CHS Inc. (Form: 8-K)

This REVOLVING CREDIT AGREEMENT, dated as of December 22, 2010 (as it may be amended, extended, replaced or renewed from time to time, the “Agreement”), between CHS, INC., a corporation organized under the laws of Minnesota (the “Borrower”), and SUMITOMO MITSUI BANKING CORPORATION, a Japanese banking corporation (the ''Bank’’), sets forth the binding agreement of the parties.

WHEREAS, the Borrower has requested that the Bank make available to the Borrower a FORTY MILLION DOLLARS (U.S.$40,000,000.00) revolving credit facility, the proceeds of which will be used by the Borrower for its working capital purposes; and

WHEREAS, the Bank is willing to make the revolving credit facility available to the Borrower, on the terms and subject to the conditions set forth in this Agreement;

1.01. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the respective definitions set forth in Article 1 of the Syndicated Agreement, and all such definitions are incorporated by reference mutatis mutandis (and the principles of interpretation set forth in Section 16.25 of the Syndicated Agreement shall likewise apply to this Agreement). As used in this Agreement, the following terms shall have the following meanings:

’’Adjusted LIBOR Rate’’ shall mean, for each Interest Period, the rate determined pursuant to the following formula:

The Adjusted LIBOR Rate shall be adjusted automatically on and as of the effective date of any change in the Euro-Dollar Reserve Percentage.

“Banking Day” shall mean any day (a) other than a Saturday or Sunday and other than a day on which banks in New York, New York are authorized or required by law to close and (b) if such day relates to a borrowing of or a payment or prepayment of principal of or interest on a Loan or selection of an Interest Period, or a notice by the Borrower with respect to any such borrowing, payment, prepayment, or selection, on which dealings in U.S. Dollar deposits are carried out in the London interbank market.

“Borrowing Date” shall mean, with reference to any Loan, the date requested by the Borrower and agreed to by the Bank as the date on which that Borrowing is made or to be made, which shall be a Banking Day during the Commitment Period.

’’Commitment’’ shall mean the commitment of the Bank to make Loans to the Borrower in the maximum aggregate amount of FORTY MILLION DOLLARS (U.S.$40,000,000.00), as such amount may be modified from time to time pursuant to the terms hereof.

’’Commitment Period’’ shall mean the period from the date hereof through December 21, 2011.

“Default” shall mean an event which, with the giving of notice or the passing of time or both, would constitute an Event of Default.

“Dollars”, “U.S. Dollars”, “U.S.$”, and “$” means the lawful currency of the United States of America at any relevant time hereunder.

“Euro-Dollar Reserve Percentage” shall mean, for any day, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System in New York City in respect of “Euro-currency liabilities” (or in respect of any other category or liabilities which includes deposits by reference to which the interest rate on a Loan by application of LIBOR is determined or any category of extensions of credit or other assets which include loans by a non-United States office of any bank to United States residents).

“Event of Default” shall mean any of the events or conditions set forth in Section 7.01.

“Facility” shall mean the revolving credit facility provided by the Bank to the Borrower under this Agreement.

“Facility Document” shall mean this Agreement, the Note, and any other agreement, document, instrument or contract entered into or furnished to the Bank in connection with any of the foregoing documents or supporting, securing or otherwise relating to the Facility, in each case as amended, amended and restated, supplemented or otherwise modified from time to time.

’’Interest Period’’ shall mean, in relation to a Loan, successive periods of one (1) month, three (3) months, or six (6) months, as selected by the Borrower, the first of which shall begin on the Borrowing Date of such Loan and succeeding of which shall begin on the last day of the immediately preceding Interest Period applicable thereto; provided that any Interest Period that would otherwise end on a day that is not a Banking Day shall end on the next succeeding Banking Day, unless such Banking Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Banking Day, and no Interest Period shall extend beyond the Maturity Date.

“Lending Office” shall mean the office of the Bank at 277 Park Avenue, New York, New York or such other office as the Bank may hereafter designate as the office from or at which the Facility is maintained and for the account of which all payments under the Facility are to be made.

“LIBOR” shall mean, with respect to any Loan for any Interest Period, the rate per annum equal to the rate appearing on the Reuters Screen LIBOR01 Page (or such other page as may replace the Reuters Screen LIBOR01 Page on the service or such other service as may be nominated by the British Bankers Association for the purpose of displaying London interbank offered rates for Dollar deposits) at approximately 11:00 a.m. (London time) two Banking Days prior to the first day of such Interest Period as the rate for Dollar deposits with a maturity comparable to such Interest Period; provided that, if the foregoing rate is not available for any reason, “LIBOR” shall mean the rate per annum quoted by the Bank as the rate offered by the principal London office of the Bank to prime banks in the London Interbank Market as of 11:00 a.m. (London time) two Banking Days prior to the first day of such Interest Period for Dollar deposits of amounts comparable to such Loan with a maturity comparable to such Interest Period.

’’Loan’’ shall mean each advance of principal made by the Bank or requested by the Borrower hereunder.

“Note” shall have the meaning assigned to such term in Section 2.03(c) hereof.

“Prime Rate” shall mean the rate of interest announced by the Bank’s New York Branch from time to time as its prime rate or base rate, changes in which shall be effective as of the opening of business on the day announced.

“Syndicated Agreement” means the 2010 Credit Agreement dated as of June 2, 2010 among the Borrower, the Syndication Parties, and CoBank, ACB, as a Syndication Party and as the Administrative Agent.

2.01. Amount and Terms of Commitment. The Bank agrees, on the terms and subject to the conditions set forth herein, to make Loans to the Borrower from time to time during the Commitment Period, the aggregate principal amount of which Loans at any time outstanding shall not to exceed the Commitment. Within such limits, and subject to the other terms and conditions hereof, any amounts repaid may be reborrowed.

(a) To request a Loan, the Borrower shall notify the Bank of such request by telephone not later than 11:00 a.m., New York City time, at least three Banking Days before the proposed Borrowing Date. Such telephonic request shall be irrevocable and shall be confirmed promptly by hand delivery or fax to the Bank of a written request in a form approved by the Bank and signed by the Borrower. Each telephonic and written request shall specify (i) the principal amount of the Loan, which shall not be less than $500,000 or an integral multiple of $100,000 in excess thereof, (ii) the Borrowing Date, and (iii) the duration of the Interest Period applicable thereto.

(b) Subject to the conditions set forth in Article 3, the Bank will advance the principal amount of each Loan by wire transfer of immediately available funds, by 2:00 p.m., New York City time, on the Borrowing Date in accordance with the following instructions:

(a) Repayment. The Borrower hereby unconditionally promises to pay to the Bank the principal amout of each Loan on the last day of the Interest Period applicable thereto, provided that, on the Maturity Date, the the Borrower shall repay the entire principal amount of all Loans then outstanding.

(b) Recordkeeping. The Bank will record in its internal records the date and amount of each Loan, the amount of principal and interest due and payable from time to time hereunder, each repayment of principal and payment of interest received hereunder. Any such recordation will be rebuttable presumptive evidence of the accuracy of the information so recorded. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligations of the Borrower hereunder or under the Note to pay the principal of and interest on each Loan.

(c) Promissory Note. The Facility shall be evidenced by a promissory note (the "Note”) in the form set forth in Exhibit A hereto. The Borrower shall prepare, execute and deliver to the Bank the Note payable to the Bank in the amount of the Commitment as in effect on the date hereof.

(a) The Borrower may prepay all or any portion of the principal amount of any Loan prior to the maturity thereof provided that the Borrower shall also pay all accrued interest and any applicable expenses pursuant to Section 2.04(c). Any such prepayment shall be upon at least thirty (30) Banking Days’ notice to the Bank. Any notice of prepayment delivered pursuant to this Section 2.04(a) shall set forth the amount of such prepayment which is applicable to any Loan. Each such optional prepayment shall be in the minimum amount of $100,000 or an integral multiple of $50,000 in excess thereof. Any amounts so prepaid pursuant to this Section 2.04(a) may be reborrowed subject to the other terms of this Agreement.

(b) The Borrower may at any time and from time to time cancel all or any part of the Commitment in amounts aggregating $100,000 or an integral multiple of $50,000 in excess thereof, by the delivery to the Bank of a notice of cancellation upon at least five (5) Banking Days’ notice to the Bank, whereupon, all or such portion of the Commitment shall terminate and, if there are any Loans then outstanding in an aggregate amount which exceeds the aggregate Commitment (after giving effect to any such reduction), the Borrower shall prepay to the Bank all or such portion of Loans outstanding on such date in accordance with the requirements of Section 204(a). The Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid.

(c) If the Borrower makes any payment of principal with respect to any Loan (pursuant to Article 2, 7 or 8 or otherwise, and specifically including any payments made pursuant to Section 2.04(a)) on any day other than the last day of the Interest Period applicable thereto, or if the Borrower fails to borrow any Loan after notice has been given to the Bank in accordance with Section 2.02(a), or to prepay any Loan, after notice has been given to the Bank in accordance with Section 2.04(a), the Borrower shall reimburse the Bank within [15] days after demand for any resulting loss or expense incurred by it, including any lost profit or margin and any loss incurred in obtaining, liquidating or employing deposits from third parties, provided that the Bank shall have delivered to the Borrower a certificate as to the amount of such loss or expense and the calculation thereof, which certificate shall be conclusive in the absence of manifest error.

(a) Interest Generally. The Borrower agrees to pay interest on the principal balance of each Loan outstanding from time to time for each Interest Period (including the first day but excluding the last day) at a rate equal to the Adjusted LIBOR Rate plus the Margin. The applicable Adjusted LIBOR Rate shall be determined by the Bank, and such determination shall be conclusive absent manifest error.

(b) Default Interest. Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to the Prime Rate plus 2%. Interest payable pursuant to this Section 2.05(b) shall be payable on demand.

(c) Computation and Payment of Interest. All interest hereunder shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed. Accrued interest on each Loan shall be payable in arrears on the last day of each Interest Period, provided that (i) interest accrued pursuant to subsection (b) of this Section shall be payable on demand or, in the absence of demand, in arrears on the last Banking Day of each calendar month and (ii) in the event of any repayment or prepayment a Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

(d) Duration of Interest Periods. The Borrower may select the duration of each Interest Period, in accordance with the definitions in this Agreement, provided the Borrower shall have delivered its irrevocable notice to the Bank not later than 2:00 p.m., New York time, at least three Banking Days before the last day of the then-current Interest Period. If the Borrower shall fail to timely notify the Bank, the Borrower shall be deemed to have selected an Interest Period of one month in duration.

(a) Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder or under any other Facility Document (whether of principal, interest, fees, or amounts payable under Article 8, or otherwise) not later than the time expressly required hereunder or under such other Facility Document for such payment (or, if no such time is expressly required, not later than 11:00 a.m., New York City time), on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Bank, be deemed to have been received on the next succeeding Banking Day for purposes of calculating interest thereon. All such payments shall be made by federal wire to Citibank N.A., New York, ABA No. 021000089, for the account of Sumitomo Mitsui Banking Corporation, account #36023837 (CBDA-2 Loan Services Department, for CHS, Inc.), or to such other location or in such other manner as the Bank shall inform the Borrower in writing. If any payment under any Facility Document shall be due on a day that is not a Banking Day, the date for payment shall be extended to the next succeeding Banking Day (and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension), unless such succeeding Banking Day falls in the next calendar month, in which case payment shall be due on the preceding Banking Day. All payments under each Facility Document shall be made in Dollars.

(b) Application of Insufficient Payments. If at any time insufficient funds are received by and available to the Bank to pay fully all amounts of principal, interest, fees and other amounts then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, and (ii) second, towards payment of principal then due hereunder, and (iii) third, towards payment of any other amounts then due hereunder.

2.07. Fees. The Borrower shall pay to the Bank (a) a one-time, non-refundable fee equal to $70,000.00, payable upon the execution of this Agreement (the “Upfront Fee]’’); and (b) a facility fee equal to 0.30% times the average daily unused amount of the Commitment, for the period commencing on the date of this Agreement through and including the Final Maturity Date, payable quarterly in arrears at the end of each calendar quarter and on the Final Maturity Date (the “Facility Fee’’). All payments of the Upfront Fee and the Facility Fee shall be non-refundable.

3.01 Conditions Precedent. The obligation of the Bank to make the Facility available to the Borrower is subject to the fulfillment of the following conditions precedent, as determined by the Bank:

(a) Representations and Warranties. All representations and warranties made by the Borrower in this Agreement or in connection herewith shall be true and correct on the date of this Agreement and each Borrowing Date as if made as of and on such date.

(b) Documentation. On or prior to the date of this Agreement, the Bank shall have received all of the following, each of which shall have been duly executed by the Borrower and shall be otherwise satisfactory in form and substance to the Bank: (i) a copy of this Agreement; and (ii) the Note, substantially in the form attached hereto as Exhibit A.

(c) Corporate Authorizations. On or prior to the date of this Agreement, the Bank shall have received either the unanimous written consent of the Board of Directors of the Borrower or a certified copy of the resolutions, duly adopted by the Board of Directors, in form and substance satisfactory to the Bank, authorizing the execution, delivery and performance by the Borrower of this Agreement and the Note, together with certification of the signature and authority of the officer signing this Agreement and the Note.

(d) No Event of Default or Default. No Event of Default and no Default shall have occurred and be continuing on the date of this Agreement or on any Borrowing Date.

(e) Payment of Fees. As of each Borrowing Date, the Borrower shall have paid in full of all fees due hereunder or in connection herewith, including the Upfront Fee and the Facility Fee described in Section 2.07 hereof.

To induce the Bank to make the Loans hereunder, the Borrower makes to the Bank all of the representations and warranties set forth in Article 9 of the Syndicated Agreement, and all such representations and warranties are incorporated by reference mutatis mutandis, except that the representations in Section 9.13 of the Syndicated Agreement are made with respect to the consolidated balance sheets of the Borrower and its Subsidiaries as of November 12, 2010, or with reference to such date, as applicable.

From and after the date of this Agreement and until the Loans and all and other amounts payable by Borrower pursuant to the Facility Documents (including interest, expenses, charges and other amounts accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) are indefeasibly paid in full and the Bank has no obligation to make any Loan hereunder, the Borrower agrees that it will observe and comply with all affirmative covenants in Article 11 of the Syndicated Agreement for the benefit of the Bank, and all such covenants are incorporated by reference mutatis mutandis, as if set forth at length herein.

From and after the date of this Agreement and until the Loans and all and other amounts payable by Borrower pursuant to the Facility Documents (including interest, expenses, charges and other amounts accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) are indefeasibly paid in full and the Bank has no obligation to make any Loan hereunder, the Borrower agrees that it will observe and comply with all negative covenants in Article 12 of the Syndicated Agreement for the benefit of the Bank, and all such covenants are incorporated by reference mutatis mutandis, as if set forth at length herein.

7.01 Events of Default. Each of the following events shall constitute an Event of Default under this Agreement:

(a) Non-Payment. The Borrower shall for any reason whatsoever fail to pay in full (i) any amount of principal of any Loan when and as required to be paid herein; or (ii) any interest or fee payable hereunder within three Banking Days after the same shall become due; or (iii) any other amount payable hereunder or pursuant to any other Facility Document when such amount shall become due and payable. Acceptance of partial payment by the Bank shall not constitute a waiver of the Borrower’s failure to make payment in full.

(b) Syndicated Agreement. Any Event of Default set forth in Article 14 of the Syndicated Agreement shall occur, and all such Events of Default are incorporated by reference mutatis mutandis, as if set forth at length herein.

7.02 Consequences. Upon the occurrence of any Event of Default described in Section 14.1(f) of the Syndicated Agreement, the unpaid principal amount of, and any and all accrued interest on, the Loans and any and all accrued fees and other obligations hereunder shall automatically become immediately due and payable, with all additional interest from time to time accrued thereon and without presentation, demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and notice of acceleration), all of which are hereby expressly waived by the Borrower; and upon the occurrence and during the continuance of any other Event of Default, the Bank may exercise any of its rights and remedies hereunder and by written notice to the Borrower declare the Commitment to make Loans to be terminated whereupon the same shall forthwith terminate, declare the unpaid principal amount of and any and all accrued and unpaid interest on the Loans and any and all accrued fees and other obligations hereunder to be, and the same shall thereupon be, immediately due and payable with all additional interest from time to time accrued thereon and without presentation, demand, or protest or other requirements of any kind other than as provided in the Facility Documents (including, without limitation, valuation and appraisement, diligence, presentment, and notice of intent to demand or accelerate), all of which are hereby expressly waived by the Borrower.

8.01 Dollar Transaction. This is an international loan transaction in which the specification of U.S. Dollars and payment in the United States is of the essence, and U.S. Dollars shall be the currency of account, of advance and of payment in all events. The obligation of the Bank to advance and of the Borrower to pay amounts due hereunder shall not be discharged by payment of an amount in another currency or in another place, whether pursuant to a judgment or otherwise. In the event that any payment, whether pursuant to a judgment or otherwise, shall be made in a currency other than U.S. Dollars or in a place other than within the United States, such amount shall be promptly converted into U.S. Dollars and transferred to New York under normal banking procedures at then prevailing spot market foreign exchange rates. In the event that any such payment does not satisfy the obligations of the Borrower hereunder, the Bank shall be entitled to demand immediate payment of, and shall have a separate cause of action against the Borrower for, the U.S. Dollars deficiency in respect of the payments due to it.

8.02 Net Payments. All payments made by the Borrower hereunder or under the Note will be made without setoff, counterclaim or other defense. All amounts payable by the Borrower hereunder or under the Note, whether of principal, interest, fees, expenses or otherwise, shall be paid in full, free of all taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any kind now or hereafter levied, collected, withheld, assessed or otherwise imposed by any country (or by a political subdivision thereof) or any other jurisdiction or taxing authority whatsoever, except in the case of the taxes imposed on the overall net income of the Bank by the jurisdiction in which its principal executive office or the Lending Office is located or by any taxing authority of or in any such jurisdiction (collectively, “Charges”). If any Charges are so levied or imposed, the Borrower agrees to pay the full amount of such Charges and any additional amounts as may be necessary so that every payment due hereunder or under the Note, after withholding or deduction or on account of any Charges, will not be less than the amount provided for herein or in the Note. The Borrower shall promptly furnish to the Bank copies of tax receipts or other evidence of the payment by the Borrower of any Charges, and if the Bank pays any Charges, the Bank shall furnish copies of receipts or other evidence of such payment to the Borrower.

8.03 Taxes Assessed to Bank. If the Borrower is prohibited by law from making one or more payments under this Agreement or under the Note free of Charges in accordance with Section 8.02 hereof, or if any taxing authority referred in Section 8.02 shall at any time assert that the Bank is required to pay any such Charges with respect to payments made by the Borrower under this Agreement or under the Note, then the Borrower shall pay such additional amount to the Bank as may be necessary in order that the actual amount received by the Bank after all Charges (and after payment of any additional Charges due as a consequence of the payment of such additional amount) shall equal the amount that would have been received by the Bank if such Charges were not required. Whenever any such Charges are required to be withheld or deducted from any amounts payable to the Bank hereunder or under the Note, the Borrower shall pay such Charges to the appropriate taxing authority for the account of the Bank and, as promptly as possible thereafter, send to the Bank an official receipt showing payment thereof, together with such additional documentary evidence as may be reasonably required from time to time by the Bank. If the Borrower fails to pay any such Charges when due to the appropriate taxing authority or fails to remit any such official receipts or other required documentary evidence, the Borrower agrees to indemnify the Bank for and to hold the Bank harmless from and against any incremental taxes, interest or penalties that may become payable by the Bank as a result of such failure.

8.04 Illegality. Notwithstanding any other provision in this Agreement to the contrary, if any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any new request, interpretation or directive of any relevant central bank or other Governmental Authority, shall make it unlawful for the Bank (or its Lending Office) to provide or maintain the Facility or fund any Loan, the Facility shall thereupon terminate, and the principal amount of the Loans shall be prepaid as soon as practicable together with all interest accrued thereon and any other amounts then due and payable under this Agreement including without limitation any Special Costs (as defined in Section 8.09 below) relating thereto. Upon the occurrence of any such change or request making it unlawful for the Bank to maintain the Facility as aforesaid, the Bank shall promptly forward to the Borrower evidence certified by the Bank as to such change or request.

8.05 Change in Law. If any change in any applicable law, rule or regulation, or in the interpretation or administration thereof, or compliance by the Bank with any request or guideline of any relevant central bank or other Governmental Authority which is adopted or comes into effect after the date hereof (whether or not having the force of law) shall change the basis of taxation of payments to the Bank (or its Lending Office) of the principal of or interest on any Loan or any other amounts payable under this Agreement (other than the imposition of a tax based on the overall net income of the Bank by the jurisdiction in which its principal executive office or the Lending Office is located or by any taxing authority thereof), or shall impose, modify or deem applicable any new requirement with respect to assets of, deposits with or for the account of, or credit extended by the Bank (or its Lending Office) or shall impose on the Bank any other condition which is adopted or comes into effect after the date hereof affecting this Agreement, the Note or the Loans, and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining the Loans or the Facility or to reduce any amount received or receivable by the Bank (or its Lending Office) hereunder or the rate of return on assets or equity of the Bank by an amount deemed by the Bank to be material, then the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such additional cost or reduction. The Bank agrees that it will promptly notify the Borrower of any event which will entitle it to an additional amount pursuant hereto. The circumstance that any amount is or may be otherwise payable to the Bank as a “Charge” shall not prejudice the Bank’s rights under this Section 8.05; provided that there shall be no duplication of payments.

8.06 Change in Lending Office. The Bank agrees that, upon the occurrence of any event giving rise to the operation of Sections 8.03, 8.04 or 8.05, upon the Borrower’s request, it will use reasonable efforts to designate another Lending Office for the Facility with the object of avoiding the consequence of the event giving rise to the operation of Section 8.03, 8.04 or 8.05, as the case may be, provided, that such designation is made on such terms that the Bank and its Lending Office suffer no economic, legal or regulatory disadvantage. Nothing in this Section 8.06 shall affect or postpone any of the obligations of the Borrower or the rights of the Bank provided in this Article 8.

8.07 Payment of Charges. All amounts payable to the Bank pursuant to this Article 8, shall be payable upon the written demand of the Bank. A certificate of the Bank setting forth the basis in reasonable detail for the determination of such amounts shall be conclusive as to the determination of such amount in the absence of numerical error.

8.08 Expenses. The Borrower agrees to promptly pay the Bank for all reasonable out-of-pocket expenses incurred by the Bank in connection with the preparation, execution and delivery, the amendment or modification and the enforcement of this Agreement and the Note, including, without limitation, fees and expenses of counsel.

8.09 Indemnity. The Borrower shall, on demand, indemnify the Bank against any and all costs, losses, expenses or liabilities sustained or incurred by the Bank (“Special Costs”) as a result of (i) any Loan not being made for any reason, including, without limitation, non-fulfillment of any of the conditions set forth in Article 3 or the withdrawal or recission of any request for a Loan given in accordance with Section 2.02; (ii) the occurrence of any Event of Default or the failure of a warranty set forth in Article 4; (iii) the accelerated repayment of any Loan pursuant to Article 7 hereof; (iv) the repayment, prepayment, receipt or recovery in any other manner of any Loan or any other amount due under any Facility Document on any day other than the day scheduled for the repayment, prepayment, receipt or recovery thereof; or (v) the failure of the Borrower to make prepayment after having given notice thereof to the Bank pursuant to Section 2.04.

9.01 Amendments, Etc. No amendment, modification, termination, or waiver of any provision of any Facility Document to which the Borrower is a party, nor consent to any departure by the Borrower from any Facility Document to which it is a party, shall in any event be effective unless the same shall be in writing and signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

(a) This Agreement and the Note shall be governed by and construed in accordance with the laws of the State of New York. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and any New York state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Agreement, the Note, the Facility, or the Loans.

(b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

9.03 No Waivers. No failure or delay of the Bank to require performance by the Borrower or to enforce any provision of this Agreement or the Note shall prejudice its rights to require performance thereof and to enforce such provision unless and until such performance has been waived in writing in accordance with Section 9.01 hereof. Any waiver of an Event of Default shall be effective only in accordance with its terms and may be restricted or conditioned in any way.

9.04 Counterparts. This Agreement may be signed in any number of counterparts. Any single counterpart or a set of counterparts signed, in either case, by all the parties hereto shall constitute a full and original agreement for all purposes.

9.05 Notices. Any notice required or permitted to be given hereunder shall be in writing and shall be (i) delivered personally or by overnight courier; (ii) transmitted by first class mail, postage prepaid; or (iii) transmitted by telex or fax to the parties at their addresses or fax numbers, as applicable, set forth below. All notices and other communications shall be effective on (i) the date of receipt if delivered personally or by overnight courier; (ii) the date of receipt if transmitted by mail; or (iii) the date of transmission, with confirmed answerback if transmitted by telex, or upon receipt of a legible copy, if transmitted by fax. Any party may change its address for the purposes hereof by notice to the other parties in accordance with this Section 9.05.

9.06 Successors and Assigns; Assignments; Participations. This Agreement shall be binding upon and inure to the benefit of the Borrower and the Bank and their respective successors and assigns, except that the Borrower may not assign or transfer the Loans or any of its rights or obligations under any Facility Document without the prior written consent of the Bank. The Bank may at any time (i) transfer, negotiate, assign, or sell participating interests in the Loans and its other interests under the Facility Documents to one or more other financial institutions or (ii) create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such security interest or pledge in any manner permitted under applicable law.

9.07 Set-Off. If an Event of Default shall have occurred and be continuing, the Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Bank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, irrespective of whether or not the Bank shall have made any demand under this Agreement and although such obligations may be unmatured. The Bank’s rights under this Section 9.07 are in addition to other rights and remedies (including other rights of setoff) which the Bank may have.

9.08 Patriot Act. The Bank hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56) (the “Act”), it is required to obtain, verify and record information that identifies each borrower, guarantor or grantor (each, a “Loan Party”), which information includes the name and address of each Loan Party and other information that will allow the Bank to identify such Loan Party in accordance with the Act.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized signatories.

By: /s/ John Schmitz—
Name: John Schmitz
Title: Executive Vice President and Chief Financial
Officer

FOR VALUE RECEIVED, CHS, INC. (the “Borrower”), promises to pay to SUMITOMO MITSUI BANKING CORPORATION (the “Bank”), at its offices at 277 Park Avenue, New York, NY 10172, the principal sum of FORTY MILLION DOLLARS ($40,000,000.00) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Bank to the Borrower under the Credit Agreement (as hereinafter defined)), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

Each payment made on account of the principal of this Note shall be recorded by the Bank on its books and, prior to any transfer of this Note, endorsed by the Bank on a schedule to be attached hereto, provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or hereunder in respect of any Loan.

This Note is the Note referred to in, and is entitled to the benefits of, the $40,000,000.00 Revolving Credit Agreement dated as of December 22, 2010 (as modified and supplemented and in effect from time to time, the “Credit Agreement”) between the Borrower and the Bank, and evidences the Loans made by the Bank thereunder. Terms used but not defined in this Note have the respective meanings assigned to them in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive diligence, presentment, demand, protest and notice of protest, demand, dishonor, non-payment and all other notices of any kind.

The Credit Agreement provides for the acceleration of the maturity of this Note on the occurrence of certain events, and for prepayments of the Loans upon the terms and conditions specified therein.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

COFINA FUNDING, LLC,
as Issuer,
NIEUW AMSTERDAM RECEIVABLES CORPORATION,
as the Conduit Purchaser,
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. “RABOBANK NEDERLAND”, 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 December 23, 2010

NOTE PURCHASE AGREEMENT (“Note Purchase Agreement”) dated as of December 23, 2010, among COFINA FUNDING, LLC (the “Issuer”), NIEUW AMSTERDAM RECEIVABLES CORPORATION (the “Conduit Purchaser”), COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. “RABOBANK NEDERLAND”, NEW YORK BRANCH, as Funding Agent (the “Funding Agent”) and the Committed Purchasers from time to time party hereto.

WHEREAS, the Issuer will issue the variable funding notes pursuant to an Amended and Restated Base Indenture, dated as of December 23, 2010 (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 2010-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:

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:

“Additional Amounts” means all amounts owed by the Issuer pursuant to Section 2.11 and Article VIII, plus Breakage Amounts.

“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.

“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.

“Assignee Committed Purchaser” has the meaning specified in Section 10.04(b).

“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, (c) any other incremental carrying costs incurred with respect to the issuance of such Commercial Paper, (d) 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, and (e) 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; 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.

“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.

“Commitment” means, with respect to any Committed Purchaser, an amount equal to such Purchaser’s Purchaser Percentage multiplied by the Maximum Funded Amount.

“Committed Purchasers” means Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A. “Rabobank Nederland”, 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.

“Conduit Assignee” shall mean any special-purpose vehicle issuing indebtedness in the commercial paper market sponsored by Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A. “Rabobank Nederland”, New York Branch or any affiliate thereof.

“Conduit Purchaser” means Nieuw Amsterdam 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.

“Fee Letter” means the letter or letters between the Issuer and the Funding Agent setting forth certain fees payable by the Issuer in connection with the Note Purchase Agreement.

“Funding Agent” means Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A. “Rabobank Nederland”, 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.

“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.

“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.

“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.

“Notice of Increase” means a written notice of an Increase in the form of Exhibit A.

“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.

“Series 2008-A” means the Series of the “Cofina Variable Funding Asset-Backed Notes” (as defined in the Series 2008-A Supplement) represented by the “Notes” (as defined in the Series 2008-A Supplement) issued by the Base Indenture, as supplemented by the Series 2008-A Supplement.

“Series 2008-A Supplement” means the supplement to the Base Indenture, dated as of November 21, 2008, between the Issuer and the Trustee (as amended, supplemented or otherwise modified from time to time).

“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 Aggregate Maximum Funded Amount” means the aggregate of the “Maximum Funded Amounts” under (and as defined in) all Unexpired Series.

“Unexpired Series True-Up Reduction” has the meaning specified in Section 2.05.

“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 2010-A in the maximum aggregate principal amount equal to the Maximum Funded Amount 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 2010-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), 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.

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;

(vi) After giving effect to such Increase, no Borrowing Base Deficiency shall exist; and

(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.

(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) any 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 Series according to the “Maximum Funded Amount” under (and as defined in) each Unexpired Series (each such weekly “Increase”, an “Unexpired Series True-Up”); provided that if any “Increase” exceeds $500,000, the amount of such “Increase” shall be allocated pro rata across all Series on the date thereof without using the true-up mechanism set forth above. Notwithstanding any other provision hereof or in the Series Supplement to the contrary, following the $50,000,000 “Maximum Funded Amount” reduction under Series 2008-A that occurs on May 31, 2011 and provided no Early Amortization Event or Event of Default has occurred, “Increases” and repayments across Series shall be allocated on a non-pro rata basis until such time as the percentage utilization of the “Maximum Funded Amounts” of Series 2010-A and Series 2008-A are equivalent (and each such “Increase” and repayment during such period shall reduce any inequivalence).

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 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. Each “Reduction” under (and as defined in) any Unexpired Series (including each Reduction hereunder) shall be followed by one or more “Reductions” under (and as defined in) such other Unexpired Series and in such amounts as are necessary to cause the Unexpired Series Aggregate Maximum Funded Amount to be ratably reduced among all Unexpired Series according to the “Maximum Funded Amount” under (and as defined in) each Unexpired Series (each such “Reduction”, an “Unexpired Series True-Up Reduction”). Notwithstanding the foregoing, the Maximum Funded Amount hereunder shall not be reduced ratably in connection with the $50,000,000 “Maximum Funded Amount” reduction under Series 2008-A that occurs on May 31, 2011.

SECTION 2.06 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 2.07 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 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 (3) 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 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.

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 December 23, 2010, 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.

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, as applicable.

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.

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 2010-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.

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).

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 clause (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.

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 Credit Manual. 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.

(f) Creation of New Series. The Issuer shall not create a new Series of Notes without the prior written consent of the Funding Agent.

(g) Amendments. The Issuer shall not enter into any amendment of the Base Indenture, the Servicing Agreement, the Purchase and Contribution Agreement, the CHS Purchase Agreement, the Purchase Agreement or any other Transaction Document (other than a Transaction Document which governs solely one Series) without the prior written consent of the Funding Agent.

(h) Other Series. The Issuer hereby undertakes that if and to the extent that any Transaction Documents related to another Series, whether currently in effect or effective as of a date hereafter (whether by amendment, waiver, consent or otherwise), contains any representation, warranty, covenant, early amortization event, potential early amortization event, default, event of default, indemnity provision, pricing provision or priority of collateral provision or other definitional terms that are more favorable (in the sole discretion of the Funding Agent) than the provisions applicable to Series 2010-A (“More Favorable Documentation”), then, but only for so long as such More Favorable Documentation remains in effect, it will deem the provisions applicable to Series 2010-A to be automatically amended to reflect such More Favorable Documentation; provided that the Issuer undertakes to so amend and restate any of the Transaction Documents to reflect such More Favorable Documentation if reasonably requested to do so by the Funding Agent.

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.

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;

(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 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 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 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 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 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.

(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 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 Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, all conduit rating agency costs incurred by the Funding Agent or the Conduit Lender in connection with the Transaction Documents (including any amounts related to the execution hereof, any renewals and any amendments or extensions). 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 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.

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 on the Series 2010-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 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.

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.

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, 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 without the consent of 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 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, (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.

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 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.

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.

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. “RABOBANK NEDERLAND”, NEW YORK BRANCH,

This Officer’s Certificate is delivered pursuant to: (i) the provisions of Section 4.11 of the Note Purchase Agreement (as amended, modified, waived, supplemented or restated from time to time, the “Note Purchase Agreement”), dated as of December 23, 2010, by and among Cofina Funding, LLC, as issuer (the “Issuer”), Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A. “Rabobank Nederland”, New York Branch (the “Funding Agent”), as Funding Agent for the Purchasers, and the financial institutions from time to time parties thereto, as Committed Purchasers, and (ii) the provisions of Section 2.2(a)(vii) of the Amended and Restated Base Indenture (as amended, modified, waived, supplemented or restated from time to time, the “Base Indenture”), dated as of December 23, 2010, by and between the Issuer, as issuer, and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein have the meanings provided in the Base Indenture and Note Purchase Agreement.

The undersigned, a duly elected Responsible Officer of the Issuer, hereby certifies to the Funding Agent, as follows:

(i) all terms, covenants, agreements and conditions of the Transaction Documents to which the Issuer is a party to be complied with and performed by the Issuer at or before the date hereof have been complied with and performed in all material respects;

(ii) each of the representations and warranties of the Issuer made in the Transaction Documents to which it is a party are true and correct in all material respects as of the date hereof (except to the extent they expressly relate to an earlier or later time); and

(iii) on the date hereof, after giving effect to the New Series Issuance, no Borrowing Base Deficiency will exist.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the date first written above.

Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A. “Rabobank Nederland”, New York Branch

ARTICLE IDEFINITIONS

SECTION 1.01

Certain Defined Terms

SECTION 1.02

Other Definitional Provisions

ARTICLE IIPURCHASE AND SALE

SECTION 2.01

Purchase and Sale of the VFN

SECTION 2.02

Initial Purchase Price

SECTION 2.03

Increases

SECTION 2.04

Extension of Purchase Expiration Date

SECTION 2.05

Reduction of Maximum Funded Amount

SECTION 2.06

Calculation of Monthly Interest

SECTION 2.07

Benefits of Indenture

SECTION 2.08

Broken Funding

SECTION 2.09

Illegality

SECTION 2.10

Inability to Determine Eurodollar Rate

SECTION 2.11

Fees

ARTICLE IIICLOSING

SECTION 3.01

Closing

SECTION 3.02

Transactions to be Effected at the Closing

ARTICLE IVCONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE12

SECTION 4.01

Performance by Cofina Entities

SECTION 4.02

Representations and Warranties

SECTION 4.03

Corporate Documents

SECTION 4.04

Opinions of Counsel

SECTION 4.05

Reports

SECTION 4.06

Financing Statements

SECTION 4.07

Documents

SECTION 4.08

VFN

SECTION 4.09

No Actions or Proceedings

SECTION 4.10

Approvals and Consents

SECTION 4.11

Officer’s Certificates

SECTION 4.12

Accounts

SECTION 4.13

Expenses

SECTION 4.14

Liens

SECTION 4.15

Other Documents

SECTION 4.16

Payment of Fees

ARTICLE VREPRESENTATIONS AND WARRANTIES OF THE ISSUER

SECTION 5.01

Representations and Warranties of the Issuer

SECTION 5.02

Reaffirmation of Representations and Warranties by the Issuer

ARTICLE VIREPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE FUNDING AGENT AND THE PURCHASERS

SECTION 6.01

Securities Laws; Transfer Restrictions

SECTION 6.02

Enforceability

ARTICLE VIICOVENANTS

SECTION 7.01

Covenants

SECTION 7.02

Incorporation

ARTICLE VIIIINDEMNIFICATION

SECTION 8.01

Indemnification

SECTION 8.02

Indemnity for Reserves and Expenses

SECTION 8.03

Indemnity for Taxes

SECTION 8.04

Other Costs, Expenses and Related Matters

ARTICLE IXTHE FUNDING AGENT

SECTION 9.01

Authorization and Action

SECTION 9.02

Funding Agent’s Reliance, Etc

SECTION 9.03

Funding Agent and Affiliates

SECTION 9.04

Indemnification

SECTION 9.05

Purchase Decision

SECTION 9.06

Successor Funding Agent

ARTICLE XMISCELLANEOUS

SECTION 10.01

Amendments

SECTION 10.02

Notices

SECTION 10.03

No Waiver; Remedies

SECTION 10.04

Binding Effect; Assignability

SECTION 10.05

Confidentiality

SECTION 10.06

GOVERNING LAW; JURISDICTION

SECTION 10.07

Wavier of Trial by Jury

SECTION 10.08

No Proceedings

SECTION 10.09

Execution in Counterparts

SECTION 10.10

No Recourse

SECTION 10.11

Survival

AMENDED AND RESTATED BASE INDENTURE, dated as of December 23, 2010, amending and restating that certain Base Indenture, dated as of August 10, 2005 (the “Original Indenture”, as amended and restated by this Agreement, the “Base Indenture”) 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.

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 mutual agreements hereby contained, the parties desire to amend and restate the Original Indenture on the terms and conditions set forth herein as follows:

The Issuer hereby grants to the Trustee on the Initial Closing Date, for the benefit of the Noteholders, each “Indemnified Party”, each “Hedge Counterparty” 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, each Interest Rate Hedge 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.

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 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.

“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.

“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 10.1 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.

“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 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 Amended and Restated Base Indenture, dated as of December 23, 2010 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 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 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.

“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.

“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.

“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 Recoveries, if any, and cash proceeds of Related Security with respect to such Receivable and any Deemed Collections and any proceeds from the sale of such Receivable or any participation interest therein to the extent permitted by the Transaction Documents, 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.

“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;

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

(h) The aggregate Receivable Balance of all Term Loans which are Eligible Receivables cannot exceed 30% of the aggregate Receivable Balance of all Eligible Receivables.

“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.

“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.

“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):

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

“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.

“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 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.

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

“Eligible Interest Rate Hedge Counterparty” means any bank that (A) 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) and (B) is acceptable to the Required Persons for each outstanding VFN Series.

(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;

(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 G;

(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 or a Loss 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 and, solely with respect to any Affiliate of CHS, (A) such Obligor does not beneficially own or hold more than 50% of any class of voting securities or the equity interests in CHS and (B) more than 50% of any class of voting securities or the equity interests in such Obligor is not beneficially owned or held by 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 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;

(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 and the applicable Seller has filed an “all assets” UCC-1 filing against each related Obligor;

(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;

(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;

(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;

(xxxiii) which accrues interest at a floating rate of interest payable in full in cash; provided, however, that up to $30 million of Loan Commitments of Eligible Loans may accrue interest at a fixed rate provided such Eligible Loans are fully hedged by Cofina Financial, LLC pursuant to an Interest Rate Hedge Agreement with an Eligible Interest Rate Hedge Counterparty and the Issuer receives the floating rate payable pursuant to such hedge; and

(xxxiv) if acquired by the Issuer after December 23, 2010, such Receivable was not originated by or acquired from CFA.

“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.

“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.

“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

(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.

“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.

“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.

“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.

“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 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 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.

“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).

“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.

“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.

“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.

“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 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.

“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.

“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.

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).

“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.

“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, collectively (i) 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 and (ii) the Purchase and Sale Agreement, dated as of February 9, 2006, between Cofina Financial, LLC, as purchaser, and CHS Inc., as seller, 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 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 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.

“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 all of the Required Persons (for the avoidance of doubt, any action requiring the consent of the Required Noteholders shall require the unanimous consent of all of the Required Persons).

“Required Persons” means, with respect to any Series of Notes, the “Funding Agent” under the applicable Note Purchase Agreement.

“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 and Cofina Financial, LLC under all Interest Rate Hedge Agreements at such time as determined no less frequently than on a monthly basis.

“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.

“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.

“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 a purchase agreement with Cofina Financial, LLC in form and substance acceptable to the Required Persons for each series, 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.

“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 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.

“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 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.

“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 2008-A, Series 2010-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.

“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:

“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.

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

(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;

(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”.

(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.

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, 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;

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

(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

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 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.

(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.

(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:

(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 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 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.

(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).

(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 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.

(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

(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.

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 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.

(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.

(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.

(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.

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.

(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 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.

(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 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:

(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.

(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 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 IS RESERVED AND SHALL BE SPECIFIED IN ANY
SUPPLEMENT WITH RESPECT TO ANY SERIES OF VARIABLE FUNDING NOTES]
ARTICLE 4.

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.

(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.

(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.

(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.

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 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.

(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 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.

(c) The Spread Maintenance Account. (i) The Trustee, for the benefit of the Secured Parties, shall establish and thereafter maintain 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 Required Spread Maintenance Reserve 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 Required Spread Maintenance Reserve 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.

(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.

(d) The Settlement Accounts. For each Series, the Trustee, for the benefit of the Secured Parties of such Series, shall establish and maintain 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 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 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 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.

(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, by 12:00 noon Eastern Standard time, 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:

(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 Required Spread Maintenance Reserve 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 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;

(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);

(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) 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;

(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.

(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.

(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.

(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 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]
ARTICLE 8.

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 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:

(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;

(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):

(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 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, 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 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.

(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, 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;

(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. The Issuer shall at all times have a net worth (in accordance with GAAP) of at least 15% of the aggregate Program Amount for all Series.

(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 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.

(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 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

(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.

(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.

(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).

(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:

(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 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.

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.

(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 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 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 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.

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(c) 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;

(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;

(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”;

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.

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 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

(ix) Unless otherwise consented to by the Required Persons for each Series, at any time 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

(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.

(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 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.

(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 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 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.

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 11.6. 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.

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.

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:

(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.

(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 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.

(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:

(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.

(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 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.

(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.

(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.

(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.

(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.

(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:

(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.

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 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.

(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;

(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;

(iv) the Trustee meets the requirements of eligibility as a trustee hereunder set forth in Section 12.9.

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.

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 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.

(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 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.

(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 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.

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:

(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;

(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 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 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 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 14.6. 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.

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.

(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

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.

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 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.

(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.

(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 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;

(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.

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 16.8. 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.

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.

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.

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.

Section 16.27. Amendment and Restatement. This Base Indenture amends and restates the Original Indenture and shall not constitute a novation or termination of the Original Indenture or any of the other Transaction Documents, or of any lien or security interest granted thereunder, and all obligations hereunder and thereunder are in all respects without duplication continuing with only the terms hereof and thereof being modified as provided herein or in any other amended, restated, supplement or otherwise modified Transaction Document. Each reference in the other Transaction Documents to the “Indenture,” “thereunder,” “thereof,” “therein” or any other expression of like import referring to the Original Indenture shall mean and be a reference to this Base Indenture.

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.

EXHIBIT A
TO BASE INDENTURE
Form of 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.

WHEREAS, the Issuer and the Trustee are parties to the Base Indenture dated as of December 23, 2010 (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;

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.

By: /s/ Michelle Moeller—
Name: Michelle Moeller
Title: Vice PresidentEXHIBIT B

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.

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.

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.

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.

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 Base Indenture, 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.

ARTICLE 1.DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.

Definitions

Section 1.2.

Incorporation by Reference of Trust Indenture Act

Section 1.3.

Cross-References

Section 1.4.

Accounting and Financial Determinations; No Duplication

Section 1.5.

Rules of Construction

Section 1.6.

Other Definitional Provisions

ARTICLE 2.THE NOTES

Section 2.1.

Designation and Terms of Notes

Section 2.2.

New Series Issuances

Section 2.3.

[Reserved]

Section 2.4.

Execution and Authentication

Section 2.5.

Authenticating Agent

Section 2.6.

Registration of Transfer and Exchange of Notes

Section 2.7.

Appointment of Paying Agent

Section 2.8.

Paying Agent to Hold Money in Trust

Section 2.9.

Private Placement Legend

Section 2.10.

Mutilated, Destroyed, Lost or Stolen Notes

Section 2.11.

Temporary Notes

Section 2.12.

Persons Deemed Owners

Section 2.13.

Cancellation

Section 2.14.

Release of Trust Estate

Section 2.15.

Payment of Principal and Interest

Section 2.16.

Book-Entry Notes

Section 2.17.

Notices to Clearing Agency

Section 2.18.

Definitive Notes

Section 2.19.

Global Note; Euro-Note Exchange Date

Section 2.20.

Tax Treatment

ARTICLE 3.[ARTICLE 3 IS RESERVED AND SHALL BE SPECIFIED IN ANY 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 Noteholders49

Section 4.2.

Preservation of Information; Communications to Noteholders

Section 4.3.

Reports by Issuer

Section 4.4.

Reports and Records for the Trustee and Instructions

ARTICLE 5.ALLOCATION AND APPLICATION OF COLLECTIONS

Section 5.1.

Rights of Noteholders

Section 5.2.

Collection of Money

Section 5.3.

Establishment of Accounts

Section 5.4.

Collections and Allocations

Section 5.5.

Determination of Interest Payments

Section 5.6.

Determination of Principal Amounts

Section 5.7.

General Provisions Regarding Accounts

Section 5.8.

[Reserved]

Section 5.9.

Release of Trust Estate

Section 5.10.

Prepayment of Notes

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]

ARTICLE 8.COVENANTS

Section 8.1.

Payment of Notes

Section 8.2.

Maintenance of Office or Agency

Section 8.3.

Money for Payments To Be Held in Trust

Section 8.4.

Conduct of Business and Maintenance of Existence

Section 8.5.

Protection of the Trust Estate

Section 8.6.

Affirmative Covenants of Issuer

Section 8.7.

Performance of Obligations; Servicing of Receivables

Section 8.8.

Negative Covenants

Section 8.9.

Annual Statement as to Compliance

Section 8.10.

Investments

Section 8.11.

Use of Proceeds

Section 8.12.

Servicer’s Obligations

Section 8.13.

Guarantees, Loans, Advances and Other Liabilities

Section 8.14.

Capital Expenditures

Section 8.15.

Name; Principal Office

Section 8.16.

Further Instruments and Acts

Section 8.17.

Income Tax Characterization

Section 8.18.

Perfection Covenants

ARTICLE 9.REPRESENTATIONS AND WARRANTIES OF THE ISSUER

Section 9.1.

Representations and Warranties of the Issuer

ARTICLE 10.EARLY AMORTIZATION EVENTS AND REMEDIES

Section 10.1.

Early Amortization Events

ARTICLE 11.EVENTS OF DEFAULT; REMEDIES

Section 11.1.

Events of Default

Section 11.2.

Rights of the Trustee Upon Events of Default

Section 11.3.

Collection of Indebtedness and Suits for Enforcement by Trustee

Section 11.4.

Remedies

Section 11.5.

[Reserved]

Section 11.6.

Waiver of Past Events

Section 11.7.

Limitation on Suits

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	86
Section 11.15.	Control by Required Noteholders	86
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		87
Section 12.1.	Duties of the Trustee	87
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	92
Section 12.7.	Replacement of the Trustee	92
Section 12.8.	Successor Trustee by Merger, etc	94
Section 12.9.	Eligibility: Disqualification	94
Section 12.10.	Appointment of Co-Trustee or Separate Trustee	94
Section 12.11.	Reports by Trustee to Holders	96
Section 12.12.	Representations and Warranties of Trustee	96
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	97
ARTICLE 13.DISCHARGE OF INDENTURE		97
Section 13.1.	Satisfaction and Discharge of Indenture	97
Section 13.2.	Application of Issuer Money	98
Section 13.3.	Repayment of Moneys Held by Paying Agent	98
Section 13.4.	Cleanup Call	98
Section 13.5.	Final Payment with Respect to Any Series	98
Section 13.6.	Termination Rights of Issuer	99
ARTICLE 14.AMENDMENTS		100
Section 14.1.	Without Consent of the Noteholders	100
Section 14.2.	Supplemental Indentures with Consent of Required Noteholders	101
Section 14.3.	Execution of Supplemental Indentures	103
Section 14.4.	Effect of Supplemental Indenture	103
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	104
Section 14.10.	The Trustee to Sign Amendments, etc	104
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	105
ARTICLE 16.MISCELLANEOUS		105
Section 16.1.	Compliance Certificates and Opinions, etc	105
Section 16.2.	Form of Documents Delivered to Trustee	106
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	109
Section 16.7.	[Reserved]	109
Section 16.8.	Effect of Headings and Table of Contents	109
Section 16.9.	Successors and Assigns	109
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	110
Section 16.15.	Recording of Indenture	110
Section 16.16.	Issuer Obligation	110
Section 16.17.	No Bankruptcy Petition Against the Issuer	110
Section 16.18.	No Joint Venture	111
Section 16.19.	Rule 144A Information	111
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	112

COFINA FUNDING, LLC,
as Issuer
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
SERIES 2010-A SUPPLEMENT
Dated as of December 23, 2010
to
AMENDED AND RESTATED BASE INDENTURE
Dated as of December 23, 2010
COFINA FUNDING, LLC
SERIES 2010-A

SERIES 2010-A SUPPLEMENT, dated as of December 23, 2010 (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 Amended and Restated Base Indenture referred to below, the “Trustee”), to the Base Indenture, dated as of December 23, 2010, 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.

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.

(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 2010-A (the “Notes”). The Notes shall constitute “Warehouse Notes” (as defined in the Base Indenture).

(b) Series 2010-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, (i) with respect to that portion of the Notes accruing interest at the Blended Rate (as defined in the Note Purchase Agreement), the period beginning on and including the first day of the preceding calendar month and ending on and including the last day of the preceding calendar month, except that the initial Accrual Period shall begin on and include the Closing Date and the final Accrual Period shall end on but include the Series 2010-A Termination Date and (ii) in all other cases, 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 initial Accrual Period shall begin on and include the Closing Date and the final Accrual Period shall end on but include the Series 2010-A Termination Date.

“Additional Interest” has the meaning specified in Section 5.12 of the Base Indenture (as provided by Section 8 hereof).

“Fee Amount” has the meaning specified in Section 5.12 of the Base Indenture (as provided by Section 8 hereof).

“Fees” means all of the amounts payable in connection with the Fee Letter (as such term is defined in the Note Purchase Agreement).

“Increase” has the meaning specified in Section 3.1(a) of the Base Indenture (as provided by Section 3 hereof).

“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 $50,000,000.

“Legal Final Settlement Date” means the Settlement Date falling in the 138th complete month following the Rapid Amortization Commencement Date.

“Maximum Principal Amount” means the Maximum Funded Amount (as defined in the Note Purchase Agreement).

“Monthly Interest” has the meaning specified in Section 5.12 of the Base Indenture (as provided by Section 8 hereof).

“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 Purchase Agreement” means the Note Purchase Agreement, dated as of December 23, 2010, among the Issuer, Nieuw Amsterdam Receivables Corporation, as Conduit Purchaser, Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A. “Rabobank Nederland”, 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 their respective permitted successors and assigns, 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 or Accrual 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 2010-A Financing Costs (as defined in the Note Purchase Agreement) with respect to such Settlement Period or Accrual Period pursuant to the Note Purchase Agreement).

“Noteholder” means with respect to any Note, the holder of record of such Note.

“Permitted Settlement Date Withdrawal” means, with respect to the Notes for any Settlement Date, the amount set forth in Section 5.13 of the Base Indenture (as provided by Section 8 hereof).

“Purchase Expiration Date” has the meaning specified in the Note Purchase Agreement.

“Rapid Amortization Period” means the period commencing on the Rapid Amortization Commencement Date and ending on the Series 2010-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.

“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 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 2010-A” means the Series of the Cofina Variable Funding Asset-Backed Notes represented by the Notes.

“Series 2010-A Interest Payment” means, with respect to any Settlement Date, the Monthly Interest for such Settlement Date.

“Series 2010-A Settlement Account” means the Settlement Account established as such for the benefit of the Secured Parties of this Series 2010-A pursuant to Section 5.3 of the Base Indenture and Section 5.11 of the Base Indenture (as provided by Section 8 hereof).

“Series 2010-A Termination Date” means the Settlement Date on which the Notes, plus all other amounts due and owing to the Series 2010-A Noteholders and the Indemnified Parties 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 2010-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:

(a) Subject to satisfaction of the conditions precedent set forth in Section 3.1(b), (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 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 any 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 (including any Settlement Date), the Issuer will have the option (upon at least 2 Business Days’ notice to the Funding Agent) 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 accrued interest on the principal balance being prepaid and any related Breakage Amount shall be paid on the immediately following Settlement Date. 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 2010-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 other than Series 2010-A (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 Series 2010-A in the amount necessary to cause the aggregate of such prepayments to be ratably allocated among each Series (such that each Series is utilized in the same proportion of its “Maximum Funded Amount” (or, following the end of the applicable revolving periods, such that each Series receives the same proportion of its outstanding note principal amount).

SECTION 4. Principal Payments on the Notes. The principal balance of the Series 2010-A Notes shall be payable on each Settlement Date from amounts on deposit in the Series 2010-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 2010-A Notes have been accelerated in accordance with the provisions of the Base Indenture and (y) the Legal Final Settlement Date.

(a) The Notes shall be subject to purchase by the initial Servicer at its option, in accordance with the terms specified in Section 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. Any exercise by the initial Servicer of a purchase option with respect to any Series other than Series 2010-A shall be accompanied by a concurrent purchase of Series 2010-A hereunder unless otherwise consented to in writing by the Funding Agent.

(b) The deposit to the Series 2010-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 2010-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 2010-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.

(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:

(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, 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, 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 clause (2), 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 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 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 2010-A and shall be applicable only to the Notes:

ARTICLE 5
SERIES 2010-A SETTLEMENT ACCOUNT AND
ALLOCATION AND APPLICATION OF AMOUNTS THEREIN

SECTION 5.11 Series 2010-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 2010-A Note is Outstanding, an account designated as the “Series 2010-A Settlement Account”, which account shall be held by the Trustee for the benefit of the Holders of the Series 2010-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 2010-A Notes shall be accumulated in, and withdrawn from, the Series 2010-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 sum of (x) 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 and (y) any Monthly Interest not paid in full on the preceding Settlement Date plus interest thereon at the applicable Note Rate (the “Monthly Interest”); provided, however, that in addition to Monthly Interest, an amount equal to the sum of (i) the amount of any unpaid Fees for the related Accrual Period as determined pursuant to the Note Purchase Agreement (the “Fee Amount”), plus (ii) any Additional Amounts for the related Accrual Period as determined pursuant to the Note Purchase Agreement, plus (iii) 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 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.

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 2010-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 2010-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 2010-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 2010-A Settlement Account. On each Settlement Date, the Trustee shall distribute funds then on deposit in the Series 2010-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 2010-A Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the Series 2010-A Interest Payment for such Settlement Date;

(2) To each Series 2010-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 2010-A Noteholders on such Settlement Date;

(3) To each Series 2010-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 2010-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 2010-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 2010-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 2010-A Noteholder (as of the related Record Date), an amount equal to its pro rata portion of the Series 2010-A Interest Payment for such Settlement Date;

(2) To each Series 2010-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 2010-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 2010-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 Required Person with respect to Series 2010-A (if related solely to the Series 2010-A Settlement Account or the Required Persons with respect to all Series, if related to any other account).

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:

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), by 12:00 noon Eastern Standard Time, such Noteholder’s pro rata share of the amounts on deposit in the Series 2010-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.

(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:

(iii) the amount of such distribution allocable to Trustee Fees and Expenses, Custodian fees and expenses, Monthly Interest, 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) the 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;

(b) Annual Noteholders’ Tax Statement. On or before January 31 of each calendar year, beginning with the calendar year 2012, 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 2010-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 2010-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 2010-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 an “Early Amortization Event” under the Base Indenture occurs.

(a) The Issuer may redeem the Notes in full on the Commitment Termination Date through a refinancing. If the Issuer refinances any other Series on its commitment termination date, the Issuer covenants and agrees to refinance the Notes in full concurrently (unless otherwise agreed to in writing by the Funding Agent). 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 2010-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 2010-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 2010-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 shall be subject to the restrictions thereon, if applicable, in the Note Purchase Agreement. Any amendment, waiver or other modification to this Series Supplement shall be subject to the consent of the Required Persons as defined herein.

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 2010-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 event 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 2010-A Note hereunder.

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.

By: /s/ Michelle Moeller—
Name: Michelle Moeller
Title: Vice PresidentEXHIBIT A

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 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.

THE PRINCIPAL OF THIS NOTE MAY BE INCREASED AND DECREASED AS SPECIFIED IN THE SERIES 2010-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, 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 COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. “RABOBANK NEDERLAND”, 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 2010-A Supplement, dated as of December 23, 2010 (as amended, supplemented or otherwise modified from time to time, the “Series 2010-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 2010-A Supplement). The Issuer will pay interest on this Note on each Settlement Date at the Note Rate (as defined in the Series 2010-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 2010-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.

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.

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.

This is one of the Notes referred to in the within mentioned Series 2010-A Supplement.

U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Series 2010-A Cofina Variable Funding Asset-Backed Notes (herein called the “Notes”), all issued under the Series 2010-A Supplement to the Base Indenture dated as of December 23, 2010 (such Base Indenture, as supplemented by the Series 2010-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.

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.

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.

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF DEFINITIVE SECURITIES

This Certificate relates to $ principal amount of Series 2010-A Cofina Variable Funding Asset-Backed Notes held in definitive form by (the “Transferor”) issued pursuant to the Amended and Restated Base Indenture dated as of December 23, 2010 between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee, as supplemented by the Series 2010-A Supplement dated as of December 23, 2010 (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:

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.

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.

SECTION 7. Form of Delivery of the Notes; Denominations; Transfer Restrictions 7

¹NOTE: 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.

THIS AGREEMENT (the “Agreement”) is hereby entered into as of the 23 day of December, 2010 (the “Effective Date”), by and between CHS Inc. (the “Company”) and Jay Debertin (“Executive”) (each hereinafter referred to as a “party” and collectively as “the parties”).

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company to assure that the Company will have the continued services and dedication of the Executive, notwithstanding the election of a new Chief Executive Officer of the Company. The Board believes that it desirable to diminish the inevitable distraction of Executive by virtue of the personal uncertainties created by a change of the Chief Executive Officer of the Company, to whom Executive directly reports, and to confirm the compensation and benefit arrangements of the Executive for the transitional period of the Company’s new Chief Executive Officer. In order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

In consideration of the respective agreements of the parties contained herein, it is agreed as follows:

Term. The term of this Agreement shall be for the period commencing on the Effective Date and ending, subject to earlier termination as set forth in Section 7, on the second anniversary of the Effective Date (such term, as may be hereafter extended, the “Employment Term”). Notwithstanding this Agreement, Executive’s employment with the Company shall be “at will”.

(a)

Executive shall (i) serve as an Executive Vice President of the Company, with such authority, power, duties and responsibilities as are commensurate with such position and as are customarily exercised by a person situated in a similar executive capacity at a similar company, and (ii) report directly to the Chief Executive Officer of the Company (the “CEO”).

(b)

Executive shall devote his full-time business attention to the business and affairs of the Company and he shall perform his duties faithfully and efficiently subject to the directions of the CEO. Executive may serve on civil or charitable boards or committees, or with the approval of the CEO, public company boards or committees thereof, as long as such service does not interfere with the performance of his responsibilities hereunder and subject to the Company’s code of conduct and other applicable policies as in effect from time to time. Executive may manage personal and family investments and affairs, participate in industry organizations and deliver lectures at educational institutions, so long as such activities do not interfere with the performance of Executive’s responsibilities hereunder. Executive shall be subject to and shall abide by each of the Company’s personnel policies applicable to other senior executives.

(a)

Base Salary. The Company agrees to pay or cause to be paid to Executive during the Employment Term a base salary at the annual rate of $550,000 or such increased amount as the CEO may from time to time determine (hereinafter referred to as the “Base Salary”); provided, however, that the Base Salary may be reduced by no more than 10% in connection with an across-the-board salary reduction by the Company similarly affecting all senior executives of the Company. The Base Salary shall be payable in accordance with the Company’s customary practices applicable to its executives. Such Base Salary shall be reviewed by the CEO pursuant to the Company’s normal performance review policies for senior executives.

(b)

Annual Incentive Compensation. For each fiscal year of the Company ending during the Employment Term, Executive shall be eligible to receive target annual cash incentive compensation of 70% of the Base Salary as in effect on the final day of such fiscal year (such target incentive compensation, as may hereafter be increased, the “Target Annual Incentive”) with the opportunity to receive a maximum annual cash incentive compensation of 140% of the Base Salary, as approved by the Board upon the recommendation of the CEO, if the Company and Executive achieve certain performance targets set by the Board upon the recommendation of the CEO. Such annual incentive compensation (“Annual Incentive Compensation”) shall be paid in no event later than the 15th day of the third month following the end of the taxable year (of the Company or Executive, whichever is later) in which the performance targets have been achieved.

(c)

Long-Term Incentive Opportunity. To the extent the Company determines to award long-term incentive compensation, Executive shall be eligible to participate in such programs (subject to the terms and conditions set forth in the applicable plan and agreements) and shall be eligible to receive a target long-term incentive award of 70% of the Base Salary as in effect on the final day of preceding fiscal year (such target award, the “Target LTIP Award”) with the opportunity to receive a maximum long-term incentive award of 140% of the Base Salary, as approved by the Board upon the recommendation of the CEO, if the Company and Executive achieve certain performance targets during certain performance periods, each as set by the Board upon the recommendation of the CEO.

(a)

Employee Benefits. During the Employment Term, Executive shall be entitled to participate in all employee benefit plans, practices and programs maintained by the Company and made available to employees generally (other than plans in effect on the date hereof that are closed to new participants), to the extent Executive is eligible under the terms of such plans. Executive’s participation in such plans, practices and programs shall be on the same basis and terms as are applicable to employees of the Company generally.

(b)

Executive Benefits. During the Employment Term, Executive shall be entitled to participate in such executive benefit plans and to receive such fringe benefits maintained or hereafter established by the Company for the benefit of Executive Vice Presidents of the Company generally, on the same basis and terms as are applicable to such Executive Vice Presidents generally. No additional compensation provided under any of such plans or arrangements shall be deemed to modify or otherwise affect the terms of this Agreement or any of Executive’s entitlements hereunder.

(c)

Business Expenses. Upon submission of proper invoices in accordance with the Company’s policies, Executive shall be entitled to receive prompt reimbursement of all reasonable out-of-pocket business, entertainment and travel expenses incurred by Executive in connection with the performance of Executive’s duties hereunder and otherwise incurred in accordance with the Company’s travel and entertainment policy in effect from time to time. Such reimbursement shall be made as soon as practicable and in no event later than the end of the calendar year following the calendar year in which the expenses were incurred.

(d)

Paid Time Off (PTO). Executive shall be entitled, without loss of pay, to absent himself voluntarily, for illness, vacation or other reasons, from the performance of Executive’s employment under this Agreement, pursuant to the Company’s Paid Time-Off Policy.

Recoupment. In the event of a restatement of the Company’s financial results (other than a prophylactic or voluntary restatement due to a change in applicable accounting rules or interpretations) due to material noncompliance with financial reporting requirements, with respect to any compensation granted (whether already paid or only calculated as payable and yet to be paid) to Executive if the Board determines in good faith good faith that such compensation was awarded (or in the case of unpaid compensation, determined for award) based on such material noncompliance then the Board or a committee thereof comprised of independent (as defined under the rule of the NASDAQ Stock Market) Board members shall be entitled on behalf of the Company to recover all of the Executive’s compensation (or in the case of unpaid compensation, to reduce such compensation) based on the erroneous financial data in excess of what would have been paid (or in the case of unpaid compensation, what should be paid) to the Executive under the accounting restatement. Such recovery period shall comprise up to the three (3) years preceding the date on which the Company is required to prepare the accounting restatement.

In determining whether to seek recovery of compensation, the Board or applicable committee thereof may take into account any considerations it deems appropriate, including whether the assertion of a claim may violate applicable law or adversely impact the interests of the Company in any related proceeding or investigation and the extent to which the Executive was responsible for the error that resulted in the restatement. This Section 5 shall be deemed amended to the extent reasonably necessary to conform to any applicable law or to any Company recoupment policy adopted by the Board for its senior executives.

Termination. The Employment Term and Executive’s employment hereunder may be terminated under the circumstances set forth below; provided, however, that notwithstanding anything contained herein to the contrary, Executive shall not have any duties or responsibilities to the Company after Executive’s termination of employment during the Employment Term or upon expiration of the Employment Term that would preclude Executive from having a “separation from service” from the Company within the meaning of Section 409A of the Code, upon expiration of the Employment Term.

(a)

Disability. The Company may terminate the Employment Term and Executive’s employment hereunder, on written notice to Executive after having reasonably established Executive’s Disability. For purposes of this Agreement, Executive will be deemed to have a “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of the Executive’s duties with the Company for a period of six (6) consecutive months, the Company shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of Termination is given, the Executive shall not have returned to the full-time performance of the Executive’s duties. Executive shall be entitled to the compensation and benefits provided for under this Agreement for any period prior to Executive’s termination by reason of Disability during which Executive is unable to work due to a physical or mental infirmity in accordance with the Company’s policies for similarly-situated executives.

(b)

Death. The Employment Term and Executive’s employment hereunder shall be terminated as of the date of Executive’s death.

(c)

Cause. The Company may terminate the Employment Term and Executive’s employment hereunder for “Cause” by providing a Notice of Termination (as defined in Section 7 below) that notifies Executive of his termination for Cause, effective as of the date of such notice. “Cause” shall mean, for purposes of this Agreement: (a) the deliberate and continued failure to substantially perform Executive’s duties and responsibilities under this Agreement; (b) the criminal felony conviction of, or a plea of guilty or nolo contendere by, Executive; (c) the knowing, willful and material violation of Company policy; (d) the act of fraud or dishonesty resulting or intended to result in personal enrichment at the expense of the Company; (e) the gross misconduct in performance of duties that results in material economic harm to the Company; or (f) the material breach of this Agreement by Executive. Notwithstanding the foregoing, in order to establish “Cause” for Executive’s termination for purposes of clauses (a), (c) and (f) above, the Company must deliver a written demand to Executive which specifically identifies the conduct that may provide grounds for Cause, and the Executive must have failed to cure such conduct within thirty (30) days after such demand. Reference in this paragraph to the Company shall also include direct and indirect subsidiaries of the Company.

(d)

Without Cause. The Company may terminate the Employment Term and Executive’s employment hereunder other than for Cause, Disability or death. The Company shall deliver to Executive a Notice of Termination (as defined in Section 7 below) prior to such termination other than for Cause, Disability or death, which notice shall specify the termination date.

(e)

Good Reason. Executive may terminate the Employment Term and his employment hereunder with the Company for Good Reason (as defined below) by delivering to the Company a Notice of Termination not less than thirty (30) days prior to such termination for Good Reason. The Company shall have the option of terminating Executive’s duties and responsibilities prior to the expiration of such thirty-day notice period. For purposes of this Agreement, “Good Reason” means any of the following: (a) a material diminution in Executive’s duties, title or position; (b) a reduction of ten percent (10%) or more by the Company in the Executive’s Base Salary except for across-the-board salary reductions similarly affecting all senior executive officers of the Company; or (c) a material breach by the Company of its obligations under this Agreement. Good Reason shall not exist unless Executive shall provide notice of the existence of the Good Reason condition within ninety (90) days of the date Executive learns of the condition. The Company shall have a period of thirty (30) days during which it may remedy the condition, and in case of full remedy such condition shall not be deemed to constitute Good Reason hereunder.

(f)

Without Good Reason. Executive may voluntarily terminate the Employment Term and Executive’s employment hereunder without Good Reason by delivering to the Company a Notice of Termination not less than ninety (90) days prior to such termination and the Company shall have the option of terminating Executive’s duties and responsibilities prior to the expiration of such ninety-day notice period.

Notice of Termination. Any purported termination by the Company or by Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice that indicates a termination date, the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated. For purposes of this Agreement, no such purported termination of Executive’s employment hereunder shall be effective without such Notice of Termination (unless waived by the party entitled to receive such notice, in the manner described in Section 14(g)).

Compensation Upon Termination. Upon termination of Executive’s employment during the Employment Term, Executive shall be entitled to the following benefits:

(a)

Termination by the Company for Cause or by Executive Without Good Reason. If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, the Company shall provide Executive with the following payments and benefits (collectively, the “Accrued Compensation”):

(ii)

any Annual Incentive Compensation earned but unpaid in respect of any completed fiscal year preceding the termination date;

(iii)

reimbursement for any and all monies advanced or expenses incurred in connection with Executive’s employment for reasonable and necessary expenses incurred by Executive on behalf of the Company for the period ending on the termination date;

(v)

any previous compensation that Executive has previously deferred (including any interest earned or credited thereon), in accordance with the terms and conditions of the applicable deferred compensation plans or arrangements then in effect, to the extent vested as of Executive’s termination date; and

(vi)

any amount or benefit as provided under any plan, program, agreement or corporate governance document of the Company or its affiliates that are then-applicable (the “Company Arrangements”), in accordance with the terms thereof.

(b)

Termination by the Company for Disability. If Executive’s employment is terminated by the Company for Disability, Executive shall be entitled to the Accrued Compensation.

(c)

Termination By Reason of Death. If Executive’s employment is terminated by reason of Executive’s death, Executive shall be entitled to the Accrued Compensation.

(d)

Termination by the Company Other Than for Cause, Disability or Death, or by Executive with Good Reason. If Executive’s employment with the Company shall be terminated (x) by the Company other than for Cause, Disability or death, or (y) by Executive with Good Reason, Executive shall be entitled, in lieu of any payments and benefits under the Company’s then existing severance policies, to the following payments and benefits; provided that, in the case of clauses (ii), (iii) and (iv) below, Executive shall have executed and not revoked a release of claims in substantially the form set forth in Exhibit A hereto:

(ii)

an amount equal to the product of (A) the Annual Incentive Compensation that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s termination date occurs, had Executive continued in employment until the end of such fiscal year, which amount shall be determined based on the Company’s actual performance for such year relative to the Company performance goals applicable to Executive (with that portion of the Annual Incentive Compensation based upon completion or partial completion of previously specified personal goals equal to 30% of the Target Annual Incentive and without any exercise of negative discretion with respect to Executive with respect to the remainder of the Annual Incentive Compensation in excess of that applied either to senior executives of the Company generally for the applicable performance period or in accordance with the Company’s historical past practice), and (B) a fraction (x) the numerator of which is the number of days in such fiscal year through termination date and (y) the denominator of which is 365; such amount shall be payable in a cash lump sum payment at the time such incentive awards are payable to other participants, but in no event later than the 15th day of the third month following the end of the taxable year (of the Company or Executive, whichever is later) in which the termination took place;

(iii)

in lieu of any further Base Salary or other compensation or benefits not described in clauses (i), (ii), or (iv) for periods subsequent to the termination date, an amount in cash equal to (A) two (2) times Executive’s Base Salary plus (B) two (2) times Executive’s Target Annual Incentive which amount shall be payable in three equal installments of 1/3 of such amount with the first payment payable within (i) sixty (60) days following such termination, (ii) the second payment payable on the first anniversary of such termination, and (iii) the third payment payable on the second anniversary of termination; and

(iv)

the Company shall provide Executive and Executive’s dependents with continued coverage under any health, medical, dental, vision or life insurance program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination, for two (2) years following such termination on terms no less favorable to Executive and Executive’s dependents (including with respect to payment for the costs thereof) than those in effect immediately prior to such termination, which coverage shall cease, on a benefit-by benefit basis, once any coverage is made available to Executive by a subsequent employer. COBRA continuation coverage shall run concurrently with such two-year period. Anything herein to the contrary notwithstanding, the terms of this Section 8(d)(iv) shall be modified to the extent required to meet the provisions of any federal law applicable to the healthcare plans and arrangements of the Company, including to the extent required to maintain the grandfathered status of such plans or arrangements under federal law. Any failure to provide the coverage specified herein shall not in and of itself constitute a breach of this Agreement, provided, however, that the Company shall use its reasonable efforts to provide economically equivalent payments or benefits to Executive to the extent possible without adverse effects on the Company, to the extent permitted by law.

(e)

Expiration of Employment Term After Notice of Non-Renewal by the Company. If the Executive’s employment terminates at the end of the Employment Term because the Company has delivered a notice of non-renewal (as described in Section 1):

(i)

Executive shall be entitled to such payments and benefits as are applicable to Executive under the Company’s severance policies in place as of the end of the Employment Term; and

(ii)

the Company shall provide Executive and Executive’s dependents with continued coverage under any health, medical, dental, vision or life insurance program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination, for two (2) years following such termination on terms no less favorable to Executive and Executive’s dependents (including with respect to payment for the costs thereof) than those in effect immediately prior to such termination, which coverage shall cease, on a benefit-by benefit basis, once any coverage is made available to Executive by a subsequent employer. COBRA continuation coverage shall run concurrently with such two-year period. Anything herein to the contrary notwithstanding, the terms of this Section 8(e)(ii) shall be modified to the extent required to meet the provisions of any federal law applicable to the healthcare plans and arrangements of the Company, including to the extent required to maintain the grandfathered status of such plans or arrangements under federal law. Any failure to provide the coverage specified herein shall not in and of itself constitute a breach of this Agreement, provided, however, that the Company shall use its reasonable efforts to provide economically equivalent payments or benefits to Executive to the extent possible without adverse effects on the Company, to the extent permitted by law.

(f)

No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for under this Agreement by seeking other employment or otherwise and, except as provided in Sections 8(d)(iv) and 8(e)(ii) above, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment.

Section 409A. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, (i) no amounts shall be paid to Executive under Section 8 of this Agreement until Executive would be considered to have incurred a separation from service from the Company within the meaning of Section 409A of the Code, and (ii) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service (or death, if earlier). Each amount to be paid or benefit to be provided to Executive pursuant to this Agreement, which constitutes deferred compensation subject to Section 409A, shall be construed as a separate identified payment for purposes of Section 409A. To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year; provided, however, that with respect to any reimbursements for any taxes which Executive would become entitled to under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which Executive remits the related taxes.

(a)

Executive acknowledges that in connection with the performance of Executive’s duties during the Employment Term, the Company will make available to Executive, or Executive will develop and have access to, certain Confidential Information (as defined below) of the Company and its subsidiaries. Executive acknowledges and agrees that any and all Confidential Information learned or obtained by Executive during the course of Executive’s employment by the Company or otherwise, whether developed by Executive alone or in conjunction with others or otherwise, shall be and is the property of the Company and its subsidiaries.

(b)

Executive shall keep confidential all Confidential Information, shall not use Confidential Information in any manner that is detrimental to the Company, shall not use Confidential Information other than in connection with Executive’s discharge of Executive’s duties hereunder, and shall safeguard the Company from unauthorized disclosure; provided, however, that Confidential Information may be disclosed by Executive (i) to the Company and its affiliates, or to any authorized agent or representative of any of them, (ii) in connection with performing his duties hereunder, (iii) subject to Section 11(c), when required to do so by law or by a court, governmental agency, legislative body, arbitrator or other person with apparent jurisdiction to order him to divulge, disclose or make accessible such information, provided that Executive notify the Company prior to such disclosure, (iv) in the course of any proceeding under Sections 12 or 13 of this Agreement or (v) in confidence to an attorney or other professional advisor for the purpose of securing professional advice, so long as such attorney or advisor is subject to confidentiality restrictions no less restrictive than those applicable to Executive hereunder.

(c)

As soon as possible following the termination of Executive’s employment hereunder, Executive shall return to the Company all written Confidential Information that is in his possession or control and destroy all of his copies of any analyses, compilations, studies or other documents containing or reflecting any Confidential Information. Within five (5) business days of the receipt of such request by Executive, Executive shall, upon written request of the Company, deliver to the Company a document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 10(c).

(d)

For the purposes of this Agreement, “Confidential Information” shall mean all confidential and proprietary information of the Company and its subsidiaries, including, without limitation,

(i)

trade secrets concerning the business and affairs of the Company and its subsidiaries, product specifications, data, know-how, formulae, compositions, processes, non-public patent applications, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures, and architectures (and related formulae, compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information);

(ii)

information concerning the business and affairs of the Company and its subsidiaries (which includes unpublished financial statements, financial projections and budgets, unpublished and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, to the extent not publicly known, personnel training and techniques and materials) however documented; and

(iii)

notes, analysis, compilations, studies, summaries, and other material prepared by or for the Company or its subsidiaries containing or based, in whole or in part, on any information included in the foregoing. For purposes of this Agreement, the Confidential Information shall not include and Executive’s obligations shall not extend to (i) information that is generally available to the public, (ii) information obtained by Executive other than pursuant to or in connection with this employment and (iii) information that is required to be disclosed by law or legal process.

11.

Covenant Not to Solicit, Not to Compete, Not to Disparage and to Cooperate in Litigation.

(a)

Covenant Not to Solicit. To protect the Confidential Information and other trade secrets of the Company as well as the goodwill and competitive business of the Company, Executive agrees, during the Employment Term (i) not to solicit or participate in or assist in any way in the solicitation of any employees of the Company (ii) not to solicit, influence or attempt to influence any person who was a customer of the Company or its affiliates during the period of Executive’s employment hereunder or solicit, influence or attempt to influence potential customers who are or were identified through leads developed during the course of employment with the Company, or otherwise divert or attempt to divert any existing business of the Company and its affiliates. For purposes of clause (i) of this covenant, “solicit” or “solicitation” means directly or indirectly influencing or attempting to influence employees of the Company to cease employment with the Company (except in the course of Executive’s duties to the Company) or to become employed with any other person, partnership, firm, corporation or other entity, provided, that solicitation through general advertising not targeted at the Company’s employees or the provision of references shall not constitute a breach of such obligations. If Executive’s employment with the Company shall be terminated (x) by the Company other than for Cause, Disability or death, or (y) by Executive with Good Reason this Covenant not to Solicit shall be extended for a period of twenty-four (24) months after Executive’s cessation of employment with the Company in consideration of the payments and other benefits to be received by Executive pursuant to Section 8(d) of this Agreement. Executive agrees that the covenants contained in this Section 11(a) are reasonable and desirable to protect the Confidential Information of the Company.

(i)

To protect the Confidential Information and other trade secrets of the Company as well as the goodwill and competitive business of the Company, Executive agrees, during the Employment Term, that Executive will not, except in the course of Executive’s employment hereunder, directly or indirectly for the Executive or any third party, manage, operate, control, or participate in the management, operation, or control of, be employed by, associated with, or in any manner connected with, lend Executive’s name to, or render services or advice to, any third party, or any business, whose services or products compete (including as described below) with the material services or products of the Company; provided, however, that Executive may in any event (x) own up to a 5% passive ownership interest in any public or private entity, and (y) be employed by, or otherwise have material association with, any business whose services or products compete with the material services or products of the Company so long as his employment or association is solely with a separately managed and operated division or affiliate of such business that does not compete with the Company. If Executive’s employment with the Company shall be terminated (x) by the Company other than for Cause, Disability or death, or (y) by Executive with Good Reason this Covenant not to Compete shall be extended for a period of twenty-four (24) months after Executive’s cessation of employment with the Company in consideration of the payments and other benefits to be received by Executive pursuant to Section 8(d) of this Agreement.

(ii)

For purposes of this Section 11(b), any third party, or any business, whose products compete includes any entity engaged in any business or activity which is directly in competition with any services or products sold by, or any business or activity engaged in by, the Company or any of its affiliates, or any entity with which the Company has a product(s) licensing agreement at the end of the Employment Term and any entity with which the Company is, at the time of termination, negotiating, and eventually concludes within twelve (12) months of the Employment Term, a product licensing or acquisition agreement.

(c)

Cooperation in Any Investigations and Litigation. Executive agrees that Executive will reasonably cooperate with the Company, and its counsel, in connection with any investigation, inquiry, administrative proceeding or litigation relating to any matter in which Executive becomes involved or of which Executive has knowledge as a result of Executive’s service with the Company by providing truthful information. The Company agrees to promptly reimburse Executive for reasonable expenses (including attorneys fees and other expenses of counsel) reasonably incurred by Executive, in connection with Executive’s cooperation pursuant to this Section 11(c). Such reimbursements shall be made as soon as practicable, and in no event later than the calendar year following the year in which the expenses are incurred. Executive agrees that, in the event Executive is subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony (in a deposition, court proceeding or otherwise) which in any way relates to Executive’s employment by the Company, Executive will, to the extent not legally prohibited from doing so, give prompt notice of such request to the General Counsel of the Company so that the Company may contest the right of the requesting person or entity to such disclosure before making such disclosure. Nothing in this provision shall require Executive to violate Executive’s obligation to comply with valid legal process.

(d)

Nondisparagement. Executive covenants that during and following the Employment Term, Executive will not disparage or encourage or induce others to disparage the Company or its subsidiaries, together with all of their respective past and present directors and officers, as well as their respective past and present managers, officers, shareholders, partners, employees, agents, attorneys, servants and customers and each of their predecessors, successors and assigns (collectively, the “Company Entities and Persons”); provided that such limitation shall extend to past and present managers, officers, shareholders, partners, employees, agents, attorneys, servants and customers only in their capacities as such or in respect of their relationship with the Company and its subsidiaries. Nothing in this Agreement is intended to or shall prevent Executive from providing, or limiting testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law, or in arbitration under Section 13.

(e)

Blue Pencil. It is the intent and desire of Executive and the Company that the provisions of this Section 11 be enforced to the fullest extent permissible under the laws and public policies as applied in each jurisdiction in which enforcement is sought. If any particular provision of this Section 11 shall be determined to be invalid or unenforceable, such covenant shall be amended, without any action on the part of either party hereto, to delete there from the portion so determined to be invalid or unenforceable, such deletion to apply only with respect to the operation of such covenant in the particular jurisdiction in which such adjudication is made.

(f)

Survival. Executive’s obligations under this Section 11 shall survive the termination of the Employment Term.

12.

Remedies for Breach of Obligations under Sections 10 or 11 hereof. Executive acknowledges that the Company will suffer irreparable injury, not readily susceptible of valuation in monetary damages, if Executive breaches Executive’s obligations under Sections 10 or 11 hereof. Accordingly, Executive agrees that the Company will be entitled, in addition to any other available remedies, to obtain injunctive relief against any breach or prospective breach by Executive of Executive’s obligations under Sections 10 or 11 hereof in any Federal or state court sitting in the State of Minnesota, or, at the Company’s election, in any other state in which Executive maintains Executive’s principal residence or Executive’s principal place of business. Executive hereby submits to the non-exclusive jurisdiction of all those courts for the purposes of any actions or proceedings instituted by the Company to obtain that injunctive relief, and Executive agrees that process in any or all of those actions or proceedings may be served by registered mail, addressed to the last address provided by Executive to the Company, or in any other manner authorized by law.

13.

Resolution of Disputes. Any claim or dispute arising out of or relating to this Agreement, any other Company Arrangement, Executive’s employment with the Company, or any termination thereof (collectively, “Covered Claims”) shall (except to the extent otherwise provided in Section 12 with respect to certain requests for injunctive relief) be resolved (x) if mutually agreed by the Company and Executive, by confidential mediation with the assistance of an independent mediator selected by mutual agreement of the parties, or (y) if such mediation is not successful or if such mediation is not mutually agreed by the Company or Executive, by litigation to occur in the District Court of the Second Judicial District, County of Ramsey, State of the Minnesota or the United States District Court for the District of Minnesota. Judgment upon such award may be entered in any court having jurisdiction thereof. Each party shall bear its (or his) own costs, including, without limitation, the fees and expenses of its (or his) own attorney, and the fees and expenses of the arbitrator shall be borne equally by each party.

(a)

The Company represents and warrants that (i) it is fully authorized by action of the Board of Directors of the Company (and of any other person or body whose action is required) to enter into this Agreement and to perform its obligations under it, (ii) the execution, delivery and performance of this Agreement by it does not violate any applicable law, regulation, order, judgment or decree or any agreement, arrangement, plan or corporate governance document (x) to which it is a party or (y) by which it is bound, and (iii) upon the execution and delivery of this Agreement by the parties, this Agreement shall be its valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

(b)

Executive represents and warrants to the Company that Executive is not a party to or otherwise bound by any agreement or arrangement (including, without limitation, any license, covenant, or commitment of any nature), or subject to any judgment, decree, or order of any court or administrative agency, that would conflict with or will be in conflict with or in any way preclude, limit or inhibit Executive’s ability to execute this Agreement or to carry out Executive’s duties and responsibilities hereunder.

(i)

This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and permitted assigns and the Company shall require any successor or assign to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. The Company may not assign or delegate any rights or obligations hereunder except to a successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company. The term “the Company” as used herein shall include a corporation or other entity acquiring all or substantially all the assets and business of the Company (including this Agreement) whether by operation of law or otherwise.

(ii)

Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by Executive, Executive’s beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal personal representatives.

(b)

Indemnification. The Company shall indemnify Executive as provided in Company’s by-laws and Articles of Incorporation.

(c)

Fees and Expenses. The Company shall pay reasonable and documented legal fees and related expenses, up to a maximum amount of $10,000, incurred by Executive in connection with the review of this Agreement. Such reimbursement shall be made as soon as practicable, but in no event later than the end of the calendar year following the calendar year in which the expenses were incurred.

(d)

Right to Counsel. Executive acknowledges that Executive has had the opportunity to consult with legal counsel of Executive’s choice in connection with the drafting, negotiation and execution of this Agreement and related employment arrangements.

(e)

Notice. For the purposes of this Agreement, notices and all other communications provided for in the Agreement (including the Notice of Termination) shall be in writing and shall be deemed to have been duly given when personally delivered or sent by Certified mail, return receipt requested, postage prepaid, addressed to the respective addresses last given by each party to the other, provided that all notices to the Company shall be directed to the attention of the General Counsel of the Company. All notices and communications shall be deemed to have been received on the date of delivery thereof or on the third business day after the mailing thereof, except that notice of change of address shall be effective only upon receipt.

(f)

Withholding. The Company shall be entitled to withhold the amount, if any, of all taxes of any applicable jurisdiction required to be withheld by an employer with respect to any amount paid to Executive hereunder. The Company, in its sole and absolute discretion, shall make all determinations as to whether it is obligated to withhold any taxes hereunder and the amount hereof.

(g)

Modification. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which is not expressly set forth in this Agreement.

(h)

Effect of Other Law. Anything herein to the contrary notwithstanding, the terms of this Agreement shall be modified to the extent required to meet the provisions of any federal law applicable to the employment arrangements between Executive and the Company. Any delay in providing benefits or payments, any failure to provide a benefit or payment, or any repayment of compensation that is required under the preceding sentence shall not in and of itself constitute a breach of this Agreement, provided, however, that the Company shall provide economically equivalent payments or benefits to Executive to the extent permitted by law.

(i)

Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Minnesota applicable to contracts executed in and to be performed entirely within such State, without giving effect to the conflict of law principles thereof.

(j)

Inconsistencies. In the event of any inconsistency between any provision of this Agreement and any provision of any employee handbook, personnel manual, program, policy, or arrangement of the Company or its affiliates (including, without limitation, any provisions relating to notice requirements and post-employment restrictions), the provisions of this Agreement shall control, unless the parties otherwise agree in a writing that expressly refers to the provision of this Agreement whose control he is waiving.

(k)

Beneficiaries/References. In the event of Executive’s death or a judicial determination of his incompetence, references in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

(l)

Survivorship. Except as otherwise set forth in this Agreement, the respective rights and obligations of the parties hereunder shall survive the Employment Term and any termination of the Executive’s employment.

(m)

Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

(n)

Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof.

(o)

Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and Executive has executed this Agreement as of the day and year first above written.


		Name:			John D. Johnson
		Title: President and Chief Executive Officer

JAY DEBERTIN

/s/ Jay Debertin—

EXHIBIT A

FORM OF RELEASE AGREEMENT

THIS RELEASE AGREEMENT (the “Release”) is made as of this day of , , by and between Jay Debertin (“Executive”) and CHS Inc. (the “Company”).

1. FOR AND IN CONSIDERATION of the payments and benefits provided in the Employment Agreement between Executive and the Company dated as of , 2010, (the “Employment Agreement”), Executive, for himself or herself, his or her successors and assigns, executors and administrators, now and forever hereby releases and discharges the Company, together with all of its past and present parents, subsidiaries, and affiliates, together with each of their officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their subsidiaries, affiliates, estates, predecessors, successors, and assigns (hereinafter collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which Executive or Executive’s executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever; arising from the beginning of time up to the date of the Release: (i) relating in any way to Executive’s employment relationship with the Company or any of the Releasees, or the termination of Executive’s employment relationship with the Company or any of the Releasees; (ii) arising under or relating to the Employment Agreement; (iii) arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, and/or the applicable state law against discrimination, each as amended; (iv) relating to wrongful employment termination or breach of contract; or (v) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and any of the Releasees and Executive; provided, however, that notwithstanding the foregoing, nothing contained in the Release shall in any way diminish or impair: (i) the Executive’s ability to enforce the provisions of Section 9(d)(v) of the Employment Agreement, (ii) any direct or indirect holdings of equity in CHS Inc.; (iii) any claims for accrued and vested benefits under any of the Company’s employee retirement and welfare benefit plans; and (iv) any rights or claims Executive may have that cannot be waived under applicable law; (collectively, the “Excluded Claims”). Executive further acknowledges and agrees that, except with respect to Excluded Claims, the Company and the Releasees have fully satisfied any and all obligations whatsoever owed to Executive arising out of Executive’s employment with the Company or any of the Releasees, and that no further payments or benefits are owed to Executive by the Company or any of the Releasees.

2. Executive understands and agrees that, except for the Excluded Claims, Executive has knowingly relinquished, waived and forever released any and all rights to any personal recovery in any action or proceeding that may be commenced on Executive’s behalf arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for back pay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ fees.

3. Executive acknowledges and agrees that Executive has been advised to consult with an attorney of Executive’s choosing prior to signing the Release. Executive understands and agrees that Executive has the right and has been given the opportunity to review the Release with an attorney of Executive’s choice should Executive so desire. Executive also agrees that Executive has entered into the Release freely and voluntarily. Executive further acknowledges and agrees that Executive has had at least forty-five (45) calendar days to consider the Release, although Executive may sign it sooner if Executive wishes. In addition, once Executive has signed the Release, Executive shall have seven (7) additional days from the date of execution to revoke Executive’s consent and may do so by writing to: CHS Inc., 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077, Attention: General Counsel. The Release shall not be effective, and no payments shall be due under the Employment Agreement, until the eighth (8th) day after Executive shall have executed the Release and returned it to the Company, assuming that Executive had not revoked Executive’s consent to the Release prior to such date.

4. It is understood and agreed by Executive that the payment made to Executive is not to be construed as an admission of any liability whatsoever on the part of the Company or any of the other Releasees, by whom liability is expressly denied.

5. The Release is executed by Executive voluntarily and is not based upon any representations or statements of any kind made by the Company or any of the other Releasees as to the merits, legal liabilities or value of Executive’s claims. Executive further acknowledges that Executive has had a full and reasonable opportunity to consider the Release and that Executive has not been pressured or in any way coerced into executing the Release.

6. The exclusive venue for any disputes arising hereunder shall be the state or federal courts located in the State of Minnesota, and each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each of the parties hereto also agrees that any final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.

7. The Release and the rights and obligations of the parties hereto shall be governed and construed in accordance with the laws of the State of Minnesota. If any provision hereof is unenforceable or is held to be unenforceable, such provision shall be fully severable, and this document and its terms shall be construed and enforced as if such unenforceable provision had never comprised a part hereof, the remaining provisions hereof shall remain in full force and effect, and the court construing the provisions shall add as a part hereof a provision as similar in terms and effect to such unenforceable provision as may be enforceable, in lieu of the unenforceable provision.

8. The Release shall inure to the benefit of and be binding upon the Company and its successors and assigns.

IN WITNESS WHEREOF, Executive and the Company have executed the Release as of the date and year first written above.

CHS INC.


By:			—
Name:
Title:

JAY DEBERTIN


Minnesota	0-50150	41-0251095
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

5500 Cenex Drive, Inver Grove Heights, Minnesota		55077
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	CHS Inc.

December 28, 2010	By:	/s/ John Schmitz

		Name: John Schmitz
		Title: Executive Vice President and Chief Financial Officer


Exhibit No.		Description

10.1		Revolving Credit Agreement ($40 million), dated as of December 22, 2010, between CHS Inc. and Sumitomo Mitsui Banking Corporation.
10.2		Note Purchase Agreement, dated as of December 23, 2010, among Cofina Funding, LLC, as Issuer, Nieuw Amsterdam Receivables Corporation, as the Conduit Purchaser, Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A. “Rabobank Nederland”, New York Branch, as Funding Agent, and the Financial Institutions from time to time parties hereto, as Committed Purchasers.
10.3		Amended and Restated Base Indenture, dated as of December 23, 2010, between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee.
10.4		Series 2010-A Supplement, dated as of December 23, 2010, by and among Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as Trustee, to the Base Indenture, dated as of December 23, 2010, between the Issuer and the Trustee.
10.5		Employment Security Agreement between CHS Inc. and Jay Debertin dated December 23, 2010.


CHS, Inc.
5500 Cemex Drive
Inver Heights, MN 55077
Attention: Telephone: Fax:		John Schmitz (651) 355-3778 (651) 355-3743


Sumitomo Mitsui Banking Corporation
277 Park Avenue, 6^th Floor
New York, NY 10172 Attention: Telephone: Fax:		Loan Services Department (212) 224-4000 (212) 224-5197


Date of Report (Date of Earliest Event Reported):		December 22, 2010


Registrant’s telephone number, including area code:		651-355-6000


Adjusted LIBOR Rate =		LIBOR 1.00 - Euro-Dollar Reserve Percentage


Bank: Wells Fargo Bank, N.A. 420 Montgomery San Francisco, CA 94104 ABA/Routing no.:121000248 SWIFT: WFBIUS6S Account name: CHS Inc. Account number: 0000044070	2.03.	Repayment of Loans; Evidence of Debt.


COFINA FUNDING, LLC,
as Issuer By:		/s/ Jamey Grafing

		Name: Jamey Grafing Title: Chief Financial Officer


NIEUW AMSTERDAM RECEIVABLES CORPORATION,
as Conduit Purchaser By:		/s/ Kevin Burns

		Name: Kevin Burns Title: Vice President


By:		/s/ Stephen G. Adams

		Name: Stephen G. Adams Title: Executive Director
By:		/s/ Brett Delfino

		Name: Brett Delfino Title: Executive Director


By:		/s/ Stephen G. Adams—
		Name: Stephen G. Adams Title: Executive Director
By:		/s Brett Delfino

		Name: Brett Delfino Title: Executive Director
		Purchaser Percentage: 100%


1.	Proposed Increase Date:
2.	Amount of requested		$
	Increase (lesser of
	minimum amount of $250,000
	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
		Amended and Restated Base
		Indenture dated as of
		December 23, 2010 (as
		amended) between the
		Issuer and U.S. Bank
		National Association, as
		trustee (the “Trustee”);
		the Series 2010-A
		Supplement, dated as of
		December 23, 2010, between
		the Issuer and the
		Trustee; and the Note
		Purchase Agreement dated
		as of December 23, 2010
		(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.


If to:
	Issuer:
		Cofina Funding, LLC
		5500 Cenex Drive
		St. Paul, Minnesota 55077
		Attention: Telephone: Facsimile:	James M. Grafing, Chief Financial Officer (651) 355-6974 (651) 451-4917


245 Park Avenue, 37^th Floor
New York, NY 10167 Attention: Telephone: Facsimile: Email:		Transaction Management Team (212) 808-6836 (914) 287-2254 tmteam@rabobank.com


Conduit Purchaser:
Nieuw Amsterdam Receivables Corporation
c/o Global Securitization Services LLC
68 South Service Road, Suite 120
Melville, New York 11747
Telephone: Facsimile: Email:		(631) 930-7226 (914) 287-2254 wpierce@gssnyc.com


Rabobank Nederland, New York Branch,
as Administrator
245 Park Avenue, 37^th Floor
New York, NY 10167
Melville, New York 11747
Attention: Telephone: Facsimile: Email:		Transaction Management Team (212) 808-6836 (914) 287-2254 tmteam@rabobank.com


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


EXHIBIT A EXHIBIT B EXHIBIT C		Form of Notice of Increase Series 2010-A Officer’s Certificate Form of Transfer Supplement
SCHEDULE I		Addresses for Notices


Section 2.3.		[Reserved].

Section 2.4.		Execution and Authentication.


		By:

Section 2.6.		Responsible Officer Registration of Transfer and Exchange of Notes.


Section 5.8.		[Reserved].
Section 5.9.		Release of Trust Estate.


Exhibit A: Exhibit B: Exhibit C: Exhibit D: Exhibit E: Exhibit F:		Form of Release Reconveyance of Trust Estate Form of Obligor Note Form of Lockbox Account Agreement Form of Monthly Income Statement Form of Monthly Balance Sheet Form of Monthly Statement of Cash Flows
Schedules:
Schedule I:		Perfection Representations, Warranties and Covenants


NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1.		Designation.


60 Livingston Avenue
St. Paul, MN 55107
Re:		Cofina Funding, LLC – Cofina Variable Funding Asset-Backed Notes


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	%


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 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	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
SECTION 20.	Tax Opinion	15


EXHIBIT A EXHIBIT B EXHIBIT C		Form of Note Form of Monthly Noteholders’ Statement Form of Transfer Certificate
SCHEDULE I		Scheduled Targeted Principal Balance