated Loans, including the exclusive right to pursue servicing or collection activities with regard to the Participated Loans; provided that Cofina shall work with the agricultural producers and processors who are Borrowers to provide substantial information gathering, initial loan analysis and on-going loan servicing. In the case of each Defaulted Loan, unless Cofina exercises its Repurchase Option, as described in Section 3.07, with respect to such Defaulted Loan, ProPartners shall work with Cofina to take such actions as they agree are appropriate with respect to such Defaulted Loan, including acceleration of the indebtedness evidenced thereby, refusing to make additional advances, foreclosing upon collateral, initiating litigation and agreeing to settlements and taking all other remedial actions, and Cofina hereby agrees to pay to ProPartners the costs of such specialized collection activities involving such Defaulted Loan pursuant to a fee schedule provided by ProPartners to Cofina from time to time; provided, however, that if ProPartners and Cofina do not agree on a plan of action with respect to a Defaulted Loan, then ProPartners shall take such actions as it determines are appropriate, subject to Cofina’s right to exercise its Repurchase Option.
2.03	The Loan Documents required by ProPartners with respect to each Participated Loan shall be prepared by ProPartners and delivered to the applicable cooperative affiliate for execution by the Borrower. Each Loan shall be made in the name of Cofina. ProPartners shall maintain possession of all originals of the Loan Documents and any related materials.
2.04	At ProPartners’ direction, Cofina shall use commercially reasonable efforts to cause Cofina’s cooperative affiliates to perform such tasks as are reasonably requested by ProPartners in connection with its servicing of the Loans, including, but not limited to, periodically visiting a Borrower’s place of business to inspect the collateral and records.
2.05	ProPartners shall receive directly from the Borrower at an address and/or account designated by ProPartners all Payments related to the Participated Loans. All Payments received by Cofina from Borrowers in connection with the Participated Loans shall be held in trust for ProPartners until paid over to ProPartners.
2.06	Cofina hereby grants to ProPartners a terminable, nonexclusive, nontransferable license to use the Trademark in connection with its relationship to the Program, including its loan servicing activities associated with the Participated Loans, e.g., servicing or collection activities with regard to the Participated Loans, and in the event a Default exists under a Participated Loan, taking such action as it determines appropriate by reason thereof, all in accordance with the terms and provisions of this Agreement and consistent with Cofina’s standards, rules, and procedures communicated to ProPartners in writing from time to time. ProPartners acknowledges and agrees that Cofina is the sole and exclusive owner of the Trademark and will not do anything inconsistent with such ownership or directly or indirectly challenge or impair the validity thereof ProPartners shall only use the Trademark in connection with the Program. ProPartners agrees that it will not attack the title of Cofina to the Trademark, or the validity of any application for registration thereof, in any jurisdiction. ProPartners may use the Trademark provided such use strictly abides

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	by the terns of this Agreement and is subject to the quality control of Cofina, and shall comply at all times with the current standards of use provided to ProPartners by Cofina in writing. Any violation of this Section 2.06 by ProPartners shall constitute an Event of Default under this Agreement if ProPartners receives written notice of such violation and such violation is not cured within 30 days of such written notice.
2.07	ProPartners shall perform and maintain all the accounting and reporting tasks associated with the Borrowers and the Participated Loan activities noted within this Agreement. ProPartners will maintain accounting information in accordance with GAAP and provide financial reports for specified periods, both noted and agreed to under Exhibit B of this Agreement. In addition, ProPartners shall maintain and monitor accounting systems and internal controls sufficient to adequately provide accurate and timely information and safeguard the assets and information related to the activities within this Agreement. As partial response to ProPartners monitoring of their internal control system, ProPartners will provide to Cofina any available SAS 70 Type II reports or other reports used to evaluate and test their internal control systems contracted for by ProPartners or their assigned servicing agent(s). ProPartners shall account for the Participated Loan pool placement and related accrual interest, shall apply all funds received to the appropriate purchase pools and shall provide notice to Cofina of all such actions in accordance with the terms of this Agreement. Cofina shall have the right, at its own expense and upon prior written notice to ProPartners, to audit ProPartners’ accounting and associated documents in connection with the Participated Loans and may audit or review any associated services or activities performed by ProPartners, provided that such audit is performed during reasonable business hours and in a manner that is not significantly disruptive of ProPartners’ business.
2.08	Cofina and ProPartners agree that there shall be timely and thorough communication of pertinent general and credit information between the parties and cooperation between each party’s personnel with respect to the terms of this Agreement. This includes, without limitation, furnishing and exchanging pertinent correspondence, memoranda, quarterly Borrower status reports and loan servicing documentation (such as periodic balance sheets, operating statements, audit reports (if available) and collateral position reports) relating to a Borrower.
2.09	This Agreement shall not be deemed to appoint either Cofina or ProPartners as agent of the other, except as ProPartners may be deemed the agent of Cofina for administering, servicing and collecting under the Participated Loans. This Agreement shall not be construed to create a partnership, joint venture or any like arrangement between Cofina and ProPartners.
2.10	In consideration for the origination and servicing activities performed by ProPartners tinder the terms of this Agreement, at all times during the Term, Cofina shall pay to ProPartners a monthly underwriting fee equal to the sum of $25,000 plus $45 for each Participated Loan that is outstanding as of the last day of the previous month (“Underwriting Fee”). All Underwriting Fees shall be payable no later than close of business on the tenth day following the end of each month. The parties agree to review the terns of the Underwriting Fee after one year.

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2.11 All of Cofina’s agricultural producer, processor, and other customer data, and any other agricultural producer, processor, and other customer data obtained pursuant to this Agreement shall be owned by Cofina and shall not be used by ProPartners for any purpose other than fulfilling the requirements of this Agreement.

III. SALE AND PURCHASE OF PARTICIPATION INTERESTS

3.01 ProPartners shall purchase a participation interest in all of the Loans equal to 100% of the indebtedness under each Loan as approved and issued in accordance herewith; provided, however, that the aggregate principal amount of all such Participated Loans shall not exceed $120,000,000, of which the aggregate principal amount of the Participated Loans contained in the 50% Recourse Pool and the Full Recourse Pool cannot exceed $60,000,000. ProPartners’ obligation to purchase a Participation Interest in a Loan is conditioned upon such Loan meeting the following requirements:

(a)	Such Loan is subject to the guarantee of CHS or Cofina pursuant to Article V hereof or to a Cooperative Guarantee, as designated by ProPartners in the applicable Loan Approval;
(b)	In the case of a Loan designated by ProPartners in the applicable Loan Approval for placement in the Full Recourse Pool or the 50% Recourse Pool, CHS has provided its written consent to such placement; and
(c)	In the case of a Loan designated by ProPartners in the applicable Loan Approval to be subject to a Cooperative Guarantee, such cooperative affiliate of Cofina has executed such documentation as requested by ProPartners evidencing the Cooperative Guarantee.

ProPartners shall be deemed to have purchased a Participation Interest in a Loan only after such Loan has been approved by ProPartners in accordance with Section 2.01 and made under such terms and conditions as ProPartners has specified in the applicable Loan Approval. ProPartners shall have no obligation to purchase a Loan if the documentation for such Loan was not prepared and administered by ProPartners pursuant to this Agreement. After ProPartners’ purchase of a Participation Interest in a Loan hereunder, ProPartners shall fund all advances under such Participated Loan in accordance with the terms and provisions of such Participated Loan and the related Loan Documents.

3.02

Subject to the terms and provisions of this Agreement, Cofina hereby grants to ProPartners a power of attorney to exercise in accordance kith the terms of this Agreement, to the exclusion of Cofina, all of the rights of Cofina under each Participated Loan, including, but not limited to, the right (1) to perform all loan origination, servicing, administration and collection actions with respect to the Participated Loans, including, without limitation, those actions specified in Article 11. (ii) to exercise any power or authority granted to Cofina pursuant to the Loan Documents, (iii) to endorse and cash checks and other instruments made payable to Cot-ma with respect to Payments under the Participated Loans. (iv) to execute all Loan Documents related to the Participated Loans

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on behalf of, Cofina, and (v) to otherwise exercise all rights of Cofina established pursuant to each such Participated Loan; provided, however, that Cofina shall have the right to work with the agricultural producers and processors who are Borrowers for information gathering, initial loan analysis and on-going loan servicing purposes. The powers of attorney granted by Cofina to ProPartners hereunder are irrevocable and coupled with an interest.

3.03

Each Participated Loan will be placed into one of six purchase pools in accordance with the Loan Underwriting Criteria and the terms of this Agreement. The six purchase pools shall be grouped as follows: (i) 5% Recourse Loans (the “5% Recourse Pool”); (ii) 10% Recourse Loans (the “10% Recourse Pool”); (iii) 15% Recourse Loans (the “15% Recourse Pool”); (iv) 50% Recourse Loans (the “50% Recourse Pool”); (v) Full Recourse Loans (the “Full Recourse Pool”) and (vi) CHS 15% Recourse Loans (the “CHS 15% Recourse Pool”). ProPartners and Cofina may also agree that certain Participated Loans that are not placed in one of the six above-referenced pools be instead subject to a Cooperative Guarantee. All of the Existing Loans will be placed in either the 15% Recourse Pool or the CHS 15% Recourse Pool unless (a) CHS has consented in writing to the placement of an Existing Loan in the Full Recourse Pool, (b) CHS and ProPartners have consented in writing to the placement of an Existing Loan in the 50% Recourse Pool or (c) ProPartners has consented in writing that an Existing Loan be subject to a Cooperative Guarantee. All Participated Loans originated after the date of this Agreement will be placed in either the 5% Recourse Pool, the 10% Recourse Pool or the 15% Recourse Pool unless (y) CHS has consented in writing to the placement of a Participated Loan in the 50% Recourse Pool or the Full Recourse Pool or (z) the Loan Approval for such Participated Loan provides that the Participated Loan will be subject to a Cooperative Guarantee. Each Existing Loan contained in the CHS 15% Recourse Pool that is renewed or extended past such Existing Loan’s current maturity date will be transferred from the CHS 15% Recourse Pool to another pool or become subject to a Cooperative Guarantee, in accordance with the applicable Loan Approval.

3.04

ProPartners’ portion of the interest collected with respect to each Participated Loan shall be equal to the following: (i) the Prime Rate less 185 basis points for each Participated Loan placed in the 5% Recourse Pool; (ii) the Prime Rate less 165 basis points for each Participated Loan placed in the 10% Recourse Pool; (iii) the Prime Rate less 115 basis points for each Participated Loan placed in the 15% Recourse Pool or the CHS 15% Recourse Pool; (iv) the Prime Rate less 165 basis points for each Participated Loan placed in the 50% Recourse Pool or the Full Recourse Pool; and (v) the Prime Rate less 165 basis points for each Participated Loan that is subject to a Cooperative Guarantee (the “Retained Interest”); provided, however, that any Participated Loan that is a fixed-rate loan shall bear interest at such fixed rate of interest and at such Retained Interest as agreed by the parties on a case by case basis. Cofina shall not reduce or lower the interest rate or interest rate parameters on a Participated Loan without the prior written consent of ProPartners. All interest collected in each [month], less the Retained Interest, shall be paid to Cofina by ProPartners no later than the tenth day following the end of each [month].

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3.05 The Participated Loans III ay he Secured by it perfected III-St priority’ Security interest in acceptable collateral with Net Realizable Value sufficient to repay the obligations under such Participated Loans. As security for the payment and performance of all the Participated Loans, Cofina hereby assigns to ProPartners any and all security interests and other liens obtained by Cofina as collateral securing the Participated Loans, and as and when requested in writing by ProPartners, shall promptly file such UCC-3 financing statements or other forms as ProPartners shall request evidencing such assignment.

3.06 If ProPartners at any time holds a Participation Interest in a Participated Loan of a Borrower and Cofina extends additional credit to the same Borrower, Cofina agrees to offer ProPartners the opportunity to purchase a Participation Interest in such Loan in accordance with the terms of this Agreement. Borrowers with common management and/or ownership shall be considered a single Borrower for purposes of the foregoing.

3.07 Cofina shall have the option to repurchase ProPartners’ Participation Interest in a Participated Loan if (i) such Participated Loan is a Defaulted Loan or (ii) ProPartners determines that it will not consent to the renewal or extension of such Participated Loan for a subsequent term or that ProPartners will only consent to the renewal or extension of such Participated Loan hereunder at a lower classification or under less favorable economic terms (in each case, a “Repurchase Option”); provided, however, that Cofina’s exercise of a Repurchase Option shall not he considered a payment under the guarantee obligations of either CHS or Cofina pursuant to Article V. The Repurchase Option shall be exercisable with respect to (i) above, during the 30-day period following notification by ProPartners to Cofina that a Participated Loan has become a Defaulted Loan, and with respect to (ii) above, during the 30-day period following notification by ProPartners to Cofina of ProPartners’ determination not to consent to the renewal or extension of a Participated Loan or to consent to such renewal or extension of a Participated Loan only at a lower classification or under less favorable economic terms. In addition to the above, in cases involving Participated Loans that are subject to the guarantee of CHS, if such a Participated Loan is subject to a Default or a Near Default and the parties agree, for a period of up to 60 days, to comply with a collection plan regarding the collection of and remedies under such Participated Loan (subject to ProPartners’ right to discontinue such collection efforts and demand payment of CHS’ guaranty prior to the end of such 60-day period if the parties mutually agree or if ProPartners determines in good faith that a delay is likely to have a material adverse effect on ProPartners), CHS shall have the right to purchase ProPartners’ Participation Interest in such Participated Loan at any time prior to the end of such 60-day period (also a “Repurchase Option”). With respect to each Repurchase Option exercised by Cofina or CHS, Cofina or CHS, as the case may he, will pay to ProPartners a repurchase price equal to the suns of all outstanding principal, interest and fees then existing under such Participated Loan, plus any other reasonable third party attorney fees or other collection costs incurred by ProPartners with respect to such Participated Loan. Upon ProPartners’ receipt of payment in full with regard to it Repurchase Option. ProPartners shall (a) forward to Cofina or CHS. as applicable, all Loan Documents pertaining to such Participated Loan in ProPartners’ possession, (b) assign to Cofina or CHS, as applicable, all of its right, title and interest in such Participated Loan and the related Loan Documents. (c) cease and he discharged from all activities and responsibilities regarding

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such Participated Loan and (d) prepare documentation to assign applicable collateral to CHS or Cofina, as applicable, and, if applicable, file UCC-3 financing statements.

3.08

ProPartners’ purchase of Participation Interests in the Participated Loans pursuant to Section 3.01 hereof shall constitute a sale of all of the beneficial ownership interest in such Participated Loans, and the collateral securing the Participated Loan’s indebtedness, and shall not be construed as an extension of credit by ProPartners to Cofina. In the event that the transactions contemplated by this Agreement are nevertheless characterized as extensions of credit, Cofina hereby grants ProPartners a security interest in all of the Participated Loans and in all of the Loan Documents related thereto, whether now in existence or hereafter created. The security interest granted hereby shall secure payment of all extensions of credit by ProPartners to Cofina and the performance of all obligations of Cofina to ProPartners of every type and description for such extensions of credit, whether now existing or hereafter arising. Upon an Event of Default by Cofina and anytime thereafter, ProPartners may declare any obligations outstanding between Cofina and ProPartners to be immediately due and payable and may exercise any and all rights of a secured party in the enforcement of its security interest under the Uniform Commercial Code or any other applicable law.

IV. REPRESENTATIONS, WARRANTIES AND COVENANTS

4.01	Cofina represents, warrants and covenants that it has all requisite power and authority to execute and deliver this Agreement and the other documents required and to perform all of the obligations under this Agreement, and the existence of the arrangement contemplated by this Agreement and Cofina’s participation in such arrangement and the execution, delivery and performance under this Agreement by Cofina does not violate any applicable law in any material respect. Cofina further represents, warrants and covenants that there are no creditors of Cofina who have a security interest in any of the Participated Loans and Cofina will not grant a security interest in any of the Participated Loans to any creditor during the term of this Agreement.
4.02	CHS represents and warrants that it has all requisite power and authority to execute and deliver this Agreement and other documents required and to perform all of the obligations under this Agreement, and such execution, delivery and performance does not violate any applicable law in any material respect.
4.03	ProPartners represents and warrants that it has all requisite power and authority to execute and deliver this Agreement and other documents required and to perform all of the obligations under this Agreement, and such execution, delivery and performance does not violate any applicable law in any material respect.

V. GUARANTEE

5.01 CHS hereby:

(a) absolutely and unconditionally guarantees the full payment of each Participated Loan placed in the Full Recourse Pool; provided, however, that a Participated

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Loan will not be placed in the Full Recourse Pool without the written consent of CHS; and

(b)

absolutely and unconditionally guarantees the payment of the Participated Loans placed in the 50% Recourse Pool and the CHS 15% Recourse Pool; provided, however, that for each calendar year, CHS’ guarantee under this Section 5.01(b) shall be limited to the greater of (i) the sum of 50% of the aggregate total Commitments in favor of all Borrowers with respect to the outstanding Participated Loans contained in the 50% Recourse Pool as of the business day preceding the date of payment, plus 15% of the aggregate outstanding and unfunded Commitments in favor of all Borrowers with respect to the outstanding Participated Loans contained in the CHS 15% Recourse Pool as of the business day preceding the date of payment, plus any accrued interest, minus any guaranty payments previously made by CHS under this Section 5.01(b), or (ii) $4,000,000; provided, further, that any guarantee payment made by CHS towards such limitation must be acknowledged as such in writing by ProPartners and CHS.

5.02 Cofina hereby absolutely and unconditionally guarantees the payment of the Participated Loans placed in the 5% Recourse Pool, the 10% Recourse Pool and the 15% Recourse Pool; provided, however, that for each calendar year, Cofina’s guarantee under this Section 5.02 with respect to each pool shall be limited as follows:

(a)	with regard to the 5% Recourse Pool, to the greater of (1) the stun of 5% of the aggregate outstanding and unfunded Commitments in favor of all Borrowers with respect to the outstanding Participated Loans contained in the 5% Recourse Pool as of the business day preceding the date of payment, plus any accrued interest, minus any guaranty payments previously made by Cofina under this Section 5.02(a), or (ii) $1,000,000;
(b)	with regard to the 10% Recourse Pool, to the greater of (i) the sum of 10% of the aggregate outstanding and Unfunded Commitments ill favor of all Borrowers with respect to the outstanding Participated Loans contained in the 10% Recourse Pool as of the business day preceding the date of payment, plus any accrued interest, minus any guaranty payments previously made by Cofina under this Section 5.02(b), or (ii) $2,500,000; and
(c)	with regard to the 15% Recourse Pool, to the greater of (i) the sum of 15% of the aggregate outstanding and unfunded Commitments in favor of all Borrowers with respect to the outstanding Participated Loans contained in the 15°4, Recourse Pool as of the business day preceding the date of payment, plus any accrued interest. minus any guaranty payments previouslN’ made by Cofina Under this Section 5.02(c), or (ii) 54,000,000;

provided, that Cofina’s aggregate liability under the guarantees set forth in this Section 5.02 shall be limited to the suns of $7,500,000, notwithstanding any other provision of this Agreement. Any guarantee payment made by Cofina towards any of the above limitations must be acknowledged as such in writing by ProPartners and Cofina.

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5.03	ProPartners may make a call by written notice by certitied mail, return receipt requested, to CHS or Cofina under any of the foregoing guarantees with respect to any Participated Loan under which a Default by reason of the failure to timely pay principal or interest exists, and the guaranty payment once a call is made shall be paid on the tenth business day after confirmed receipt of such notice by Cofina or CHS, as applicable.
5.04	ProPartners shall provide CHS with a detailed summary at the end of each month identifying the Participated Loans and dollars outstanding under the 50% Recourse Pool and the Full Recourse Pool. The failure by ProPartners to provide such notice to CHS shall in no way reduce CHS’ guarantee obligations to ProPartners hereunder. Furthermore, CHS waives notice from ProPartners of ProPartners’ purchase of Participation Interests in the Participated Loans hereunder.
5.05	Upon the written consent of ProPartners (except as otherwise provided in Sections 3.07 or 11.01), which ProPartners may withhold at its reasonable discretion or conditioned upon such requirements as prior liquidation and application of collateral, the guarantee obligations of CHS or Cofina may be fulfilled by providing funds, as necessary, for the repurchase of any Participated Loan (whether partially or totally unpaid) that is in excess of 90 days past due or that does not comply with ProPartners’ credit standards, procedures, or loan documentation requirements. The repurchase price of any Participated Loan shall equal the outstanding principal balance, plus accrued interest, plus reasonable expenses incurred by ProPartners in any collection activity, plus all related pre-payment and funding make-whole premium.
5.06	CHS and Cofina shall have subrogation rights only with respect to Participated Loans repurchased in connection with their guarantee obligations hereunder and CHS and Cofina hereby agree that they will not exercise or enforce any right of contribution, reimbursement, recourse or subrogation against any Borrower under a Participated Loan or any collateral securing a Participated Loan unless and until all obligations under such Participated Loan have been paid in full by CHS or Cofina, as the case may be, pursuant to Sections 5.01 or 5.02.
5.07	CHS and Cofina agree that ProPartners and/or Cofina may, at any time, extend payment of any Participated Loan in whole or in part, otherwise change the terms of payment (including interest rate), accept partial payments, release or impair any collateral security, release or agree not to sue any party liable on said Participated Loan and/or take any other actions with respect to any Participated Loan or parties thereto, all without releasing or diminishing any liability of CHS or Cofina pursuant to this Article V.
5.08	The guarantees of CHS and Cofina herein are promises of payment, and not of collection, and Cofina and CHS waive any right to require ProPartners to bring any action against a Borrower under the Participated Loans or against any other Person or to require that resort be had to any security or credit on the books of ProPartners in favor of a Borrower. prior to the fulfillment by CHS or Cofina of its guarantee obligations hereunder.
5.09	No delay on the part of ProPartners in exercising any rights hereunder or failure to exercise the same shall operate as a waiver of such rights. In no event shall any

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	modification or waiver of the provisions of the guarantees of CHS and Cofrna hereunder be affected unless in writing nor shall any such waiver be applicable except in the specific instance for which given.
5.10	The guarantees of CHS and Cofina hereunder shall constitute continuing and irrevocable agreements of guarantee. The guarantees of CHS and Cofina shall continue until all amounts owed to ProPartners under the Participated Loans have been fully and completely discharged.

VI. COVENANTS OF COFINA

6.01

During the Tenn, Cofina shall maintain at all times, measured as of the end of each calendar quarter, Total Capital of not less than $65,000,000.

6.02

During the Term, Cofina shall maintain as of the last day of each month a ratio of (i) its total debt to (ii) its Total Capital plus its loan loss reserve, of not more than 8.00 to 1.00. For this purpose, (a) Cofina’s “total debt” means all of Cofina’s indebtedness incurred or assumed for borrowed money and all of Cofina’s lease obligations if, in either case, categorized as debt according to GAAP, together with all indebtedness of any indebtedness of any other Person if categorized as debt according to GAAP, and (b) Cofina’s “loan loss reserve” means the amount identified on Cofina’s balance sheet as loan loss reserves as of the last day of the appropriate month.

VII. EVENTS OF DEFAULT AND REMEDIES

7.01 The occurrence of any one or more of the following events will constitute an “Event of Default” hereunder:

(a)	Cofina, CHS or ProPartners materially breach any covenant or term, or fail to perform in any material respect, any obligations under this Agreement;
(b)	Any warranty, representation, or statement now or hereafter furnished by or on behalf of Cofina to ProPartners in connection with this Agreement proves to be false or misleading in any material respect when furnished;
(c)	Failure by Cofina to remit to ProPartners, within ten days of its receipt thereof, ProPartners’ share of Payments received with regard to any Participated Loan; or
(d)	Cofina, CHS or ProPartners become insolvent, or declare bankruptcy.

7.02 Upon the occurrence of any Event of Default, the non-defaulting party may, at its sole option and discretion and upon prior written notice to the defaulting party, suspend or terminate its obligations hereunder, or exercise any rights contained in this Agreement. In addition, or in the alternative, the non-defaulting party may exercise any rights available to it at last or equity, which rights are hereby expressly preserved. Such rights and remedies will be cumulative and not exclusive to the fullest extent necessary in order to provide the Non-defaulting party with its benefit of the bargain under this Agreement.

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VIII. INDEMNIFICATION

8.01	Cofina, by executing this Agreement, agrees to indemnify ProPartners, its agents and employees, for any losses suffered by ProPartners or such agents and employees when such losses are caused by the gross negligence of Cofina or any of its employees or agents or by the willful, wanton, or criminal conduct of Cofina or any of its employees or agents.
8.02	CHS, by executing this Agreement, agrees to indemnify ProPartners, its agents and employees, for any losses suffered by ProPartners or such agents and employees when such losses are caused by the gross negligence of CHS or any of its employees or agents or by the willful, wanton, or criminal conduct of CHS or any of its employees or agents.
8.03	ProPartners, by executing this Agreement, agrees to indemnify Cofina and CHS, their respective agents and employees, for any losses suffered by Cofina and CHS when such losses are caused by the gross negligence of ProPartners or any of its employees or agents or by the willful, wanton, or criminal conduct of ProPartners or any of its employees or agents.
8.04	The failure of ProPartners to properly file or continue UCC financing statements shall be considered to be gross negligence.

IX. FINANCIAL INFORMATION AND REPORTING

9.01	Cofina shall furnish ProPartners with Cofina’s monthly financial statements prepared in accordance with GAAP within 30 days after the end of each month. Cofina shall also furnish ProPartners with Cofina’s individual fiscal year-end financials, president’s reports and internal reviews and audits to within 120 days of each such fiscal year-end or, if earlier, within 30 days of completion thereof.
9.02	CHS shall furnish ProPartners with CHS’ consolidated fiscal year-end financials, president’s reports and internal reviews and audits to within 90 days of each such fiscal year-end or, if earlier, within 30 days of completion thereof. The delivery of the CHS annual report on Form 10-K, as prepared and filed in accordance with the requirements of the Securities and Exchange Commission, shall be deemed to satisfy the requirement of delivering such information of CHS.
9.03	ProPartners shall furnish Cofina with those reports set forth on Exhibit B, as well as any additional reports requested by Cofina and agreed to by ProPartners, which agreement shall not be unreasonably withheld.

X. SUCCESSORS AND PARTICIPANTS

10.01 This Agreement shall bind and Inure to the benefit of ProPartners, CHS and Cofina and their respective successors and assigns, but may be assigned only with the consent of the other parties.

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10.02 ProPartners may sell participation ownership interests in the Participation Interests to other institutions within what is known as the Farm Credit System, the name commonly used to refer to the entities and activities authorized by the terms of the Farm Credit Act of 1971 and the regulations thereunder (collectively, the “Participants”). Cofina and CHS consent to the grant of such subparticipations, as well as any other participation or subparticipation which ProPartners or any Participant may elect to grant in any or all of the Participated Loans.

XI. EXPIRATION AND TERMINATION

11.01 This Agreement shall continue in effect until December 31, 2008 (“Term”), which Term will automatically renew for additional one-year increments unless a written termination notice is given to the other parties at least 90 days prior to the end of the current Term; provided, however, that either party may terminate this Agreement upon written notice to the other in the event that the other party is in breach in any material respect of its obligations hereunder and such breach remains uncured for ten business days following written notice thereof to such party. In the event this Agreement is expired, terminated or suspended, the respective rights and obligations of the parties shall continue with respect to any outstanding Participated Loans until all indebtedness and other obligations under all such Participated Loans and related Loan Documents have been fully and completely discharged. This Agreement shall terminate upon full payment of all indebtedness and other obligations under all such Participated Loans and related Loan Documents and the closing of all of the purchase pools.

XII. MISCELLINIOUS

12.01	No provision of this Agreement or any other related agreement among ProPartners, Cofina and/or CHS regarding the Participated Loans can be waived, modified, amended, supplemented, or terminated, except by a writing executed by ProPartners, CHS and Cofina. The failure of any party to enforce at any time any of the provisions of this Agreement shall in no way be construed to waive any such provision, nor in any way to affect the validity of this Agreement or any part thereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.
12.02	This Agreement and any other agreements among the parties associated with the Participated Loans shall be governed by and construed under the laws of the State of Minnesota, without giving effect to conflict of law principles thereof.
12.03	ProPartners, CHS and Cofina agree to execute other agreements, documents or instruments as requested by the other party in connection with this Agreement as may be deemed necessary to carry out the puilose hereof.
12.04	Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (a) when delivered, (b) when transmitted via facsimile to the number set out below, (c) the business day following the day on which the same has been delivered prepaid (or pursuant to an invoice

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	arrangement) to a reputable national overnight air courier service, or (d) the third business day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address set forth below, or at such other address as such party may specify by written notice to the other parties hereto:
	If to Cofina:
	Cofina Financial, LLC 5500 Cenex Drive Inver Grove Heights, Minnesota 55077 Attention: Sharon Barber Fax: (651) 451-4917
	If to CHS:
	CHS Inc. P.O. Box 64089 St. Paul, Minnesota 55164-0089 Attention: John Sclunitz Fax: (651) 355-4554
	If to ProPartners:
	ProPartners Financial 375 Jackson Street St. Paul, Minnesota 55101-1810 Attention: Chris Mueller Fax: (651) 282-7861
12.05	All payments made by the appropriate party under this Agreement shall be made in the lawful currency of the United States by wire transfer or other electronic method (i.e., ACH) of immediately available funds to the appropriate party, in accordance with the wire transfer instructions specified in a written notice delivered to the other party from time to time.
12.06	This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and finally integrated into this Agreement. The parties agree that this Agreement amends and restates the Prior Agreement and that this Agreement supersedes and replaces the Prior Agreement in its entirety.
12.07	Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

16

12.08 This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument.

[signature page follows]

17

          IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered as of the date first above written.

AGSTAR FINANCIAL SERVICES, PCA,
D/B/A PROPARTNERS FINANCIAL

By:

Its:

COFINA FINANCIAL, LLC

By:

Its:

CHS INC.

By:

Its:

18

EXHIBIT A

Loan Underwriting Criteria

[attached]

EXHIBIT B

Reports

Cofina Financial Reports

Daily

Interest Accrual by Loan Pool
Principal by Loan Pool
Principal Payments
Principal Disbursements
Interest Payments
Fee Payments & Disbursements
All other transactions/corrections
Wire Transfer Charges
Loan Payable
Interest Payable

All of the above daily reports are by loan pool and will also have a running month-to-date balance on a pool basis

Weekly

Past due loan list
Country Loan Officer Trial Balance

Monthly

Individual loan listing within each pool to include at a minimum:
Commitment and outstanding loan balance
Interest receivable
Classification and date changed
ADB
Guarantee (recourse)

Monthly Customer Statements and transaction history (provided through website access)

Income by State Report
Past Due Summary
Future Maturities & Payments
Loans Approved during the month
Loans paid off during the month
Asset Classification Summary by Loan Pool
Interest buy-downs and add-ons ADB
Country Business Partners ADB

Ex. A-1

Section 4
Loan Underwriting Standards
Producer Lending

Loan Underwriting Standards

This policy establishes the loan underwriting standards governing Cofina Financial’s producer lending programs. These programs are transactional financing which primarily support the applicant’s purchase of inputs necessary to raise crops or produce livestock. Repayment is expected upon the sale of the corresponding crops or livestock financed. Credit requests are thoroughly, yet differentially analyzed to help ensure quality credit decisions. Credit staff’s analysis, documentation and recommendations are the keys to a successful, high quality loan program.

Loan Limits

Loan commitments are generally limited to:

     Crop

- 65% of the value of all crops produced

- 60% of the value of all crops produced when the producer feeds 25% or more of growing crops

- 100% total net worth

     Livestock

- $150/hd equity position for price protected feeder livestock

- $200/hd equity position for open priced feeder livestock

- $550/hd breeder livestock

- $700/cow-calf pair

- 150% total net worth

Credit Analysis Standards

Differential credit analysis and verification is employed in the underwriting process based on the applicant’s total loan exposure and purpose of request. All loans are credit scored to provide a baseline credit rating. Loan commitments of $100,000 or less are underwritten based on the credit scoring system. Loan commitments between $100,000 and $250,000 require additional credit verification to support the credit decision. Larger loans typically exceeding $250,000 require more traditional trend analysis to support credit decisions. All credit decisions and corresponding loan conditions are documented in the Trade Credit Application and credit file supporting the loan request.

Loan Quality Tiers

Loans are rated and placed in one of five loan quality tiers. The Tier rating impacts risk pool placement, pricing, collateral needs and guaranty requirements. The general definitions include:

A1 High quality loans with sufficient strength to support timely and full repayment performance even with average or greater adversity. A1 loans will generally require no guaranty by the partner and support the best interest rates.

A2 High quality loans that may have weaknesses, but contain offsetting strengths to support timely and full repayment performance, even with average adversity.

B Loans with weaknesses. Offsetting strengths are marginal and could delay timely and full repayment of the loan request with average adversity.

C Weak loans with very limited offsetting strengths and a high probability that timely and full repayment of the loan request would be delayed or fail with average adversity.

D Materially weak loans with very limited to no offsetting strengths and a high degree of certainty that timely and full repayment of the loan request would not occur with any adversity. These loans are generally declined to protect the interests of both Cofina Financial and the Country Business Partner (“CBP or Partner”) and if approved by the Partner, shall require 100% guaranty and Partner payout 30 days after maturity.

9/06
Page 1 of 8

Section 4
Loan Underwriting Standards
Producer Lending

Country Business Partner Guaranty

Cofina Financial’s relationship with each CBP shall be documented in a partner agreement. The partner agreements define the terms of the relationship as well as the Partner guaranty options available to support producer loans. Each Partner shall be approved for a specified level of guaranty prior to accepting producer loans on a guaranty basis. Maximum guaranty levels shall be approved by both the Partner and Cofina Financial and its funding source, as required. Credit shall be responsible for monitoring and reporting guaranty utilization relative to the maximum approved.

The Partner has the option of providing a guaranty for certain classified loans on a pro-rata basis. The terms of the guaranty relationship are documented in a Country Business Partner Master Guaranty Agreement and applied on a portfolio basis with the Partner. Guaranty requirements are established based on the producer loan tier rating and compliance with standard loan conditions. Guaranty requirements by loan tier and pool are as follows:

Tier	A1			A2			B			B			C			D
Pool	5%			10%			15%			50%			15%/100%			100%*
CBP — Pro-rata Guaranty		0	%		0	%		0, 25, 50, 75	%	na				100	%		100	%*
CHS — CO Pool Guaranty		0	%		0	%		0	%		50	%		100	%		100	%

Standard Loan Conditions

1^st Crop Lien — Cofina Financial requires a 1^st lien on crops with the exception of small, tier A1 or A2 loans. The applicant must clearly meet the FICO, credit score, and LTV maximum to qualify for a 2^nd lien position.

Crop Insurance — Cofina Financial requires crop insurance on all loan applications. Crop loans shall require a minimum of 65% multi-peril crop insurance or CRC coverage assuming the loan is equal to or exceeds 65% of crop value. In general, the level of insurance should be in an amount equal to or greater than the loan amount. If crop insurance is below the loan amount or not obtained, the loan amount may be reduced for lower tier quality loans or require a guaranty, if not already a condition of approval. An assignment of insurance is also required with the exception of small tier A1 or A2 loans. Refer to crop loan conditions for further specifications.

Joint Checks — Cofina Financial requires joint checks (EFS, CNS, or Notice to Buyer filings) on all applications with the exception of small, tier A1 or A2 crop loans. Joint checks may also be waived if the customer has a solid repayment history, adequate working capital, and/or the Partner provides a guaranty, if not already a condition of the loan.

FSA Assignment — Cofina Financial requires an assignment of government payments with the exception of small, tier A1 or A2 loans. Refer to crop loan conditions for further specifications.

Secondary Collateral — Cofina Financial requires an Ag blanket filing/junior lien on machinery and equipment on all loans with the exception of small tier A1 and A2 loans. Refer to crop loan conditions for further specifications.

1^st Lien on Livestock Financed — Cofina Financial requires a 1^st lien on all livestock financed. A 1^st lien on feed crops is also required if contributed as equity.

Livestock Insurance — Cofina Financial requires catastrophic loss insurance on livestock financed with Cofina Financial named as loss payee.

	9/06
	Page 2 of 8

Section 4
Loan Underwriting Standards
Producer Lending

Total Loan Commitment: < $100,000

Information Requirements

Loan Application
Legal Entity Documents (if other than sole proprietor)
Cropland Legal Descriptions

Credit Analysis & Documentation Criteria

Loan commitments of $100,000 or less are underwritten using a credit scoring model which incorporates the applicant’s basic financial information with information from the credit bureau report. All related parties shall be evaluated in the credit scoring process and weak credit scores shall be reflected in the final credit approval decision. Credit approval is documented in the Trade Credit Application. A copy of the approved loan conditions is maintained in the credit file.

Underwriting Standards/Tier Rating

Loan pool placement and tier ratings are based on the resulting FICO Score, CB score and report notations, loan to net worth, owner equity, payment experience, debt exposure, and loan to crop value. If the borrower has no crop insurance, significant judgments, bankruptcy or other major derogatory factors on the CB report, the loan request may warrant a reduction in Tier or may be declined.

Tier	A1			A2			B			C			D
Pool	5%			10%			15% / 50%			15%***/100%			100%*
FICO		220	+		190-219			165-189			130-164			<130
CB Score		³ 730			³ 700			³ 650			³ 600			< 600
Owner’s Equity		> 40	%		> 40	%		> 30	%		< 30	%		< 20	%
Debt Exposure		> 50	%		> 50	%		> 30	%		> 30	%		< 30	%
Payment Experience **		£ 2			£ 2			£ 3			£ 3			³ 4
Loan to Crop Value		£ 65	%		£ 65	%		£ 65	%		£ 65	%		> 65	%
Loan to Net Worth		£ 100	%		£ 100	%		£ 100	%		£ 100	%		> 100	%

*	Recommend decline or 100% guaranty with 30 day payout.
**	Repayment definitions:
	1 — Always pays within 30 days; 2 — Usually pays within 30 days of due date; 3 — Occasionally 30 — 60 days late
***	Partner loans with a 100% guaranty shall be placed in the 15% Pool and priced consistent with the 10% Pool cost.

Loan Conditions & Collateral Requirements

The following table outlines loan conditions and collateral requirements for crop input loans £ $100,000. This is a general outline, each individual loan is reviewed individually and conditions may be added or removed based on each producer’s unique situation.

Tier	A1 & A2	B & C
Pool	5% & 10%	15%, 50% & 100%
$10,000 — $75,000 Two hour turnaround on complete applications	Straight line of credit 2nd UCC lien on crop MPCI	Straight line of credit 1st UCC lien on crop MPCI Insurance Assignment
$75,001 — $100,000	Straight line of credit 1st UCC lien on crop MPCI Insurance Assignment Ag Blanket UCC	FSA Assignment Crop Contract Assignment Ag Blanket UCC w/CNS-EFS filings

	10/06
	Page 3 of 8

Section 4
Loan Underwriting Standards
Producer Lending

Total Loan Commitment: $100,001 — $250,000

Information Requirements

Loan Application
Current Balance Sheet and Supporting Schedules from all Related Parties (dated within 90 days of application)
Legal Entity Documents (if other than sole proprietor)
Cropland Legal Descriptions

Credit Analysis & Documentation Criteria

Loan commitments between $100,000 and $250,000 require additional credit information and verification to support the credit score and approval decision. Credit references and major balance sheet items shall be verified for each applicant and related party. Any material credit weaknesses shall be documented and addressed with mitigating factors to support the credit decision. A brief overview of the credit decision shall be documented in the Trade Credit Application. A copy of the approved loan conditions is maintained in the credit file.

Underwriting Standards/Tier Rating

The core standards for approval are in the Tier A category. As ratios improve, a loan can be moved into Tier A1. As ratios decline, then Tier B or Tier C standards are applied. The ratios shown in the A1, B and C are provided as guidelines to help provide consistency for Tier ratings.

Loans can be placed in a Tier without meeting all the ratios if other ratios are strong or there are other mitigating factors such as equity available to be financed, co-signer, etc. These factors must be identified. The credit score has less impact on the credit decision and more weight is given to the financial analysis and other credit factors. In addition, if the applicant does not meet all loan conditions e.g. no crop insurance, the loan request may warrant a reduction in Tier or credit decline.

Tier	A1			A2			B			C			D
Pool	5%			10%			15%/50%			15%***/100%			100%*
FICO		220	+		190-219			165-189			130-164			<130
CB Score		³ 730			³ 700			³ 650			³600			< 600
Owner Equity %		> 45	%		> 40	%		> 35	%		> 30	%		< 30	%
Working Capital / AGI		> 20	%		> 15	%		0		Negative			Negative
Interest / AGI		< 12	%		< 15	%		< 18	%		< 21	%		> 21	%
Repayment History **		1			£ 2			£ 3			£ 3			³ 4
Loan / Net Worth**		< 100	%		< 100	%		< 100	%		< 100	%		> 100	%
Collateral- Loan / EMV		£ 65	%		£ 65	%		£ 65	%		£ 65	%		> 65	%

*	Recommend decline or 100% guaranty with 30 day payout.
**	Repayment definitions:
	1 — Always pays within 30 days; 2 — Usually pays within 30 days of due date; 3 - Occasionally 30 — 60 days late
***	Partner loans with a 100% guaranty shall be placed in the 15% Pool and priced consistent with the 10% Pool cost.

10/06
Page 4 of 8

Section 4
Loan Underwriting Standards
Producer Lending

Loan Conditions & Collateral Requirements

The table on the following page provides a general outline of loan conditions and collateral requirements for crop input loan commitments between $100,000 and $250,000. Each individual loan is reviewed individually and conditions may be added or removed based on the applicant’s unique situation.

Tier	A1 & A2	B & C
Pool	5% & 10%	15%, 50% & 100%
$100,001 — $250,000 2 day turnaround with complete application for sole proprietorship 3 day turnaround with complete application for entities	Straight line of credit 1st UCC lien on crop 65% MPCI (minimum) Insurance Assignment Ag Blanket UCC	Straight line of credit 1st UCC lien on crop 65% MPCI (minimum) Insurance Assignment FSA Assignment Crop Contract Assignment Ag Blanket UCC w/CNS-EFS filings

10/06
Page 4 of 8

Section 4
Loan Underwriting Standards
Producer Lending

Total Loan Commitment: > $250,000

Information Requirements

Loan Application
Current & Prior Year Balance Sheet and Supporting Schedules from all Related Parties (dated within 90 days of application)
3 years Tax Forms 1040 and Schedule F
Legal Entity Documents (if other than sole proprietor)
Cropland Legal Descriptions

Credit Analysis & Documentation Criteria

Loan commitments exceeding $250,000 require more traditional credit analysis and documentation to support the credit score and approval decision. In addition to verifying major balance sheet items and credit reference, the credit decision shall consider key balance sheet trends and earnings performance. Key credit factors and any material credit weaknesses shall be documented and addressed in a credit narrative. Loans exceeding $500,000 require a detailed credit report addressing all credit factors and loan conditions. A copy of the credit narrative and supporting loan conditions shall be maintained in the credit file.

Underwriting Standards/Tier Rating

The core standards for approval are in the Tier A category. As ratios improve, a loan can be moved into Tier A1. As ratios decline, then Tier B or Tier C standards are applied. The ratios shown in the A1, B and C are provided as guidelines to help provide consistency for Tier ratings.

Loans can be placed in a Tier without meeting all the ratios if other ratios are strong or there are other mitigating factors such as equity available to be financed, co-signer, etc. These factors must be identified. The credit score has less impact on the credit decision and more weight is given to the financial analysis and other credit factors. In addition, if the applicant does not meet all loan conditions e.g. no crop insurance, the loan request may warrant a reduction in Tier or credit decline.

Tier

A1

A2

B

C

D

Pool

5%

10%

15%/50%

15%***/100%

100%*

FICO

220

+

190-219

165-189

130-164

<130

CB Score

> 730

> 700

> 650

> 600

< 600

Owner Equity %

> 45

%

> 40

%

> 35

%

> 30

%

< 30

%

Working Capital / AGI

> 20

%

> 15

%

0

Negative

Negative

Interest / AGI

< 12

%

< 15

%

< 18

%

< 21

%

> 21

%

CDRC

> 120

%

> 110

%

> 110

%

> 100

%

< 100

%

Repayment History **

1

< 2

< 3

< 3

> 4

Loan / Net Worth**

< 100

%

< 100

%

< 100

%

< 100

%

> 100

%

Collateral- Loan / EMV

< 65

%

< 65

%

< 65

%

< 65

%

> 65

%

*	Recommend decline or 100% guaranty with 30 day payout.
**	Repayment definitions:
	1 – Always pays within 30 days; 2 – Usually pays within 30 days of due date; 3 – Occasionally 30 – 60 days late
***	Partner loans with a 100% guaranty shall be placed in the 15% Pool and priced consistent with the 10% Pool cost.

10/06
Page 6 of 8

Section 4
Loan Underwriting Standards
Producer Lending

Loan Conditions & Collateral Requirements

The table on the following page provides a general outline of loan conditions and collateral requirements for crop input loan commitments exceeding $250,000. Each loan request is reviewed individually and conditions may be added or removed based on the applicant’s unique situation.

Tier	A1 & A2	B & C
Pool	5% & 10%	15%, 50% & 100%
$250,000 — $500,000 5 day turnaround with complete application	Straight line of credit Revolving line of credit option (A1 only) 1st UCC lien on crop 65% MPCI (minimum) Insurance Assignment Ag Blanket UCC	Straight line of credit 1st UCC lien on crop 65% MPCI (minimum) Insurance Assignment FSA Assignment Crop Contract Assignment Ag Blanket UCC w/CNS-EFS filings
> $500,000 10 day turnaround with complete application	CLO Direct Customer Call Straight line of credit Revolving line of credit option (A1only) 1st UCC lien on crop 65% MPCI (minimum) Insurance Assignment Ag Blanket UCC	CLO Direct Customer Call Straight line of credit 1st UCC lien on crop 65% MPCI (minimum) Insurance Assignment FSA Assignment Crop Contract Assignment Ag Blanket UCC w/CNS-EFS filings

10/06
Page 7 of 8

Section 4
Loan Underwriting Standards
Producer Lending

Livestock Loans – Supplemental Underwriting Standards

Information requirements and credit analysis & documentation criteria are the same for crop and livestock loans.

Underwriting Standards/Tier Rating

The core standards for approval are in the Tier A category. As ratios improve, a loan can be moved into Tier A1. As ratios decline, then Tier B or Tier C standards are applied. The ratios shown in the A1, B and C are provided as guidelines to help provide consistency for Tier ratings.

Tier	A1			A2			B			C
Pool	5%			10%			15%			15%***/50%/100%*
FICO		220+			190-219			165-189			130-164
CB Score		> 730			> 700			> 650			> 600
Owner Equity %		> 45	%		> 40	%		> 35	%		> 30	%
Working Capital / AGI		> 20	%		> 15	%		0		Negative
Interest / AGI		< 12	%		< 15	%		< 18	%		< 21	%
CDRC		> 120	%		> 110	%		> 110	%		> 100	%
Repayment History **		1			< 2			< 3			< 3
Loan / Net Worth**		< 200	%		< 150	%		< 100	%		< 100	%
Equity — Feeder Cattle
Contracted/Hedged	15% of MV			15% of MV			15% of MV			15% of MV
	($100 min)			($100 min)			($100 min)			($100 min)
Open	20% of MV			20% of MV			20% of MV			20% of MV
	($150 min)			($150 min)			($150 min)			($150 min)
Equity — Breeding Cattle
Equity / Cow	$	100		$	100		$	100		$	100
Max. Loan / Cow	$	550		$	550		$	550		$	550
Max. Loan / Cow-Calf pr	$	700		$	700		$	700		$	700

*	Recommend decline or 50% or 100% guaranty from CHS or CBP if available.
**	Repayment definitions: 1 – Always pays within 30 days; 2 – Usually pays within 30 days of due date; 3 – Occasionally 30 – 60 days late
***	Partner loans with a 100% guaranty shall be placed in the 15% Pool and priced consistent with the 10% Pool cost.

Loan Conditions & Collateral Requirements

The table below provides a general outline of loan conditions and collateral requirements for livestock loans. Each loan request is reviewed individually and conditions may be added or removed based on the applicant’s unique situation.

Tier	A1 & A2	B & C
Pool	5% & 10%	15%, 50% & 100%
All Livestock Loans	Revolving line of credit
	1st UCC lien on all livestock
	1st UCC lien on feed crop on hand (if included as equity)
	Ag Blanket UCC
	Custom Feedlot Agreement and Custodial Agreement (custom fed) (over $250,000)
	Identifiable Brand and/or Ear tags (over $250,000)
	List of Prospective Buyers attached to Security Agreement
	Project Feasibility Plan (over $250,000)
	Market Contract Assignment
	Catastrophic loss insurance with Cofina Financial loss payee

	10/06
	Page 8 of 8

EX-10.28

December 11, 2006

Cofina Financial, LLC
Attn: Brian Legried
5500 Cenex Drive
Inver Grove Heights, MN 55077

CHS Inc.
Attn: John McEnroe
P.O. Box 64089
St. Paul, MN 55164-0089

Re: Amendment to Amended and Restated Loan Origination and Participation Agreement

Dear Mr. Legried and Mr. McEnroe:

AgStar Financial Services. PCA. d/b/a ProPartners Financial (“ProPartners”). Cofina Financial. LLC (“Cofina”) and CHS Inc. (“CHS”) are parties to an Amended and Restated Loan Origination and Participation Agreement dated October 31, 2006 (“Agreement’’) whereby Cofina has agreed to originate and participate to ProPartners certain loans under Cofina’s agricultural production and processing financing program (the “Program”) based on the terms and conditions set forth in the Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement.

Cofina is subject to certain laws governing the State of North Dakota that make Cofina unable to originate Loans to Borrowers located in North Dakota (“North Dakota Loans”). ProPartners has arrangements with certain financial institutions and organizations (“Third Party Originators”) that are able to originate North Dakota Loans, which parties include, without limitation. CHS. Cofina has requested that ProPartners cause such Third Party Originators to originate North Dakota Loans identified under the Program and ProPartners, Cofina and CFIS are willing to amend the Agreement to allow such actions under the terms set forth in this letter agreement.

Accordingly, the parties hereby agree that the Agreement shall he amended as follows:

1. Notwithstanding the terms of the Agreement. anv North Dakota Loans that are identified under the Program may be originated by a Third Party Originator designated by ProPartners. Upon such origination, such North Dakota Loans will constitute“Loans” under the Agreement. After ProPartners’ purchase of a Participation Interest in such North Dakota Loans in accordance with the terms of the

	Agreement, such North Dakota Loans will also constitute “Participated Loans” under the Agreement.
2.	Cofina shall have a right to purchase such North Dakota Loans in the same manner provided in Section 3.07 of the Agreement.
3.	The terms, provisions and conditions of the Agreement shall apply to the North Dakota Loans, as Loans and Participated Loans, in the same manner as such terms, provisions and conditions apply to Loans and Participated Loans that are not North Dakota Loans, including, without limitation, with respect to (a) the calculation of the Underwriting Fee pursuant to Section 2.10 of the Agreement, (b) the calculation of the aggregate principal amount limitations of the Participated Loans pursuant to Section 3.01 of the Agreement, (c) the placement into purchase pools pursuant to Section 3.03 of the Agreement, and (d) inclusion with respect to reports furnished to Cofina by ProPartners pursuant to Section 9.03 of the Agreement.
4.	Cofina and CHS each agree that the North Dakota Loans will be subject to the guarantees of Cofina and CHS in accordance with Article V of the Agreement in the same manner and under the same terms as applicable to all other Participated Loans.

Please acknowledge your agreement with the foregoing by executing this letter agreement in the space provided below.

Sincerely,

AGSTAR FINANCIAL SERVICES, PCA,
D/B/A PROPARTNERS FINANCIAL

By:

Name:

Its:

Agreed and acknowledged this                      day of December, 2006.

COFINA FINANCIAL, LLC

By:

Name:

Its:

CHS INC.

By:

Name:

Its:

EX-10.29

January 5, 2007

Brian Legried, President
Cofina Financial
5500 Cenex Drive
Inver Grove Heights, MN 55077

Dear Mr. Legried:

AgStar Financial Services, PCA, d/b/a ProPartners Financial (“ProPartners”), Cofina Financial, LLC (“Cofina”) and CHS Inc. (“CHS”) are parties to an Amended and Restated Loan Origination and Participation Agreement dated October 31, 2006 (“Agreement”) whereby Cofina has agreed to originate and participate to ProPartners certain loans under Cofina’s agricultural production and processing financing program (“the Program”) based on terms and conditions set forth in the Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement.

Cofina and ProPartners hereby agree that the Agreement shall be amended as follows: All Participated Loans placed into the 15% Recourse Pool that have a 50% first risk of loss guaranty by CI IS shall have the ProPartners’ portion of the interest collected equal to Prime Rate less 155 basis points instead of Prime Rate less 115 basis points for all other loans in the 15% Recourse Pool as cited in Section 3.04 of the Agreement. The guaranty limits as defined in Section 5.02(c) of the Agreement still apply to all 15% Recourse Loans in total. The 50% first risk of loss guaranty by CHS is defined in the Cofina Financial Loan Operating Agreement dated May 1, 2006 between Cofina and CHS.

Please acknowledge your agreement with the foregoing by executing this letter agreement in the space provided below.

AGSTAR FINANCIAL SERVICES, PCA
D/B/A PROPARTNERS FINANCIAL

By:

Name:

Its:

Agreed and acknowledged this                      day of January, 2007.

COFINA FINANCIAL,, LLC

By:

Name:

Its:

EX-10.30

December 12, 2007

Cofina Financial
Attn: Brian Legried
5500 Cenex Drive
Inver Grove Heights, MN 55077

Re:Amendment to Amended and Restated Loan Origination and Participation Agreement Dear

Mr. Legried:

AgStar Financial Services. PCA d./b/a ProPartners Financial (“ProPartners”), Cofina Financial, LLC (“Cofina”) and CHS Inc. (“CHS”) are parties to an Amended and Restated Loan Origination and Participation Agreement dated October 31, 2006 (“Agreement”) whereby Cofina has agreed to originate and participate to ProPartners certain loans under Cofina’s agricultural production and processing financing program (“the Program”) based on terms and conditions set forth in the Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement.

Cofina and ProPartners hereby agree that the Agreement shall be amended as follows:

1	Cofina may participate portions of loans (“Coop Loan”) to certain eligible cooperatives to ProPartners.
2.	Coop Loans will be placed into a separate pool within the 15% of guarantee pool, as defined in the Agreement, however, the loans within the Coop Loan pool will be priced to Cofina at Prime minus 115.
3.	Cofina will be able to add to or pay down the Coop Loan pool as needed.
4.	Cofina will maintain all loan servicing. accounting and customer contact for the loans in the Coop Loan pool.
5.	Cofina will provide their internal credit report and related financials to ProPartners of cooperatives that are proposed to be included in the Coop Lean pool. Approval by ProPartners is required prior to placing loans into the Coop Loan pool. Approval action by ProPartners will be completed within five days after all information is received from Cofina.
6.	Cofina will provide it monthly listing of the loans and participation amount of the loans in the Coop Loan pool to reconcile to the total Coop Loan pool amount.
7.	Interest on the Coop Loan pool will he paid by Cofina monthly on the 10th of the month for the previous months interest.

8. No past due loans will be allowed into the Coop Loan pool. If a loan goes 30 days past maturity or is classified less than Acceptable, Cofina will purchase the loan back immediately and take out of the Coop Loan pool.

All other portions of the Agreement with the foregoing by executing this letter agreement in the space provided below.

Please acknowledge your agreement with the foregoing by executing this letter agreement in the space provided below.

AGSTAR FINANCIAL SERVICES, PCA,
D/B/A PROPARTNERS FINANCIAL

By:

Name:

Its:

Agreed and acknowledged this                      day of December, 2007.

COFINA FINANCIAL, LLC

By:

Name:

Its:

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, John D. Johnson, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of CHS Inc. for the quarterly period ended November 30, 2008;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 13, 2009

/s/ John D. Johnson  

John D. Johnson 

President and Chief Executive Officer 

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, John Schmitz, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of CHS Inc. for the quarterly period ended November 30, 2008;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 13, 2009

/s/ John Schmitz  

John Schmitz 

Executive Vice President and
Chief Financial Officer 

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report on Form 10-Q of CHS Inc. (the “Company”) for the quarterly period ended November 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John D. Johnson, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John D. Johnson  

John D. Johnson 

President and Chief Executive Officer
January 13, 2009 

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report on Form 10-Q of CHS Inc. (the “Company”) for the quarterly period ended November 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Schmitz, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John Schmitz  

John Schmitz 

Executive Vice President and Chief Financial Officer
January 13, 2009