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<SEC-DOCUMENT>0001299933-10-004563.txt : 20101228
<SEC-HEADER>0001299933-10-004563.hdr.sgml : 20101228
<ACCEPTANCE-DATETIME>20101228131116
ACCESSION NUMBER:		0001299933-10-004563
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20101222
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20101228
DATE AS OF CHANGE:		20101228

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHS INC
		CENTRAL INDEX KEY:			0000823277
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-FARM PRODUCT RAW MATERIALS [5150]
		IRS NUMBER:				410251095
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-50150
		FILM NUMBER:		101275474

	BUSINESS ADDRESS:	
		STREET 1:		5500 CENEX DRIVE
		CITY:			INVER GROVE HEIGHTS
		STATE:			MN
		ZIP:			55077
		BUSINESS PHONE:		651-355-6000

	MAIL ADDRESS:	
		STREET 1:		5500 CENEX DRIVE
		CITY:			INVER GROVE HEIGHTS
		STATE:			MN
		ZIP:			55077

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CENEX HARVEST STATES COOPERATIVES
		DATE OF NAME CHANGE:	19980611

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HARVEST STATES COOPERATIVES
		DATE OF NAME CHANGE:	19961212
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_40215.htm
<DESCRIPTION>LIVE FILING
<TEXT>
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<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
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<TITLE> CHS Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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<BR>
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	WASHINGTON, D.C. 20549
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<P ALIGN="CENTER">
<FONT SIZE="5">
	FORM 8-K
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<FONT SIZE="3">
	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	&nbsp;
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	&nbsp;
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	Date of Report (Date of Earliest Event Reported):
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	&nbsp;
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	December 22, 2010
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	CHS Inc.
</FONT>
<FONT SIZE="2">
<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	&nbsp;
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	Minnesota
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	0-50150
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	41-0251095
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	&nbsp;&nbsp;
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	&nbsp;
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	5500 Cenex Drive, Inver Grove Heights, Minnesota
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	&nbsp;
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	55077
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_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
	(Zip Code)
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	Registrant&#146;s telephone number, including area code:
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	&nbsp;
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	651-355-6000
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</TR>
</TABLE>
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<P ALIGN="CENTER">
<FONT SIZE="2">
	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="2">
	&nbsp;
</FONT>
<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
</P>
<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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<FONT SIZE="2">Top of the Form</FONT>
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<FONT SIZE="2">
<B>
	Item 1.01 Entry into a Material Definitive Agreement.
</B>
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<P ALIGN="LEFT">
<FONT SIZE="2">
On December 22, 2010, CHS Inc. (the Company) entered into a new Revolving Credit Agreement with a committed amount of $40.0 million that expires in December 2011, attached hereto as Exhibit 10.1.  The financial covenants of the agreement are consistent with the Company&#x2019;s 2010 Credit Agreement dated June 2, 2010.<br><br>On December 23, 2010, Cofina Funding LLC, a wholly-owned subsidiary of Cofina Financial, LLC and the Company, entered into a new $100.0 million Note Purchase Agreement as well as an Amended and Restated Base Indenture agreement and a Series 2010-A Supplement to the Amended and Restated Base Indenture.  The agreements are attached hereto as Exhibits 10.2, 10.3 and 10.4.<br><br>CHS Inc. has announced that it has entered into an Employment Security Agreement with Mr. Jay Debertin, the Executive Vice President and Chief Operating Officer-Energy and Foods of the Company, effective December 23, 2010.<br><br>The Company and Mr. Debertin have entered into an employment security agreement dated 
as of December 23, 2010, which is attached hereto as Exhibit 10.5.  The term of the agreement is for two (2) years. The agreement provides that Mr. Debertin will be paid an annual base salary of a minimum of $550,000 (subject to reduction of no more than 10% in connection with an across-the-board salary reduction for all similarly situated officers of the Company). He is also eligible to earn a target annual incentive compensation award of 70% of his base salary with a maximum potential annual incentive compensation award of 140% of his base salary, based on the achievement of performance targets recommended by the Chief Executive Officer of the Company (the "CEO") and approved by the Board of Directors of the Company (the "Board").<br>  <br>Mr. Debertin will also be eligible to earn a target long-term incentive compensation award of 70% of his base salary with a maximum potential target long-term incentive compensation award of 140% of his base salary.  Actual long-term incentive compensation awards will be
 based upon recommendations by the CEO and approved by the Board based on the performance of the Company and Mr. Debertin and other applicable factors.<br><br>The annual and long-term incentive compensation award programs for Mr. Debertin under the employment security agreement are the same as available to him prior to entering into the agreement.<br> <br>In the event of Mr. Debertin&#x2019;s involuntary termination without cause or voluntary termination with "good reason", Mr. Debertin will be entitled to the following severance pay and benefits, conditioned on the execution of a release and his compliance with certain restrictive covenants: (1) payment of 200% of his base salary and target annual incentive compensation award and (2) health and welfare benefit continuation for 24 months. For purposes of Mr. Debertin&#x2019;s employment agreement, the term "good reason" generally means a material and adverse change in duties, titles or positions, a 10% or more reduction in salary or the Company's material br
each of any other obligation under the employment agreement that is not corrected within 30 days. If Mr. Debertin&#x2019;s employment is terminated during the term of the agreement involuntarily without cause or voluntarily for good reason, Mr. Debertin will be subject to two-year non-competition and non-solicitation covenants following his termination of employment.  In addition, if Mr. Debertin&#x2019;s employment terminates upon expiration of the agreement, the Company will provide him and his dependants with health and welfare benefit continuation for 24 months.<br>
</FONT>
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<FONT SIZE="2">
<B>
	Item 9.01 Financial Statements and Exhibits.
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
(d) Exhibits<br><br>10.1  Revolving Credit Agreement ($40 million), dated as of December 22, 2010, between CHS Inc. and Sumitomo Mitsui Banking Corporation.<br><br>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.<br><br>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.<br><br>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.<br><br>10.5  Employment Security Agreement between CHS Inc. and Jay D
ebertin dated December 23, 2010.
</FONT>
</P>
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<A HREF="#DOCUMENT_TOP">
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<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
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<P ALIGN="CENTER">
<FONT SIZE="2">
<B>
	SIGNATURES
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
</FONT>
</P>
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<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
	CHS Inc.
</FONT>
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	&nbsp;&nbsp;
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	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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	&nbsp;
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	&nbsp;
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<I>
	December 28, 2010
</I>
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	&nbsp;
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<FONT SIZE="2">
<I>
	By:
</I>
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</TD>
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<FONT SIZE="2">
	&nbsp;
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</TD>
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<FONT SIZE="2">
<I>
	/s/ John Schmitz
</I>
<BR>
</FONT>
</TD>
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<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
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<FONT SIZE="2">
	&nbsp;
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<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
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</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
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<HR SIZE="1" NOSHADE>
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<FONT SIZE="2">
	&nbsp;
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	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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</TD>
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<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
<I>
	Name: John Schmitz
</I>
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	&nbsp;
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	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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<I>
	Title: Executive Vice President and Chief Financial Officer
</I>
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	Exhibit&nbsp;Index
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<B>
	Exhibit No.
</B>
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</TD>
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	&nbsp;
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<TD NOWRAP ALIGN="LEFT">
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<B>
	Description
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<DIV ALIGN="LEFT">
	10.1
</DIV>
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<FONT SIZE="2">
	&nbsp;
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</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Revolving Credit Agreement ($40 million), dated as of December 22, 2010, between CHS Inc. and Sumitomo Mitsui Banking Corporation.
</FONT>
</TD>
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<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.2
</DIV>
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<FONT SIZE="2">
	&nbsp;
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<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="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. &#x201C;Rabobank Nederland&#x201D;, New York Branch, as Funding Agent, and the Financial Institutions from time to time parties hereto, as Committed Purchasers.
</FONT>
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<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.3
</DIV>
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<FONT SIZE="2">
	&nbsp;
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<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
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.
</FONT>
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	10.4
</DIV>
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<FONT SIZE="2">
	&nbsp;
</FONT>
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<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
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.
</FONT>
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	10.5
</DIV>
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<FONT SIZE="2">
	&nbsp;
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<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Employment Security Agreement between CHS Inc. and Jay Debertin dated December 23, 2010.
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<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-10.1
<TEXT>
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
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<TITLE> EX-10.1 </TITLE>
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<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><FONT style="font-size: 14pt"><B>REVOLVING CREDIT AGREEMENT</B></FONT><BR>
<FONT style="font-size: 12pt"><B>U.S.$40,000,000.00</B></FONT>



<P align="center" style="font-size: 12pt"><FONT style="font-size: 14pt"><B>CHS, INC.</B></FONT><BR>
<FONT style="font-size: 12pt"><B>as<BR>
Borrower<BR>
and</B></FONT><BR>
<FONT style="font-size: 14pt"><B>SUMITOMO MITSUI BANKING CORPORATION</B></FONT><BR>
<FONT style="font-size: 12pt"><B>as<BR>
Bank</B></FONT>



<P align="center" style="font-size: 12pt"><B>Dated as of December&nbsp;22, 2010</B>



<P align="center" style="font-size: 12pt"><FONT style="font-size: 14pt"><B>REVOLVING CREDIT AGREEMENT</B></FONT>



<P align="left" style="font-size: 14pt; text-indent: 4%"><FONT style="font-size: 12pt">This <B>REVOLVING CREDIT AGREEMENT</B>, dated as of December&nbsp;22, 2010 (as it may be amended,
extended, replaced or renewed from time to time, the &#147;Agreement&#148;), between <B>CHS, INC.</B>, a corporation
organized under the laws of Minnesota (the &#147;Borrower&#148;), and <B>SUMITOMO MITSUI BANKING CORPORATION</B>, a
Japanese banking corporation (the ''Bank&#146;&#146;), sets forth the binding agreement of the parties.
</FONT>

<P align="center" style="font-size: 12pt"><B>RECITALS:</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>WHEREAS</B>, 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


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>WHEREAS</B>, 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;


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>NOW THEREFORE</B>, the parties hereto agree as follows:


<P align="center" style="font-size: 12pt"><B>ARTICLE 1. DEFINITIONS AND CONSTRUCTION</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">1.01. <U>Defined Terms</U>. Capitalized terms used but not otherwise defined herein shall
have the respective definitions set forth in Article&nbsp;1 of the Syndicated Agreement, and all such
definitions are incorporated by reference <I>mutatis mutandis </I>(and the principles of interpretation
set forth in Section&nbsp;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:


<P align="left" style="font-size: 12pt; text-indent: 4%">&#146;&#146;Adjusted LIBOR Rate&#146;&#146; shall mean, for each Interest Period, the rate determined pursuant to
the following formula:

<DIV align="center">
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<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">Adjusted LIBOR Rate =
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">LIBOR<BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
1.00 - Euro-Dollar Reserve Percentage</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt">The Adjusted LIBOR Rate shall be adjusted automatically on and as of the effective date of any
change in the Euro-Dollar Reserve Percentage.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;Banking Day&#148; shall mean any day (a)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;Borrowing Date&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#146;&#146;Commitment&#146;&#146; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#146;&#146;Commitment Period&#146;&#146; shall mean the period from the date hereof through December&nbsp;21, 2011.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;Default&#148; shall mean an event which, with the giving of notice or the passing of time or both,
would constitute an Event of Default.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;Dollars&#148;, &#147;U.S. Dollars&#148;, &#147;U.S.$&#148;, and &#147;$&#148; means the lawful currency of the United States of
America at any relevant time hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;Euro-Dollar Reserve Percentage&#148; 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 &#147;Euro-currency liabilities&#148; (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).


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;Event of Default&#148; shall mean any of the events or conditions set forth in Section&nbsp;7.01.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;Facility&#148; shall mean the revolving credit facility provided by the Bank to the Borrower under
this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;Facility Document&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#146;&#146;Interest Period&#146;&#146; shall mean, in relation to a Loan, successive periods of one (1)&nbsp;month,
three (3)&nbsp;months, or six (6)&nbsp;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; <I>provided </I>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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;Lending Office&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;LIBOR&#148; shall mean, with respect to any Loan for any Interest Period, the rate <I>per annum </I>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&nbsp;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;
<I>provided </I>that, if the foregoing rate is not available for any reason, &#147;LIBOR&#148; shall mean the rate
<I>per annum </I>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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#146;&#146;Loan&#146;&#146; shall mean each advance of principal made by the Bank or requested by the Borrower
hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#146;&#146;Margin&#146;&#146; shall mean 1.575% <I>per annum</I>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;Maturity Date&#148; shall mean December&nbsp;21, 2011.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;Note&#148; shall have the meaning assigned to such term in Section&nbsp;2.03(c) hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;Prime Rate&#148; shall mean the rate of interest announced by the Bank&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;Syndicated Agreement&#148; means the 2010 Credit Agreement dated as of June&nbsp;2, 2010 among the
Borrower, the Syndication Parties, and CoBank, ACB, as a Syndication Party and as the
Administrative Agent.


<P align="center" style="font-size: 12pt"><B>ARTICLE 2. THE FACILITY</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">2.01. <U>Amount and Terms of Commitment</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.02. <U>Procedure for Borrowing</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;To request a Loan, the Borrower shall notify the Bank of such request by telephone not
later than 11:00&nbsp;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)&nbsp;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)&nbsp;the Borrowing Date, and (iii)&nbsp;the duration of the Interest Period applicable thereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Subject to the conditions set forth in Article&nbsp;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:

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    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:20px; text-indent:-10px"><B>Bank</B>: Wells Fargo Bank, N.A.
420 Montgomery
San Francisco, CA 94104
<B>ABA/Routing no.</B>:121000248
<B>SWIFT</B>: WFBIUS6S
<B>Account name</B>: CHS Inc.
<B>Account number</B>: 0000044070
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.03.</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Repayment of Loans; Evidence of Debt.</DIV></TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top" align="right">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
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</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Repayment</U>. 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, <I>provided</I>
that, on the Maturity Date, the the Borrower shall repay the entire principal amount of all Loans
then outstanding.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Recordkeeping</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Promissory Note</U>. The Facility shall be evidenced by a promissory note (the
"<U>Note</U>&#148;) in the form set forth in <U>Exhibit&nbsp;A</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;2.04. <U>Prepayment of Loans; Reduction of Commitment; Funding Losses</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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&nbsp;2.04(c). Any such prepayment shall be upon at least thirty
(30)&nbsp;Banking Days&#146; notice to the Bank. Any notice of prepayment delivered pursuant to this
Section&nbsp;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&nbsp;2.04(a) may be
reborrowed subject to the other terms of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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)&nbsp;Banking Days&#146; 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&nbsp;204(a). The Borrower shall
be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;If the Borrower makes any payment of principal with respect to any Loan (pursuant to
Article&nbsp;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&nbsp;2.02(a), or to prepay any Loan, after notice has been given to the Bank in accordance with
Section&nbsp;2.04(a), the Borrower shall reimburse the Bank within &#091;15&#093; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.05. <U>Interest</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Interest Generally</U>. 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 <U>plus</U> the Margin. The
applicable Adjusted LIBOR Rate shall be determined by the Bank, and such determination shall be
conclusive absent manifest error.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Default Interest</U>. 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 <I>per annum </I>equal to the Prime Rate
<U>plus</U> 2%. Interest payable pursuant to this Section&nbsp;2.05(b) shall be payable on demand.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Computation and Payment of Interest</U>. All interest hereunder shall be computed on
the basis of a year of 360&nbsp;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,
<I>provided </I>that (i)&nbsp;interest accrued pursuant to subsection (b)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;<U>Duration of Interest Periods</U>. The Borrower may select the duration of each
Interest Period, in accordance with the definitions in this Agreement, <I>provided </I>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.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.06. <U>Payments Generally</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Payments by the Borrower</U>. 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&nbsp;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&nbsp;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
<B>Citibank N.A., New York, ABA No.&nbsp;021000089, for the account of Sumitomo Mitsui Banking Corporation,
account #36023837 (CBDA-2 Loan Services Department, for CHS, Inc.</B>), 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Application of Insufficient Payments</U>. 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)&nbsp;<I>first</I>, towards payment of
interest and fees then due hereunder, and (ii)&nbsp;<I>second</I>, towards payment of principal then due
hereunder, and (iii)&nbsp;<I>third</I>, towards payment of any other amounts then due hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.07. <U>Fees</U>. The Borrower shall pay to the Bank (a)&nbsp;a one-time, non-refundable fee
equal to $70,000.00, payable upon the execution of this Agreement (the &#147;Upfront Fee<U>&#093;</U>&#146;&#146;);
and (b)&nbsp;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 &#147;<U>Facility Fee</U>&#146;&#146;). All payments of the Upfront Fee and the Facility Fee shall be
non-refundable.


<P align="center" style="font-size: 12pt"><B>ARTICLE 3. CONDITIONS PRECEDENT</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">3.01 <U>Conditions Precedent</U>. 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:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Representations and Warranties</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Documentation</U>. 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)&nbsp;a copy of this Agreement;
and (ii)&nbsp;the Note, substantially in the form attached hereto as <U>Exhibit&nbsp;A</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Corporate Authorizations</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;<U>No Event of Default or Default</U>. No Event of Default and no Default shall have
occurred and be continuing on the date of this Agreement or on any Borrowing Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;<U>Payment of Fees</U>. 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&nbsp;2.07 hereof.


<P align="center" style="font-size: 12pt"><B>ARTICLE 4. REPRESENTATIONS AND WARRANTIES</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">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&nbsp;9 of the Syndicated Agreement, and all such
representations and warranties are incorporated by reference <I>mutatis mutandis</I>, except that the
representations in Section&nbsp;9.13 of the Syndicated Agreement are made with respect to the
consolidated balance sheets of the Borrower and its Subsidiaries as of November&nbsp;12, 2010, or with
reference to such date, as applicable.


<P align="center" style="font-size: 12pt"><B>ARTICLE 5. AFFIRMATIVE COVENANTS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">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&nbsp;11 of the Syndicated Agreement
for the benefit of the Bank, and all such covenants are incorporated by reference <I>mutatis mutandis</I>,
as if set forth at length herein.


<P align="center" style="font-size: 12pt"><B>ARTICLE 6. NEGATIVE COVENANTS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">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&nbsp;12 of the Syndicated Agreement for
the benefit of the Bank, and all such covenants are incorporated by reference <I>mutatis mutandis</I>, as
if set forth at length herein.


<P align="center" style="font-size: 12pt"><B>ARTICLE 7. EVENTS OF DEFAULT</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">7.01 <U>Events of Default</U>. Each of the following events shall constitute an Event of
Default under this Agreement:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Non-Payment</U>. 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)&nbsp;any interest or
fee payable hereunder within three Banking Days after the same shall become due; or (iii)&nbsp;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&#146;s failure to make payment in full.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Syndicated Agreement</U>. Any Event of Default set forth in Article&nbsp;14 of the
Syndicated Agreement shall occur, and all such Events of Default are incorporated by reference
<I>mutatis mutandis</I>, as if set forth at length herein.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.02 <U>Consequences</U>. 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.


<P align="center" style="font-size: 12pt"><B>ARTICLE 8. OVERRIDING EVENTS, COSTS AND EXPENSES</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">8.01 <U>Dollar Transaction</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.02 <U>Net Payments</U>. 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, &#147;<U>Charges</U>&#148;). 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.03 <U>Taxes Assessed to Bank</U>. 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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.04 <U>Illegality</U>. 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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.05 <U>Change in Law</U>. 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 &#147;Charge&#148; shall not prejudice the Bank&#146;s rights under this Section&nbsp;8.05; <I>provided</I>
that there shall be no duplication of payments.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.06 <U>Change in Lending Office</U>. The Bank agrees that, upon the occurrence of any event
giving rise to the operation of Sections&nbsp;8.03, 8.04 or 8.05, upon the Borrower&#146;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&nbsp;8.03, 8.04 or 8.05,
as the case may be, <I>provided</I>, 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&nbsp;8.06
shall affect or postpone any of the obligations of the Borrower or the rights of the Bank provided
in this Article&nbsp;8.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.07 <U>Payment of Charges</U>. All amounts payable to the Bank pursuant to this Article&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.08 <U>Expenses</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.09 <U>Indemnity</U>. The Borrower shall, on demand, indemnify the Bank against any and all
costs, losses, expenses or liabilities sustained or incurred by the Bank (&#147;<U>Special Costs</U>&#148;)
as a result of (i)&nbsp;any Loan not being made for any reason, including, without limitation,
non-fulfillment of any of the conditions set forth in Article&nbsp;3 or the withdrawal or recission of
any request for a Loan given in accordance with Section&nbsp;2.02; (ii)&nbsp;the occurrence of any Event of
Default or the failure of a warranty set forth in Article&nbsp;4; (iii)&nbsp;the accelerated repayment of any
Loan pursuant to Article&nbsp;7 hereof; (iv)&nbsp;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)&nbsp;the failure of the
Borrower to make prepayment after having given notice thereof to the Bank pursuant to Section&nbsp;2.04.


<P align="center" style="font-size: 12pt"><B>ARTICLE 9. MISCELLANEOUS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">9.01 <U>Amendments, Etc</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.02 <U>Governing Law; Consent to Jurisdiction; Waivers of Jury Trial</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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).


<P align="left" style="font-size: 12pt; text-indent: 4%">9.03 <U>No Waivers</U>. 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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.04 <U>Counterparts</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.05 <U>Notices</U>. Any notice required or permitted to be given hereunder shall be in
writing and shall be (i)&nbsp;delivered personally or by overnight courier; (ii)&nbsp;transmitted by first
class mail, postage prepaid; or (iii)&nbsp;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)&nbsp;the date of receipt if delivered personally or by overnight courier; (ii)&nbsp;the date
of receipt if transmitted by mail; or (iii)&nbsp;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&nbsp;9.05.


<P align="left" style="font-size: 12pt; text-indent: 4%">To the Borrower:

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="43%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="52%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">CHS, Inc.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">5500 Cemex Drive<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">Inver Heights, MN 55077<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Attention:<BR>
Telephone:<BR>
Fax:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">John Schmitz<BR>
(651)&nbsp;355-3778<BR>
(651)&nbsp;355-3743</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:4%; font-size: 12pt">To the Bank:

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="55%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">Sumitomo Mitsui Banking Corporation<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">277 Park Avenue, 6<sup>th</sup> Floor<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">New York, NY 10172<BR>
Attention:<BR>
Telephone:<BR>
Fax:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
Loan Services Department<BR>
(212)&nbsp;224-4000<BR>
(212)&nbsp;224-5197</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%">9.06 <U>Successors and Assigns; Assignments; Participations</U>. 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)&nbsp;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)&nbsp;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&nbsp;A
of the Federal Reserve Board or U.S. Treasury Regulation&nbsp;31 CFR &#167;203.14, and such Federal Reserve
Bank may enforce such security interest or pledge in any manner permitted under applicable law.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.07 <U>Set-Off</U>. 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&#146;s rights under this
Section&nbsp;9.07 are in addition to other rights and remedies (including other rights of setoff) which
the Bank may have.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.08 <U>Patriot Act</U>. The Bank hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56) (the &#147;<U>Act</U>&#148;), it is
required to obtain, verify and record information that identifies each borrower, guarantor or
grantor (each, a &#147;Loan Party&#148;), 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective duly authorized signatories.



<P align="left" style="margin-left:20%; font-size: 12pt"><B>CHS, INC.</B>



<P align="left" style="margin-left:21%; font-size: 12pt">By:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> John Schmitz&#151;<BR>
Name: John Schmitz<BR>
Title: Executive Vice President and Chief Financial<BR>
Officer<BR>



<P align="left" style="margin-left:20%; font-size: 12pt"><B>SUMITOMO MITSUI BANKING CORPORATION</B>



<P align="left" style="margin-left:21%; font-size: 12pt">By:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> William Ginn&#151;<BR>
Name: William Ginn<BR>
Title: Executive Director<BR>








<P align="center" style="font-size: 10pt; display: none">1
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<P align="center" style="font-size: 12pt"><B>EXHIBIT A</B><BR>
&#091;Form of&#093;<BR>
<FONT style="font-variant: SMALL-CAPS"><B>Promissory Note</B></FONT>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="21%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="21%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="52%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">$</TD>
    <TD align="right" valign="top">40,000,000.00</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">December&nbsp;22, 2010</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%">FOR VALUE RECEIVED, <B>CHS, INC. </B>(the &#147;<U>Borrower</U>&#148;), promises to pay to <B>SUMITOMO MITSUI
BANKING CORPORATION </B>(the &#147;<U>Bank</U>&#148;), 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 <I>per annum </I>and on the dates provided in the Credit Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">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, <I>provided </I>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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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&nbsp;22, 2010 (as modified and supplemented and in
effect from time to time, the &#147;<U>Credit Agreement</U>&#148;) 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%">THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.



<P align="left" style="margin-left:28%; font-size: 12pt"><B>CHS, INC.</B>



<P align="left" style="margin-left:28%; font-size: 12pt">By:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name:<BR>
Title: <BR>



<P align="center" style="font-size: 10pt; display: none">2




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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>NOTE PURCHASE AGREEMENT</B></FONT>



<P align="center" style="font-size: 12pt">among



<P align="center" style="font-size: 12pt"><B>COFINA FUNDING, LLC</B>,<BR>
as Issuer,<BR>
<B>NIEUW AMSTERDAM RECEIVABLES CORPORATION</B>,<BR>
as the Conduit Purchaser,<BR>
<B>COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. &#147;RABOBANK NEDERLAND&#148;, NEW YORK BRANCH</B>,<BR>
as Funding Agent for the Purchasers,<BR>
and<BR>
<B>THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO</B>,<BR>
as Committed Purchasers<BR>
dated as of December&nbsp;23, 2010



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>NOTE PURCHASE AGREEMENT </B>(&#147;<U>Note Purchase Agreement</U>&#148;) dated as of December&nbsp;23,
2010, among COFINA FUNDING, LLC (the &#147;<U>Issuer</U>&#148;), NIEUW AMSTERDAM RECEIVABLES CORPORATION
(the &#147;<U>Conduit Purchaser</U>&#148;), COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. &#147;RABOBANK
NEDERLAND&#148;, NEW YORK BRANCH, as Funding Agent (the &#147;<U>Funding Agent</U>&#148;) and the Committed
Purchasers from time to time party hereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">The parties hereto agree as follows:


<P align="center" style="font-size: 12pt">RECITALS



<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Issuer will issue the variable funding notes pursuant to an Amended and Restated
Base Indenture, dated as of December&nbsp;23, 2010 (as amended, supplemented or otherwise modified from
time to time, the &#147;<U>Base Indenture</U>&#148;), between the Issuer and U.S. Bank National Association,
as trustee (in such capacity, together with its successors and assigns in such capacity, the
&#147;<U>Trustee</U>&#148;), as supplemented by the Series&nbsp;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 &#147;<U>Series&nbsp;Supplement</U>&#148;, and together with the Base Indenture, the
&#147;<U>Indenture</U>&#148;); and


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%">NOW, THEREFORE, for full and fair consideration, the parties hereto agree as follows:


<P align="center" style="font-size: 12pt">ARTICLE I



<P align="center" style="font-size: 12pt">DEFINITIONS



<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 1.01 <U>Certain Defined Terms</U>. Capitalized terms used herein without definition
shall have the meanings set forth in the Indenture. Additionally, the following terms shall have
the following meanings:


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Accrual Period</U>&#148; has the meaning specified in the Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Additional Amounts</U>&#148; means all amounts owed by the Issuer pursuant to
<U>Section&nbsp;2.11</U> and <U>Article&nbsp;VIII</U>, plus Breakage Amounts.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Affected Party</U>&#148; has the meaning specified in <U>Section&nbsp;8.02</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Aggregate Purchaser Funded Amount</U>&#148; means, on any date of determination, an amount
equal to (a)&nbsp;the Initial Purchase Price, <U>plus</U> (b)&nbsp;the aggregate amount of all Increases
made prior to such date of determination, <U>minus</U> (c)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Allocated Commercial Paper</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Applicable Margin</U>&#148; shall have the meaning specified in the Fee Letter.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Asset Purchase Agreement</U>&#148; 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&#146;s interest in the VFN in order to support the
Conduit Purchaser&#146;s repayment of the Commercial Paper issued to fund or maintain such interest.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Assignee Committed Purchaser</U>&#148; has the meaning specified in <U>Section&nbsp;10.04(b)</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Assignment and Acceptance</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Base Rate</U>&#148; 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)&nbsp;the greater of (i)&nbsp;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)&nbsp;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)&nbsp;federal funds brokers of recognized standing selected by it and (y)&nbsp;the Applicable
Margin.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Blended Rate</U>&#148; 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)&nbsp;the weighted
average of (i)&nbsp;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)&nbsp;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)&nbsp;certain documentation and transaction costs
associated with the issuance of such Commercial Paper, (c)&nbsp;any other incremental carrying costs
incurred with respect to the issuance of such Commercial Paper, (d)&nbsp;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)&nbsp;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; <U>provided</U>, that to the extent that the VFN (or
any portion thereof) is funded by a specific issuance of Commercial Paper, clause (a)&nbsp;above shall
equal the rate or weighted average of the rates applicable to such issuance.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Breakage Amount</U>&#148; has the meaning specified in <U>Section&nbsp;2.08</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Closing</U>&#148; has the meaning specified in <U>Section&nbsp;3.01</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Closing Date</U>&#148; has the meaning specified in <U>Section&nbsp;3.01</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Cofina Entity</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Commercial Paper</U>&#148; shall mean the short-term promissory notes of the Conduit Purchaser
issued by the Conduit Purchaser in the United States commercial paper market.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Commitment</U>&#148; means, with respect to any Committed Purchaser, an amount equal to such
Purchaser&#146;s Purchaser Percentage multiplied by the Maximum Funded Amount.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Committed Purchasers</U>&#148; means Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A.
&#147;Rabobank Nederland&#148;, 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
<U>Section&nbsp;10.04</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Conduit Assignee</U>&#148; shall mean any special-purpose vehicle issuing indebtedness in the
commercial paper market sponsored by Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A.
&#147;Rabobank Nederland&#148;, New York Branch or any affiliate thereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Conduit Purchaser</U>&#148; means Nieuw Amsterdam Receivables Corporation and each of its
permitted assigns that is a Conduit Assignee.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>CP Rate</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Eurodollar Rate</U>&#148; 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)&nbsp;the rate obtained by dividing (A)&nbsp;the
applicable LIBOR Rate by (B)&nbsp;a percentage equal to 100% <U>minus</U> the reserve percentage used
for determining the maximum reserve requirement as specified in Regulation&nbsp;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) <U>plus</U> (ii)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Federal Bankruptcy Code</U>&#148; means the bankruptcy code of the United States of America
codified in Title 11 of the United States Code.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Federal Reserve Board</U>&#148; means the Board of Governors of the Federal Reserve System, or
any entity succeeding to any of its principal functions.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Fee Letter</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Fixed Period</U>&#148; means each Accrual Period.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Funding Agent</U>&#148; means Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A. &#147;Rabobank
Nederland&#148;, New York Branch, in its capacity as Funding Agent for the Purchasers.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Funding Tranche</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Governmental Actions</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Governmental Rules</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Increase</U>&#148; shall have the meaning assigned to such term in the Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Increase Amount</U>&#148; means the amount requested by the Issuer to be funded by the
Purchasers on an Increase Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Increase Date</U>&#148; means the date on which an Increase occurs.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Indemnified Party</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Initial Purchase Price</U>&#148; has the meaning specified in <U>Section&nbsp;2.02</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Issuer Indemnified Amounts</U>&#148; has the meaning specified in <U>Section&nbsp;8.01(a)</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>LIBOR Rate</U>&#148; 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&nbsp;A.M. (London time) two (2)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Liquidity Purchasers</U>&#148; means each of the purchasers party to the Asset Purchase
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Match-Funding Rate</U>&#148; means, with respect to a Funding Tranche and a Fixed Period, the
per annum rate equal to the &#147;weighted average of the rates&#148; (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 &#147;<U>weighted average of the
rates</U>&#148; shall consist of (w)&nbsp;the actual interest rate (or discount) paid to purchasers of the
Conduit Purchaser&#146;s Commercial Paper, together with the commissions of placement agents and dealers
in respect of such Commercial Paper, (x)&nbsp;certain documentation and transaction costs associated
with the issuance of such Commercial Paper, (y)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Maximum Funded Amount</U>&#148; means $100,000,000.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>More Favorable Documentation</U>&#148; has the meaning specified in <U>Section7.01(h)</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Notice of Increase</U>&#148; means a written notice of an Increase in the form of
<U>Exhibit&nbsp;A</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Officer&#146;s Certificate</U>&#148; has the meaning specified in <U>Section&nbsp;4.11</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Purchase Expiration Date</U>&#148; means November&nbsp;10, 2011.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Purchaser Percentage</U>&#148; of any Committed Purchaser means (a)&nbsp;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)&nbsp;with respect to a Committed
Purchaser that has entered into an Assignment and Acceptance, the percentage set forth therein as
such Purchaser&#146;s Purchaser Percentage, or such percentage as changed by each Assignment and
Acceptance entered into between such Committed Purchaser and an assignor or assignee.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Purchasers</U>&#148; means the Conduit Purchaser and the Committed Purchasers.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Reduction</U>&#148; has the meaning specified in <U>Section&nbsp;2.05</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Series&nbsp;2008-A</U>&#148; means the Series of the &#147;Cofina Variable Funding Asset-Backed Notes&#148;
(as defined in the Series&nbsp;2008-A Supplement) represented by the &#147;Notes&#148; (as defined in the Series
2008-A Supplement) issued by the Base Indenture, as supplemented by the Series&nbsp;2008-A Supplement.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Series&nbsp;2008-A Supplement</U>&#148; means the supplement to the Base Indenture, dated as of
November&nbsp;21, 2008, between the Issuer and the Trustee (as amended, supplemented or otherwise
modified from time to time).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Series&nbsp;2010-A</U>&#148; has the meaning specified in the Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Transfer Supplement</U>&#148; has the meaning specified in <U>Section&nbsp;10.04(b)</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Unexpired Series</U>&#148; means a Series with respect to which the &#147;Purchase Expiration Date&#148;
under (and as defined in) such Series has not occurred.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Unexpired Series&nbsp;Aggregate Funded Amount</U>&#148; means the aggregate of the &#147;Aggregate
Purchaser Funded Amounts&#148; under (and as defined in) all Unexpired Series.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Unexpired Series&nbsp;Aggregate Maximum Funded Amount</U>&#148; means the aggregate of the &#147;Maximum
Funded Amounts&#148; under (and as defined in) all Unexpired Series.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Unexpired Series&nbsp;True-Up</U>&#148; has the meaning specified in <U>Section&nbsp;2.03(f)</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Unexpired Series&nbsp;True-Up Reduction</U>&#148; has the meaning specified in <U>Section
2.05</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Variable Noteholders</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>VFN</U>&#148; means the Cofina Variable Funding Asset-Backed Note Series&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>VFN Financing Costs&#148; or &#147;Series&nbsp;2010-A Financing Costs</U>&#148; means, with respect to any
Accrual Period, the VFN Interest Component for such Accrual Period.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>VFN Interest Component</U>&#148; means, with respect to any Accrual Period, the result
obtained by multiplying:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(x)&nbsp;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)&nbsp;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)&nbsp;to the extent any Purchaser is not funding
such Funding Tranche during such period through the issuance of Commercial Paper, a
rate <U>per</U> <U>annum</U> (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);
<U>provided</U>, <U>however</U>, 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;
<U>times</U>



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(y)&nbsp;the average daily Aggregate Purchaser Funded Amount for such Accrual
Period; <U>times</U>



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(z)&nbsp;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).


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 1.02 <U>Other Definitional Provisions</U>. (a)&nbsp;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&nbsp;shall have the meanings given herein when used in any certificate or
other document made or delivered pursuant hereto unless otherwise defined therein.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;As used herein and in any certificate or other document made or delivered pursuant hereto
or thereto, accounting terms not defined in <U>Section&nbsp;1.01</U>, and accounting terms partially
defined in <U>Section&nbsp;1.01</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;The words &#147;hereof&#148;, &#147;herein&#148; and &#147;hereunder&#148; and words of similar import when used in this
Note Purchase Agreement&nbsp;shall refer to this Note Purchase Agreement&nbsp;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&nbsp;are references to Sections, subsections, the
Schedules and Exhibits in or to this Note Purchase Agreement unless otherwise specified.


<P align="center" style="font-size: 12pt">ARTICLE II



<P align="center" style="font-size: 12pt">PURCHASE AND SALE



<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.01 <U>Purchase and Sale of the VFN</U>. 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)&nbsp;may on behalf of the Conduit Purchaser or
(ii)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.02 <U>Initial Purchase Price</U>. The VFN is to be purchased at a price (the
&#147;<U>Initial Purchase Price</U>&#148;) equal to 100% of the Initial Note Principal.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.03 <U>Increases</U>. (a)&nbsp;Subject to the terms and conditions of this Note
Purchase Agreement and the Series&nbsp;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)&nbsp;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)&nbsp;if the Conduit
Purchaser elects not to make an Increase, each Committed Purchaser severally agrees to fund its
respective Purchaser Percentages of such Increase; <U>provided</U>, <U>however</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Each Increase hereunder shall be subject to the further conditions precedent that:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(i)&nbsp;The Funding Agent and the applicable Notice Persons shall have received copies of
the Monthly Noteholders&#146; Statement most recently required to have been delivered under the
Indenture;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(ii)&nbsp;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);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(iii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(iv)&nbsp;No Early Amortization Event, Potential Early Amortization Event, Default, Event of
Default or Servicer Default shall have occurred and be continuing;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(v)&nbsp;The Purchase Expiration Date shall not have occurred;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(vi)&nbsp;After giving effect to such Increase, no Borrowing Base Deficiency shall exist;
and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(vii)&nbsp;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)&nbsp;Business Days prior to the proposed date
of such Increase.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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; <U>provided</U>, that an Increase may be
requested in the entire remaining Maximum Funded Amount.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;The purchase price of each Increase shall be equal to 100% of the Increase Amount, and
shall be paid not later than 3:00&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;All conditions set forth in Section&nbsp;3.1(b) of the Series&nbsp;Supplement, to the extent
applicable, shall have been satisfied at such time.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;Each &#147;Increase&#148; under (and as defined in) any Unexpired Series (including each Increase
hereunder) shall be followed, on a weekly basis, by one or more &#147;Increases&#148; 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
&#147;Maximum Funded Amount&#148; under (and as defined in) each Unexpired Series (each such weekly
&#147;Increase&#148;, an &#147;<U>Unexpired Series&nbsp;True-Up</U>&#148;); <U>provided</U> that if any &#147;Increase&#148; exceeds
$500,000, the amount of such &#147;Increase&#148; 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&nbsp;Supplement to the contrary, following the $50,000,000 &#147;Maximum Funded
Amount&#148; reduction under Series&nbsp;2008-A that occurs on May&nbsp;31, 2011 and provided no Early
Amortization Event or Event of Default has occurred, &#147;Increases&#148; and repayments across Series shall
be allocated on a non-pro rata basis until such time as the percentage utilization of the &#147;Maximum
Funded Amounts&#148; of Series&nbsp;2010-A and Series&nbsp;2008-A are equivalent (and each such &#147;Increase&#148; and
repayment during such period shall reduce any inequivalence).


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.04 <U>Extension of Purchase Expiration Date</U>. The Issuer may advise the Funding
Agent in writing of its desire to extend the Purchase Expiration Date for an additional 364&nbsp;days;
<U>provided</U> such request is made not more than 90&nbsp;days prior to, and not less than 60&nbsp;days
prior to, the then current Purchase Expiration Date. The Funding Agent shall notify the Issuer in
writing, within 30&nbsp;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)&nbsp;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)&nbsp;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&#146; 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.05 <U>Reduction of Maximum Funded Amount</U>. 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 &#147;<U>Reduction</U>&#148;) by the Issuer; <U>provided</U> 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&nbsp;a.m., New York time on a Business Day that is at least
thirty (30)&nbsp;days prior to such Reduction; <U>provided</U>, <U>further</U>, 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 <U>provided</U>, <U>further</U>, that no Reduction may cause the Maximum Funded
Amount to be lower than $50,000,000. Each &#147;Reduction&#148; under (and as defined in) any Unexpired
Series (including each Reduction hereunder) shall be followed by one or more &#147;Reductions&#148; under
(and as defined in) such other Unexpired Series and in such amounts as are necessary to cause the
Unexpired Series&nbsp;Aggregate Maximum Funded Amount to be ratably reduced among all Unexpired Series
according to the &#147;Maximum Funded Amount&#148; under (and as defined in) each Unexpired Series (each such
&#147;Reduction&#148;, an &#147;<U>Unexpired Series&nbsp;True-Up Reduction</U>&#148;). Notwithstanding the foregoing, the
Maximum Funded Amount hereunder shall not be reduced ratably in connection with the $50,000,000
&#147;Maximum Funded Amount&#148; reduction under Series&nbsp;2008-A that occurs on May&nbsp;31, 2011.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.06 <U>Calculation of Monthly Interest</U>. (a)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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&nbsp;Supplement (including, without limitation, VFN Financing Costs determined pursuant to
Section&nbsp;5.12 of the Series&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.07 <U>Benefits of Indenture</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.08 <U>Broken Funding</U>. In the event of (i)&nbsp;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)&nbsp;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
&#147;<U>Breakage Amount</U>&#148;) determined by such Purchaser (or the Funding Agent) to be the excess, if
any, of (i)&nbsp;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)&nbsp;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 <U>Section&nbsp;2.08</U> and setting forth any amount or amounts that such Purchaser is entitled
to receive pursuant to this <U>Section&nbsp;2.08</U> 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)&nbsp;Business Days after receipt of notice thereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.09 <U>Illegality</U>. 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)&nbsp;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)&nbsp;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&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.10 <U>Inability to Determine Eurodollar Rate</U>. If, prior to the first day of
any Fixed Period relating to any Funding Tranche maintained by reference to the Eurodollar Rate:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(1)&nbsp;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



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(2)&nbsp;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;


<P align="left" style="font-size: 12pt">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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 2.11 <U>Fees</U>. 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&nbsp;5 of the Series&nbsp;Supplement, each of the fees specified in the Fee Letter.


<P align="center" style="font-size: 12pt">ARTICLE III



<P align="center" style="font-size: 12pt">CLOSING



<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.01 <U>Closing</U>. The closing (the &#147;<U>Closing</U>&#148;) of the purchase and sale of
the VFN shall take place on or about 10:00&nbsp;a.m. on December&nbsp;23, 2010, or if the conditions to
closing set forth in <U>Article&nbsp;IV</U> of this Note Purchase Agreement&nbsp;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 &#147;<U>Closing Date</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 3.02 <U>Transactions to be Effected at the Closing</U>. At the Closing (a)&nbsp;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)&nbsp;Business Days prior to
the Closing Date; and (b)&nbsp;the Issuer shall deliver the VFN to the Funding Agent in satisfaction of
the Issuer&#146;s obligation to the Funding Agent hereunder.


<P align="center" style="font-size: 12pt">ARTICLE IV



<P align="center" style="font-size: 12pt">CONDITIONS PRECEDENT TO<BR>
PURCHASE ON THE CLOSING DATE



<P align="left" style="font-size: 12pt; text-indent: 8%">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):


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.01 <U>Performance by Cofina Entities</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.02 <U>Representations and Warranties</U>. 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).


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.03 <U>Corporate Documents</U>. The Funding Agent shall have received copies of the
(i)&nbsp;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)&nbsp;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)&nbsp;incumbency certificate of each Cofina Entity, each certified by appropriate corporate or
limited liability company authorities, as applicable.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.04 <U>Opinions of Counsel</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.05 <U>Reports</U>. The Funding Agent shall have received a copy of the most recent
Monthly Servicer Report prior to Closing.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.06 <U>Financing Statements</U>. 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:


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.07 <U>Documents</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.08 <U>VFN</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.09 <U>No Actions or Proceedings</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.10 <U>Approvals and Consents</U>. All Governmental Actions of all Official Bodies
required with respect to the transactions contemplated by the Transaction Documents&nbsp;and the other
documents related thereto shall have been obtained or made.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.11 <U>Officer&#146;s Certificates</U>. The Funding Agent shall have received a
certificate of a Responsible Officer from each Cofina Entity (each, an &#147;<U>Officer&#146;s
Certificate</U>&#148;) 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 <U>Sections&nbsp;4.01</U> and <U>4.02</U> with respect to such Cofina Entity.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.12 <U>Accounts</U>. The Funding Agent shall have received evidence that the
Collection Account, Series&nbsp;2010-A Settlement Account and the Spread Maintenance Account have been
established in accordance with the terms of the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.13 <U>Expenses</U>. Costs and expenses of the Funding Agent and the Purchasers
accrued and payable under <U>Section&nbsp;8.04</U>, including all accrued attorneys&#146; fees and expenses
shall have been paid.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.14 <U>Liens</U>. 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)&nbsp;Liens in favor of (or appropriately assigned to) the Trustee,
(ii)&nbsp;Permitted Encumbrances, and (iii)&nbsp;Liens for which releases or acceptable assignments or other
amendments have been delivered to the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.15 <U>Other Documents</U>. The Cofina Entities shall have furnished to the Funding
Agent such other information, certificates and documents as the Funding Agent may reasonably
request.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 4.16 <U>Payment of Fees</U>. The fees due on the Closing Date (as specified in the
Fee Letter) shall have been paid.


<P align="center" style="font-size: 12pt">ARTICLE V



<P align="center" style="font-size: 12pt">REPRESENTATIONS AND WARRANTIES OF THE ISSUER



<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 5.01 <U>Representations and Warranties of the Issuer</U>. 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 <U>Section&nbsp;5.01</U>, such representations
and warranties are incorporated by reference herein in their entirety.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 5.02 <U>Reaffirmation of Representations and Warranties by the Issuer</U>. 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).


<P align="center" style="font-size: 12pt">ARTICLE VI



<P align="center" style="font-size: 12pt">REPRESENTATIONS AND WARRANTIES<BR>
WITH RESPECT TO THE FUNDING AGENT AND THE PURCHASERS



<P align="left" style="font-size: 12pt; text-indent: 8%">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:


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 6.01 <U>Securities Laws; Transfer Restrictions</U>. 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:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;it is an &#147;accredited investor&#148; within the meaning of Rule&nbsp;501(a)(1), (2), (3)&nbsp;or (7)&nbsp;of
Regulation&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;it is purchasing the VFN for its own account, or for the account of one or more
&#147;accredited investors&#148; within the meaning of Rule&nbsp;501(a)(1), (2), (3)&nbsp;or (7)&nbsp;of Regulation&nbsp;D under
the Securities Act that meet the criteria described in <U>clause&nbsp;(a)</U> and for which it is
acting with complete investment discretion, for investment purposes only and not with a view to
distribution;


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;it understands that (i)&nbsp;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)&nbsp;the Issuer is not required to so register or qualify the
VFN, and (iii)&nbsp;the VFN may be resold, pledged or otherwise transferred only (A)&nbsp;to the Issuer,
(B)&nbsp;to a &#147;qualified institutional buyer&#148; (as defined in Rule&nbsp;144A under the Securities Act) in a
transaction meeting the requirements of Rule&nbsp;144A under the Securities Act, or (C)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;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&nbsp;Supplement; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;it will obtain from any transferee of the VFN (or any interest therein) substantially the
same representations, warranties and agreements contained in this <U>Section&nbsp;6.01</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 6.02 <U>Enforceability</U>. 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&#146; rights and to general principles
of equity.


<P align="center" style="font-size: 12pt">ARTICLE VII



<P align="center" style="font-size: 12pt">COVENANTS



<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 7.01 <U>Covenants</U>. The Issuer hereby covenants that, until the termination of
the Transaction Documents, unless the Purchasers shall otherwise consent in writing:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Monthly Noteholders&#146; Statement; Notice of Adverse Effect</U>. The Issuer will cause
each Monthly Noteholders&#146; Statement pertaining to the Series&nbsp;Supplement to be delivered to each
Purchaser, contemporaneously with the delivery thereof to the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Notice of Default</U>. As soon as possible, and in any event within one (1)&nbsp;day after
(i)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Further Assurances</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;<U>Notice of Modifications to Credit Manual</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;<U>Expenses</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;<U>Creation of New Series</U>. The Issuer shall not create a new Series of Notes without
the prior written consent of the Funding Agent.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;<U>Amendments</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(h)&nbsp;<U>Other Series</U>. 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&nbsp;2010-A (&#147;<U>More Favorable Documentation</U>&#148;), then, but only for
so long as such More Favorable Documentation remains in effect, it will deem the provisions
applicable to Series&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 7.02 <U>Incorporation</U>. 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.


<P align="center" style="font-size: 12pt">ARTICLE VIII



<P align="center" style="font-size: 12pt">INDEMNIFICATION



<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 8.01 <U>Indemnification</U>. 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&#146; fees and disbursements
(all of the foregoing being collectively referred to as &#147;<U>Issuer Indemnified Amounts</U>&#148;)
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:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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);


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;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&nbsp;V of the Indenture and/or the Series&nbsp;Supplement, if all or a portion of such distributions
shall thereafter be rescinded or otherwise must be returned for any reason;


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;the commingling by the Issuer of Collections at any time with other funds;


<P align="left" style="font-size: 12pt; text-indent: 8%">(h)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 8%">(j)&nbsp;any action taken by the Issuer in the enforcement or collection of any portion of the
Trust Estate;


<P align="left" style="font-size: 12pt; text-indent: 8%">(k)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 8%">(l)&nbsp;the failure to vest in the Trustee (for the benefit of the Purchasers and the other
Secured Parties) (i)&nbsp;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)&nbsp;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


<P align="left" style="font-size: 12pt; text-indent: 8%">(m)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">If for any reason the indemnification provided in this <U>Section&nbsp;8.01</U> 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 <U>Section&nbsp;8.01</U>) 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 <U>Section&nbsp;8.01</U> 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&nbsp;V of the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 8.02 <U>Indemnity for Reserves and Expenses</U>. (a)&nbsp;&nbsp;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:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(i)&nbsp;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 &#147;<U>Affected Party</U>&#148;) 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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(ii)&nbsp;imposes upon any Affected Party any other expense deemed by such Affected Party to
be material (including, without limitation, reasonable attorneys&#146; 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,


<P align="left" style="font-size: 12pt">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)&nbsp;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; <U>provided</U>, <U>however</U>, 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 <U>Section
8.02(a)</U> 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&nbsp;V of the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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&#146;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)&nbsp;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.&nbsp;51 by the Financial
Accounting Standards Board shall constitute an adoption, change, request or directive subject to
this <U>Section&nbsp;8.02(b)</U>. 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; <U>provided</U>, <U>however</U>, 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 <U>Section&nbsp;8.02(b)</U>
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&nbsp;V of the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 8.03 <U>Indemnity for Taxes</U>. (a)&nbsp;&nbsp;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)&nbsp;taxes that would not have been imposed if the Affected Party had
timely complied with the requirements of <U>Section&nbsp;8.03(b)</U>, and (ii)&nbsp;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, &#147;<U>Taxes</U>&#148;).
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)&nbsp;days after the date of written demand therefor by
the Funding Agent.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Each Affected Party that is a Non-United States Person shall:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(i)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(ii)&nbsp;deliver to the Issuer and the Funding Agent two (2)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(iii)&nbsp;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;


<P align="left" style="font-size: 12pt">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)&nbsp;it is entitled to receive all payments hereunder without deduction
or withholding for or on account of any United States federal Taxes and (ii)&nbsp;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 <U>clause&nbsp;(b)</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Limitations</U>. Each Affected Party agrees to use reasonable efforts to mitigate the
imposition of any Taxes referred to in this <U>Section&nbsp;8.03</U>, 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; <U>provided</U> 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 <U>Section&nbsp;8.03</U> 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&nbsp;V of Base Indenture.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 8.04 <U>Other Costs, Expenses and Related Matters</U>. (a)&nbsp;&nbsp;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&#146;, accountants&#146; and other third parties&#146; 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)&nbsp;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&#146; interest in
the Trust Estate) and (ii) (A)&nbsp;relating to any amendments, waivers or consents under this Note
Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B)&nbsp;arising
in connection with the Funding Agent&#146;s or such Purchaser&#146;s enforcement or preservation of rights
(including the perfection and protection of the Purchasers&#146; interest in the Trust Estate under this
Note Purchase Agreement and the other Transaction Documents), or (C)&nbsp;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 <U>Section&nbsp;8.04</U> 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&nbsp;V of the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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 <U>Article&nbsp;VIII</U>. Any notice by the Funding Agent claiming
compensation under this <U>Article&nbsp;VIII</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;If the Issuer is required to pay any additional amount to any Purchaser pursuant to
<U>Section&nbsp;8.02</U> or <U>8.03</U>, 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
<U>Section&nbsp;8.02</U> or <U>Section&nbsp;8.03</U>, as the case may be, in the future.


<P align="center" style="font-size: 12pt">ARTICLE IX



<P align="center" style="font-size: 12pt">THE FUNDING AGENT



<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 9.01 <U>Authorization and Action</U>. 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 <U>Section&nbsp;9.04</U> 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 <U>Section&nbsp;9.06</U>, the appointment and authority of the
Funding Agent hereunder shall terminate on the Series&nbsp;2010-A Termination Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 9.02 <U>Funding Agent&#146;s Reliance, Etc.</U> 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)&nbsp;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)&nbsp;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)&nbsp;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)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 9.03 <U>Funding Agent and Affiliates</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 9.04 <U>Indemnification</U>. 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; <U>provided</U>, that (i)&nbsp;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&#146;s gross negligence or willful
misconduct and (ii)&nbsp;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; <U>provided</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 9.05 <U>Purchase Decision</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 9.06 <U>Successor Funding Agent</U>. The Funding Agent may resign at any time by
giving thirty (30)&nbsp;days&#146; 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&#146;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&#146;s resignation hereunder as Funding Agent, the
provisions of this <U>Article&nbsp;IX</U> 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.


<P align="center" style="font-size: 12pt">ARTICLE X



<P align="center" style="font-size: 12pt">MISCELLANEOUS



<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.01 <U>Amendments</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.02 <U>Notices</U>. 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 <U>Schedule&nbsp;I</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.03 <U>No Waiver; Remedies</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.04 <U>Binding Effect; Assignability</U>. (a)&nbsp;This Note Purchase Agreement shall
be binding on the parties hereto and their respective successors and assigns; <U>provided</U>,
<U>however</U>, 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); <U>provided</U>, that any such transfer,
participation or assignment shall only be made in compliance with the transfer restrictions set
forth herein and in the Indenture; <U>provided</U>, <U>further</U>, 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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Each Committed Purchaser may assign to one or more Persons (each an &#147;<U>Assignee
Committed Purchaser</U>&#148;), reasonably acceptable to the Issuer and the Funding Agent a portion of
such Purchaser&#146;s commitment in respect of its Purchaser Percentage of the Maximum Funded Amount
(for each such Purchaser, the &#147;<U>Commitment</U>&#148;) pursuant to a supplement hereto, substantially
in the form of <U>Exhibit&nbsp;C</U> with any changes as have been approved by the parties thereto (a
&#147;<U>Transfer Supplement</U>&#148;), executed by each such Assignee Committed Purchaser, the assignor
Committed Purchaser, and the Funding Agent; <U>provided</U>, 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)&nbsp;the execution of the Transfer Supplement, (ii)
delivery of an executed copy thereof to the Issuer and the Funding Agent and (iii)&nbsp;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 &#147;Committed Purchaser&#148; and any resulting adjustment of the assignor
Committed Purchaser&#146;s Commitment.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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 &#147;<U>Participant</U>&#148;)
participating interests in all or a portion of its rights and obligations under this Note Purchase
Agreements; <U>provided</U>, 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&#146;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&#146;s
rights and obligations under this Note Purchase Agreement. Each Participant shall be entitled to
the benefits of <U>Article&nbsp;VIII</U>; <U>provided</U>, <U>however</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.05 <U>Confidentiality</U>. 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)&nbsp;to legal counsel, accountants and other professional advisors to the
Issuer and its Affiliates, (ii)&nbsp;as required by law, regulation, the requirements of the any
self-regulating organization such as a stock exchange or legal process or (iii)&nbsp;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)&nbsp;any of the Purchasers or the
Funding Agent, (ii)&nbsp;legal counsel, accountants and other professional advisors to the Funding
Agent, the Purchasers or their Affiliates, (iii)&nbsp;as required by law, regulation or legal process,
(iv)&nbsp;in connection with any legal or regulatory proceeding to which the Funding Agent, any
Purchaser or any of their Affiliates is subject, (v)&nbsp;any nationally recognized rating agency, (vi)
any placement agent which proposes herein to offer and sell the Conduit Purchasers&#146; Commercial
Paper, (vii)&nbsp;any provider of the Conduit Purchaser&#146;s program-wide liquidity or credit support
facilities, (viii)&nbsp;any potential Committed Purchaser or (ix)&nbsp;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;
<U>provided</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.06 <U>GOVERNING LAW; JURISDICTION</U>. 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 <U>FORUM NON CONVENIENS</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.07 <U>Wavier of Trial by Jury</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.08 <U>No Proceedings</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.09 <U>Execution in Counterparts</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.10 <U>No Recourse</U>. 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&nbsp;101 of the Bankruptcy
Code) of any such party shall be subordinated to the payment in full of all Commercial Paper.


<P align="left" style="font-size: 12pt; text-indent: 4%">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;
<U>provided</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">SECTION 10.11 <U>Survival</U>. 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.


<P align="center" style="font-size: 12pt"><B>&#091;Remainder of this page intentionally left blank.&#093;</B>



<P align="left" style="font-size: 12pt; text-indent: 8%"><B>IN WITNESS WHEREOF</B>, 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.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="23%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="77%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left"><B>COFINA FUNDING, LLC</B>,</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">as Issuer<BR>
By:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/ Jamey Grafing</DIV></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name: Jamey Grafing<BR>
Title: Chief Financial Officer</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 12pt"><B>&#091;Signatures continue on the following page.&#093;</B>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="44%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="51%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left"><B>NIEUW AMSTERDAM RECEIVABLES CORPORATION</B>,</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">as Conduit Purchaser<BR>
By:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR>
/s/ Kevin Burns</DIV></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name: Kevin Burns<BR>
Title: Vice President</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.
&#147;RABOBANK NEDERLAND&#148;, NEW YORK BRANCH</B>,</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:19%; font-size: 12pt">as Funding Agent

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="89%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Stephen G. Adams</DIV></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name: Stephen G. Adams<BR>
Title: Executive Director</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Brett Delfino</DIV></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name: Brett Delfino<BR>
Title: Executive Director</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.
&#147;RABOBANK NEDERLAND&#148;, NEW YORK BRANCH</B>,</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:19%; font-size: 12pt">as a Committed Purchaser

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="89%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/ Stephen G. Adams&#151;</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name: Stephen G. Adams<BR>
Title: Executive Director</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s Brett Delfino</DIV></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name: Brett Delfino<BR>
Title: Executive Director</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Purchaser Percentage: 100%</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="right" style="font-size: 12pt">EXHIBIT A



<P align="center" style="font-size: 12pt">Form of Notice of<BR>
Increase


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="51%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="27%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1.</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="5" valign="top" align="left">Proposed Increase Date: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2.</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Amount of requested</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">$<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Increase (lesser of</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">minimum amount of $250,000</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">or remaining Maximum</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Funded Amount)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3.</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Purchase Price
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">$<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4.</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Remaining Maximum Funded</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">$<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Amount (after giving</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">effect to the requested</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Increase)
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">5.</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Certifications:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(a)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">The representations and<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">warranties of Cofina<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Funding, LLC (the<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">&#147;Issuer&#148;) contained in the<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Amended and Restated Base<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Indenture dated as of<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">December&nbsp;23, 2010 (as<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">amended) between the<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Issuer and U.S. Bank<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">National Association, as<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">trustee (the &#147;Trustee&#148;);<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">the Series&nbsp;2010-A<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Supplement, dated as of<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">December&nbsp;23, 2010, between<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">the Issuer and the<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Trustee; and the Note<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Purchase Agreement dated<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">as of December&nbsp;23, 2010<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">(the &#147;Note Purchase<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Agreement&#148;), among the<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Issuer, the Conduit<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Purchaser, the Funding<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Agent and the Committed<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Purchasers named therein,<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">are true and correct in<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">all material respects on<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">the date hereof (except to<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">the extent they expressly<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">relate to an earlier or<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">later time and then as of<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">such earlier or later<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">time).
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR style="font-size: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(b)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">The conditions to the<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Increase specified in<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Section&nbsp;2.03 of the Note<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Purchase Agreement have<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">been satisfied and will be<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">satisfied as of the<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">applicable Increase Date.<BR></TD>
</TR>
<TR style="font-size: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;<BR></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:19%; font-size: 12pt">COFINA FUNDING, LLC, as Issuer



<P align="left" style="margin-left:19%; font-size: 12pt">By <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>



<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 4%">Authorized Officer


<P align="left" style="font-size: 12pt">Date of Notice: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="right" style="font-size: 12pt">EXHIBIT B



<P align="center" style="font-size: 12pt"><U><B>OFFICER&#146;S CERTIFICATE OF COFINA FUNDING, LLC</B></U><BR>
December&nbsp;23, 2010



<P align="left" style="font-size: 12pt; text-indent: 4%">This Officer&#146;s Certificate is delivered pursuant to: (i)&nbsp;the provisions of <U>Section
4.11</U> of the Note Purchase Agreement (as amended, modified, waived, supplemented or restated
from time to time, the &#147;<U>Note Purchase Agreement</U>&#148;), dated as of December&nbsp;23, 2010, by and
among Cofina Funding, LLC, as issuer (the &#147;<U>Issuer</U>&#148;), Cooperatieve Centrale
Raiffeisen-Boerenleenbank, B.A. &#147;Rabobank Nederland&#148;, New York Branch (the &#147;<U>Funding
Agent</U>&#148;), as Funding Agent for the Purchasers, and the financial institutions from time to time
parties thereto, as Committed Purchasers, and (ii)&nbsp;the provisions of <U>Section&nbsp;2.2(a)(vii)</U> of
the Amended and Restated Base Indenture (as amended, modified, waived, supplemented or restated
from time to time, the &#147;<U>Base Indenture</U>&#148;), dated as of December&nbsp;23, 2010, by and between the
Issuer, as issuer, and U.S. Bank National Association, as trustee (the &#147;<U>Trustee</U>&#148;).
Capitalized terms used but not defined herein have the meanings provided in the Base Indenture and
Note Purchase Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">The undersigned, a duly elected Responsible Officer of the Issuer, hereby certifies to the
Funding Agent, as follows:


<P align="left" style="font-size: 12pt; text-indent: 4%">(i)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 4%">(ii)&nbsp;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


<P align="left" style="font-size: 12pt; text-indent: 4%">(iii)&nbsp;on the date hereof, after giving effect to the New Series&nbsp;Issuance, no Borrowing Base
Deficiency will exist.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>IN WITNESS WHEREOF</B>, the undersigned has hereunto set his hand as of the date first written
above.



<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 8%"><B>COFINA FUNDING, LLC</B>



<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 8%">By:<BR>
Name:<BR>
Title:<BR>


<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->

<P align="center" style="font-size: 12pt">SCHEDULE I



<P align="center" style="font-size: 12pt">Addresses for Notices


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="17%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="57%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">If to:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Issuer:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Cofina Funding, LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">5500 Cenex Drive<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">St. Paul, Minnesota 55077<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Attention:<BR>
Telephone:<BR>
Facsimile:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">James M. Grafing, Chief Financial Officer<BR>
(651)&nbsp;355-6974<BR>
(651)&nbsp;451-4917</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:8%; font-size: 12pt">Funding Agent:



<P align="left" style="margin-left:12%; font-size: 12pt">Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A. &#147;Rabobank Nederland&#148;,
New York Branch

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">245 Park Avenue, 37<sup>th</sup> Floor<BR>
New York, NY 10167<BR>
Attention:Transaction Management Team<BR>
Telephone:(212) 808-6836<BR>
Facsimile:(914) 287-2254<BR>
Email: tmteam@rabobank.com</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Committed Purchaser:</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:12%; font-size: 12pt">Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A. &#147;Rabobank Nederland&#148;,
New York Branch

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="37%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="58%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">245 Park Avenue, 37<sup>th</sup> Floor<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">New York, NY 10167<BR>
Attention:<BR>
Telephone:<BR>
Facsimile:<BR>
Email:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
Transaction Management Team<BR>
(212)&nbsp;808-6836<BR>
(914)&nbsp;287-2254<BR>
tmteam@rabobank.com</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Conduit Purchaser:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">Nieuw Amsterdam Receivables Corporation<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">c/o Global Securitization Services LLC<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">68 South Service Road, Suite&nbsp;120<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">Melville, New York 11747<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Telephone:<BR>
Facsimile:<BR>
Email:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(631) 930-7226<BR>
(914)&nbsp;287-2254<BR>
wpierce@gssnyc.com</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="margin-left:12%; font-size: 12pt">With a copy to:

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="37%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="58%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">Rabobank Nederland, New York Branch,<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">as Administrator
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">245 Park Avenue, 37<sup>th</sup> Floor<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">New York, NY 10167
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">Melville, New York 11747<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Attention:<BR>
Telephone:<BR>
Facsimile:<BR>
Email:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Transaction Management Team<BR>
(212)&nbsp;808-6836<BR>
(914)&nbsp;287-2254<BR>
tmteam@rabobank.com</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="31%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="26%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="27%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE IDEFINITIONS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 1.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Certain Defined Terms</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 1.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Other Definitional Provisions</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE IIPURCHASE AND SALE</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 2.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Purchase and Sale of the VFN</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 2.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Initial Purchase Price</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 2.03</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Increases</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 2.04</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Extension of Purchase Expiration Date</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 2.05</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Reduction of Maximum Funded Amount</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 2.06</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Calculation of Monthly Interest</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 2.07</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Benefits of Indenture</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 2.08</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Broken Funding</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 2.09</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Illegality</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 2.10</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Inability to Determine Eurodollar Rate</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 2.11</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Fees</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:30px; text-indent:-10px">ARTICLE IIICLOSING</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 3.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Closing</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 3.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Transactions to be Effected at the Closing</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="5" align="left">ARTICLE IVCONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE12<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Performance by Cofina Entities</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Representations and Warranties</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.03</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Corporate Documents</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.04</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Opinions of Counsel</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.05</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Reports</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.06</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Financing Statements</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.07</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Documents</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.08</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">VFN</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.09</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">No Actions or Proceedings</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.10</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Approvals and Consents</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.11</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Officer&#146;s Certificates</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.12</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Accounts</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.13</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Expenses</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.14</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Liens</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.15</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Other Documents</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.16</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Payment of Fees</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="5" align="left">ARTICLE VREPRESENTATIONS AND WARRANTIES OF THE ISSUER<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 5.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Representations and Warranties of the Issuer</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 5.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Reaffirmation of Representations and Warranties by the Issuer</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="5" align="left">ARTICLE VIREPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE FUNDING AGENT AND THE PURCHASERS<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 6.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Securities Laws; Transfer Restrictions</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 6.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Enforceability</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE VIICOVENANTS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 7.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Covenants</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 7.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Incorporation</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE VIIIINDEMNIFICATION</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 8.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Indemnification</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 8.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Indemnity for Reserves and Expenses</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 8.03</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Indemnity for Taxes</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 8.04</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Other Costs, Expenses and Related Matters</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE IXTHE FUNDING AGENT</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 9.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Authorization and Action</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 9.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Funding Agent&#146;s Reliance, Etc</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 9.03</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Funding Agent and Affiliates</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 9.04</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Indemnification</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 9.05</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Purchase Decision</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 9.06</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Successor Funding Agent</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE XMISCELLANEOUS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 10.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Amendments</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 10.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Notices</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 10.03</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">No Waiver; Remedies</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 10.04</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Binding Effect; Assignability</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 10.05</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Confidentiality</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 10.06</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">GOVERNING LAW; JURISDICTION</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 10.07</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Wavier of Trial by Jury</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 10.08</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">No Proceedings</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 10.09</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Execution in Counterparts</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 10.10</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">No Recourse</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 10.11</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Survival</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
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<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
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    <TD width="22%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="73%">&nbsp;</TD>
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<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">EXHIBIT A<BR>
EXHIBIT B<BR>
EXHIBIT C
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Notice of Increase<BR>
Series&nbsp;2010-A Officer&#146;s Certificate<BR>
Form of Transfer Supplement</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SCHEDULE I
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Addresses for Notices</TD>
</TR>
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<TYPE>EX-10.3
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<DESCRIPTION>EX-10.3
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<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt">COFINA FUNDING, LLC,<BR>
as Issuer</FONT>



<P align="center" style="font-size: 12pt">and



<P align="center" style="font-size: 12pt">U.S. BANK NATIONAL ASSOCIATION,<BR>
as Trustee



<P align="center" style="font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>



<P align="center" style="font-size: 12pt">AMENDED AND RESTATED BASE INDENTURE<BR>
Dated as of December&nbsp;23, 2010



<P align="center" style="font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>



<P align="center" style="font-size: 12pt">Cofina Variable Funding Asset Backed Notes<BR>
(Issuable in Series)



<P align="left" style="font-size: 12pt; text-indent: 4%">AMENDED AND RESTATED BASE INDENTURE, dated as of December&nbsp;23, 2010, amending and
restating that certain Base Indenture, dated as of August&nbsp;10, 2005 (the &#147;<U>Original
Indenture</U>&#148;, as amended and restated by this Agreement, the &#147;<U>Base Indenture</U>&#148;) between
COFINA FUNDING LLC, a Delaware limited liability company, as issuer (the &#147;<U>Issuer</U>&#148;) and U.S.
BANK NATIONAL ASSOCIATION, a national banking association, as Trustee.


<P align="center" style="font-size: 12pt">W I T N E S S E T H:



<P align="left" style="font-size: 12pt; text-indent: 4%">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


<P align="left" style="font-size: 12pt; text-indent: 4%">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;


<P align="left" style="font-size: 12pt; text-indent: 4%">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:


<P align="center" style="font-size: 12pt">GRANTING CLAUSE



<P align="left" style="font-size: 12pt; text-indent: 4%">The Issuer hereby grants to the Trustee on the Initial Closing Date, for the benefit of the
Noteholders, each &#147;Indemnified Party&#148;, each &#147;Hedge Counterparty&#148; and &#147;Affected Party&#148; (each as
defined in the applicable Note Purchase Agreement&#148;), and each Enhancement Provider (the
&#147;<U>Secured Parties</U>&#148;), to secure the Issuer Obligations, a first priority lien on and security
interest in all of the Issuer&#146;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)&nbsp;all investment property in
which the Issuer has an interest, all of the Issuer&#146;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)&nbsp;the Receivables acquired or purported to
be acquired by the Issuer under the Purchase Agreement; (c)&nbsp;all Collections; (d)&nbsp;all Related
Security; (e)&nbsp;the Collection Account, the Spread Maintenance Account, any Investor Account, any
Series&nbsp;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 &#147;<U>Trust Account</U>&#148;), all monies from time
to time deposited therein and all investment property from time to time credited thereto; (f)&nbsp;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)&nbsp;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&nbsp;Supplement); (h)&nbsp;to the extent set
forth in the Series&nbsp;Supplement for a Series, any Enhancement; (i)&nbsp;all monies available under or
pursuant to any Enhancement to be provided for any Series for payment to the Noteholders of such
Series; (j)&nbsp;the Issuer&#146;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)&nbsp;all additional property that may from time to time hereafter (pursuant to the
terms of any Series&nbsp;Supplement or otherwise) be subjected to the grant and pledge hereof by the
Issuer or by anyone on its behalf; and (l)&nbsp;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 &#147;<U>Trust Estate</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="center" style="font-size: 12pt">ARTICLE 1.



<P align="center" style="font-size: 12pt">DEFINITIONS AND INCORPORATION BY REFERENCE



<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;1.1.</U> <U>Definitions</U>. Certain capitalized terms used herein (including
the preamble and the recitals hereto) shall have the following meanings:


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Acceptable</U>&#148; means, with respect to any Receivable, one with a UCS Score of A1, A2 or
A3 in accordance with the Credit Manual.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Accrued Facility Costs</U>&#148; means, on any Business Day, the aggregate of (a)&nbsp;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)&nbsp;the Servicing Fee due and payable with respect to the
current Settlement Period and any prior Settlement Period (to the extent unpaid), (c)&nbsp;the Premium
payments due and payable with respect to the current Settlement Period and any prior Settlement
Period (to the extent unpaid), (d)&nbsp;the custodian fees due and payable with respect to the current
Settlement Period and any prior Settlement Period (to the extent unpaid), (e)&nbsp;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)&nbsp;the Interest Payments due and payable
with respect to the current Settlement Period and any prior Settlement Period, (g)&nbsp;Scheduled
Principal Payment Amounts due and payable with respect to the current Settlement Period and any
prior Settlement Period (to the extent unpaid), (h)&nbsp;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)&nbsp;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 &#147;due and payable&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Advance Percentage</U>&#148; means 85%.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Adverse Claim</U>&#148; shall mean a lien, security interest, charge or encumbrance, or other
right or claim in, of or on any Person&#146;s assets or properties in favor of any other Person
(including any UCC financing statement or any similar instrument filed against such Person&#146;s assets
or properties), other than a Permitted Encumbrance.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Affiliate</U>&#148; 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)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Agent</U>&#148; means any Transfer Agent and Registrar or Paying Agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Amortization Commencement Date</U>&#148; 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
<U>Section&nbsp;10.1</U> or the start of the Amortization Period with respect to such Series of Notes.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Amortization Period</U>&#148; 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&nbsp;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&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Applicants</U>&#148; shall have the meaning specified in <U>Section&nbsp;4.2(b)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Authorized Newspaper</U>&#148; 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&nbsp;Supplement for such Series) and customarily published
on each Business Day, whether or not published on Saturdays, Sundays and holidays.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Available Distribution Amount</U>&#148; For any Settlement Date, an amount equal to the sum
(without duplication) of (i)&nbsp;the Collections received by the Issuer or the Servicer during the
immediately preceding Monthly Period, (ii)&nbsp;all amounts received by the Issuer pursuant to any
Interest Rate Hedge Agreement with respect to such Settlement Date, (iii)&nbsp;Deemed Collections
received by the Issuer with respect to the immediately preceding Monthly Period, (iv)&nbsp;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)&nbsp;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)&nbsp;funds deposited to
the Collection Account and treated as Investment Earnings that were earned during the related
Monthly Period in accordance with <U>Section&nbsp;5.3(f)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Bankruptcy Code</U>&#148; means The Bankruptcy Reform Act of 1978, as amended from time to
time, and as codified as 11 U.S.C. Section&nbsp;101 <U>et</U> <U>seq</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Base Indenture</U>&#148; 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&nbsp;Supplements.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Bearer Notes</U>&#148; shall have the meaning specified in <U>Section&nbsp;2.1</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Bearer Rules</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Benefit Plan</U>&#148; shall mean any employee benefit plan as defined in Section&nbsp;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)&nbsp;years was, an &#147;employer&#148; as defined in
Section&nbsp;3(5) of ERISA.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Book-Entry Notes</U>&#148; 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 <U>Section&nbsp;2.16</U>; <U>provided</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Book Value</U>&#148; means the value of an Obligor&#146;s assets as calculated by the Servicer in
accordance with the Credit Manual using such Obligor&#146;s most recent fiscal year end financial
statements received by the Servicer.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Borrowing Base</U>&#148; means, at any time, (a)&nbsp;the product of the Receivable Balances of all
Eligible Loans multiplied by the Advance Percentage minus (b)&nbsp;the sum of the Concentration Overage
Amount and the Credit Reserve.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Borrowing Base Deficiency</U>&#148; shall be deemed to exist if, at any time, (a)&nbsp;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)&nbsp;the Borrowing Base.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Business Day</U>&#148; means, unless otherwise specified in a Series&nbsp;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; <U>provided</U>, <U>however</U>, that the term &#147;Business Day,&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Business Taxes</U>&#148; shall mean any Federal, state or local income taxes or taxes measured
by income, property taxes, excise taxes, franchise taxes or similar taxes.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Capitalized Lease</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Certificated Security</U>&#148; means a &#147;certificated security&#148; within the meaning of the
applicable UCC.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>CFA</U>&#148; means Cenex Finance Association, Inc., a Minnesota corporation.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>CHS</U>&#148; means CHS Inc., a Minnesota corporation.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Class</U>&#148; means, with respect to any Series, any one of the classes of Notes of that
Series as specified in the related Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Clearing Agency</U>&#148; means an organization registered as a &#147;clearing agency&#148; pursuant to
<U>Section&nbsp;17A</U> of the Exchange Act or any successor provision thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Clearing Agency Participant</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Clearstream, Luxembourg</U>&#148; means Clearstream Banking, soci&#233;t&#233; anonyme.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Closing Date</U>&#148; means the Initial Closing Date or any Series&nbsp;Closing Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Code</U>&#148; shall mean the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Cofina</U>&#148; means Cofina Financial, LLC, a Minnesota limited liability company.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Cofina Officer&#146;s Certificate</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Collateral Interests</U>&#148; shall have the meaning, if any, with respect to any Series,
specified in the related Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Collection Account</U>&#148; shall have the meaning specified in <U>Section&nbsp;5.3(b)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Collections</U>&#148; 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 &#147;Collections&#148; shall
refer to the Collections on all of the Receivables collectively.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Commission</U>&#148; means the United States Securities and Exchange Commission.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Concentration Overage Amount</U>&#148; means, at any time, the aggregate dollar amount
(without duplication) by which each limitation set forth below is exceeded:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;the aggregate Loan Commitments for any one Obligor cannot exceed 4.0% of the aggregate
outstanding Loan Commitments for all Obligors of Eligible Receivables;


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;the aggregate Loan Commitments for the five (5)&nbsp;Obligors with the largest Loan Commitments
cannot exceed 25% of the aggregate outstanding Loan Commitments for all Obligors of Eligible
Receivables;


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;the aggregate Loan Commitments for the ten (10)&nbsp;Obligors with the largest Loan
Commitments cannot exceed 35% of the aggregate outstanding Loan Commitments for all Obligors of
Eligible Receivables;


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;the aggregate Loan Commitments for each of the following states (individually)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;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)&nbsp;years
cannot exceed 20% of the aggregate outstanding Loan Commitments for all Obligors of Eligible
Receivables;


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;the aggregate Loan Commitments for any state in which the applicable originating Seller
has been doing finance business for less than two (2)&nbsp;years cannot exceed 12% of the aggregate
outstanding Loan Commitments for all Obligor of Eligible Receivables;


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;the Receivable Balance to Stressed Realized Value for any Obligor cannot exceed 90%; and


<P align="left" style="font-size: 12pt; text-indent: 4%">(h)&nbsp;The aggregate Receivable Balance of all Term Loans which are Eligible Receivables cannot
exceed 30% of the aggregate Receivable Balance of all Eligible Receivables.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Contractual Obligation</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Control</U>&#148; 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 &#147;Controlled&#148; and &#147;Controlling&#148; shall have meanings correlative to the
foregoing.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Controlled Amortization Period</U>&#148; means, with respect to any Series of Notes, the
period specified, if any, in the applicable Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Cooperative</U>&#148; means an organization which distributes or allocates a major portion of
its earnings or losses on the basis of patronage.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Corporate Trust Office</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Cost of Carry</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Coupon</U>&#148; shall have the meaning specified in <U>Section&nbsp;2.1</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Credit Enhancement</U>&#148; 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&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Credit Manual</U>&#148; 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 <U>Section
2.12(c)</U> of the Servicing Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Credit Reserve</U>&#148; 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)&nbsp;the aggregate
Receivable Balances of all Eligible Receivables and (B) (1- the Advance Percentage):

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B># of Obligors in the Program</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B># of Largest Obligors to be covered by the</B></TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Credit Reserve</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">120</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">100</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:30px; text-indent:-10px">80</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:30px; text-indent:-10px">60</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:30px; text-indent:-10px">50</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:30px; text-indent:-10px">40</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:30px; text-indent:-10px">30</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:30px; text-indent:-10px">20</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">15 or less</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Custodian</U>&#148; means the Person acting as custodian under the Custodian Agreement, which
shall initially be U.S. Bank National Association.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Custodian Agreement</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Custodian File</U>&#148; shall have the meaning specified in the Purchase Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Cut-Off Date</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Daily Servicer Report</U>&#148; shall mean a report substantially in the form attached as
<U>Exhibit&nbsp;A</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Deemed Collections</U>&#148; means in connection with any Receivable, all amounts payable
(without duplication) with respect to such Receivable, by (i)&nbsp;a Seller pursuant to <U>Section
2.07</U> of the Purchase Agreement or the Purchase and Contribution Agreement, (ii)&nbsp;the Servicer
pursuant to <U>Section&nbsp;2.11</U> of the Servicing Agreement and/or (iii)&nbsp;the Servicer pursuant to
<U>Section&nbsp;3.02(c)</U> of the Servicing Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Default</U>&#148; means any occurrence that is, or with notice or lapse of time or both would
become, an Event of Default.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Defaulted Obligor</U>&#148; means an Obligor (i)&nbsp;of a Defaulted Receivable, (ii)&nbsp;which is
subject to an Event of Bankruptcy or (iii)&nbsp;which is in default with regard to any other debt owed
to a Seller or the Issuer.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Defaulted Receivable</U>&#148; shall mean a Receivable: (i)&nbsp;as to which any payment, or part
thereof, remains unpaid for 90&nbsp;days from the original due date for such payment, (ii)&nbsp;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)&nbsp;the related Obligor with respect to such
Receivable is a Defaulted Obligor; <U>provided</U> 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; <U>provided</U>,
<U>further</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Default Ratio</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Definitive Notes</U>&#148; is defined in <U>Section&nbsp;2.16(f)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Delinquency Ratio</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Delinquent Obligor</U>&#148; means an Obligor (i)&nbsp;of a Delinquent Receivable or (ii)&nbsp;which is
delinquent for 45&nbsp;days or more in regard to any other debt owed to a Seller or the Issuer.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Delinquent Receivable</U>&#148; shall mean a Receivable that is not a Defaulted Receivable and
(i)&nbsp;as to which any payment, or part thereof, remains unpaid for 45&nbsp;days or more from the original
due date for such payment, (ii)&nbsp;which has been or, consistent with the Credit Manual, should be
classified as delinquent by the Servicer or (iii)&nbsp;the related Obligor with respect to such
Receivable is a Delinquent Obligor.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Depository</U>&#148; shall have the meaning specified in <U>Section&nbsp;2.16(a)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Depository Agreement</U>&#148; 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&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Determination Date</U>&#148; means, unless otherwise specified in the related Series
Supplement, the third Business Day prior to each Series&nbsp;Transfer Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Dollars</U>&#148; and the symbol &#147;<U>$</U>&#148; mean the lawful currency of the United States.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Doubtful</U>&#148; means, with respect to any Receivable, that such Receivable has a UCS Score
of &#147;Doubtful&#148; in accordance with the Credit Manual.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>DTC</U>&#148; means The Depository Trust Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Early Amortization Event</U>&#148; shall have the meaning set forth in <U>Section&nbsp;10.1</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Eligible Interest Rate Hedge Counterparty</U>&#148; means any bank that (A)&nbsp;has both (x)&nbsp;a
long-term unsecured debt rating of at least &#147;A&#043;/A1&#148; (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)&nbsp;a short-term unsecured debt rating of &#147;A1/F1/P1&#148; (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)&nbsp;is acceptable to the Required Persons for each outstanding VFN Series.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Eligible Receivable</U>&#148; means, at any time, a Receivable:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;which was originated in the ordinary course of business of the applicable Seller
under Loan Documents substantially in the form as set forth as <U>Exhibit&nbsp;G</U>;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;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)&nbsp;material default with
respect thereto; or (ii)&nbsp;any event or circumstance that would, with notice, the passage of
time, or both, become a material default with respect thereto;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;which is (A)&nbsp;not a Defaulted Receivable or a Loss and (B)&nbsp;not a Delinquent
Receivable on the date of acquisition by the Issuer;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;which, together with the Loan Documents related thereto, constitutes an &#147;account,&#148;
a &#147;general intangible,&#148; &#147;chattel paper&#148; or an &#147;instrument&#148; within the meaning of the UCC of
all jurisdictions which govern the perfection of the Issuer&#146;s or the Trustee&#146;s interest
therein;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vi)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vii)&nbsp;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)&nbsp;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)&nbsp;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
&#147;Concentration Overage Amount&#148;);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(viii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ix)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(x)&nbsp;which is denominated and payable only in United States Dollars in the United
States;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xi)&nbsp;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)&nbsp;months from the closing date of such
Operating Loan;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xii)&nbsp;which, with respect to any Term Loan, (A)&nbsp;requires principal payments (a)&nbsp; 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)&nbsp;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)&nbsp;does not have a weighted average life in excess of 7&nbsp;years;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xiii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xiv)&nbsp;which is prepayable at any time and, together with the related Loan Documents and
Related Security, is fully assignable;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xv)&nbsp;which satisfies in all material respects the applicable requirements of the Credit
Manual;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xvi)&nbsp;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 &#147;all assets&#148; UCC-1 filing against each related Obligor;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xvii)&nbsp;which has not been compromised, adjusted or similarly modified other than in
accordance with the Credit Manual and as permitted by the Transaction Documents;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xviii)&nbsp;with respect to which the Loan Documents are complete and in accordance with
the Credit Manual;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xix)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xx)&nbsp;with respect to which (a)&nbsp;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);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xxi)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xxii)&nbsp;with respect to which the outstanding principal balance is less than the Risk
Capital Limit for the related Obligor;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xxiii)&nbsp;the Obligor of which has provided the Servicer with monthly financial
statements in accordance with the Loan Documents within 35&nbsp;days of each month end;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xxiv)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xxv)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xxvi)&nbsp;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&#146; rights in general and
general equity principles;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xxvii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xxviii)&nbsp;the Related Security of which is insured as required by the Transaction
Documents and the Credit Manual;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xxix)&nbsp;is not subordinated in any respect to any other Indebtedness of the relevant
Obligor;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xxx)&nbsp;the Outstanding Balance of which is less than the related Loan Commitment amount
under the Loan Documents;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xxxi)&nbsp;in respect of which no security deposit or reserve paid or created by the
related Obligor exists;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xxxii)&nbsp;the Custodian File with respect to which shall have been delivered to the
Custodian within two (2)&nbsp;Business Days following acquisition thereof by the Issuer;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xxxiii)&nbsp;which accrues interest at a floating rate of interest payable in full in cash;
provided, however, that up to $30&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xxxiv)&nbsp;if acquired by the Issuer after December&nbsp;23, 2010, such Receivable was not
originated by or acquired from CFA.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Enhancement</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Enhancement Agreement</U>&#148; means any contract, agreement, insurance policy, surety bond,
instrument or document (other than a Series&nbsp;Supplement) governing the terms of any Enhancement or
pursuant to which any Enhancement is issued or outstanding.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Enhancement Provider</U>&#148; means the Person providing any Enhancement as designated in the
applicable Series&nbsp;Supplement, other than any Noteholders the Notes of which are subordinated to any
class or Series of Notes.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>ERISA</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>ERISA Affiliate</U>&#148; shall mean, with respect to any Person, (i)&nbsp;any corporation which is
a member of the same controlled group of corporations (within the meaning of <U>Section&nbsp;414(b)</U>
of the Code) as such Person; (ii)&nbsp;a trade or business (whether or not incorporated) under common
control (within the meaning of <U>Section&nbsp;414(c)</U> of the Code) with such Person; or (iii)&nbsp;a
member of the same affiliated service group (within the meaning of <U>Section&nbsp;414(m)</U> of the
Code) as such Person, any corporation described in clause (i)&nbsp;above or any trade or business
described in clause (ii)&nbsp;above.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>ERISA Event</U>&#148; shall mean any of the following: (i)&nbsp;the filing pursuant to
<U>Section&nbsp;412(d)</U> of the Code or <U>Section&nbsp;303(d)</U> of ERISA of an application for a
waiver of the minimum funding standard with respect to any Pension Plan; (ii)&nbsp;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)&nbsp;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)&nbsp;any &#147;reportable event&#148; as defined in Section&nbsp;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)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Euroclear</U>&#148; shall mean Euroclear Bank S.A./N.V.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Event of Bankruptcy</U>&#148; shall be deemed to have occurred with respect to a Person if:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;(i)&nbsp;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)&nbsp;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


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;such Person shall (i)&nbsp;consent to the institution of any proceeding or petition described
in clause (a)&nbsp;of this definition, or (ii)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Event of Default</U>&#148; has the meaning specified in <U>Section&nbsp;11.1</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Exchange Act</U>&#148; means the Securities Exchange Act of 1934, as amended.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Expected Final Settlement Date</U>&#148; means, with respect to any Series of Notes, the date,
if any, stated in the applicable Series&nbsp;Supplement as the date on which such Series of Notes is
expected to be paid in full.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>FDIC</U>&#148; means the Federal Deposit Insurance Corporation.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Finance Charges</U>&#148; shall mean any finance, interest, late or similar charges or fees
owing by an Obligor pursuant to the Obligor Notes and related Loan Documents.


<P align="left" style="font-size: 12pt; text-indent: 4%">"<U>Fitch</U>&#148; means Fitch, Inc.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Foreign Clearing Agency</U>&#148; shall mean Clearstream and Euroclear.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>GAAP</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Global Note</U>&#148; shall have the meaning specified in <U>Section&nbsp;2.19</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Grant</U>&#148; means the Issuer&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Holder</U>&#148; or &#147;<U>Noteholder</U>&#148; 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 &#147;<U>Holder</U>&#148; or &#147;<U>Noteholder</U>&#148; in any
related Series&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Indebtedness</U>&#148; shall mean, with respect to any Person, such Person&#146;s (i)&nbsp;obligations
for borrowed money, (ii)&nbsp;obligations representing the deferred purchase price of property other
than accounts payable arising in the ordinary course of such Person&#146;s business on terms customary
in the trade, (iii)&nbsp;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)&nbsp;obligations which are evidenced by notes, acceptances, or other instruments, (v)&nbsp;Capitalized
Lease obligations, (vi)&nbsp;net payment obligations to a counterparty under an Interest Rate Hedge
Agreement, (vii)&nbsp;obligations under letters of credit or similar obligations and (viii)&nbsp;obligations
of another Person of a type described in clauses (i)&nbsp;through (vii)&nbsp;above, for which such Person is
obligated pursuant to a guaranty, put or similar arrangement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Indenture</U>&#148; means this Base Indenture, together with all Series&nbsp;Supplements, as the
same may be amended, restated, modified or supplemented from time to time.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Indenture Termination Date</U>&#148; shall have the meaning specified in <U>Section&nbsp;13.1</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Independent</U>&#148; means, when used with respect to any specified Person, that the Person
(a)&nbsp;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)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Independent Certificate</U>&#148; 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 <U>Section&nbsp;16.1</U>, 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
&#147;Independent&#148; in this Indenture and that the signer is Independent within the meaning thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Initial Closing Date</U>&#148; means August&nbsp;10, 2005.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Initial Note Principal</U>&#148; means, with respect to any Series of Notes, the amount stated
in the related Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Interest Payment</U>&#148; 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&nbsp;Supplement) on such Series of
Notes.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Interest Rate Hedge Agreement</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Interest Rate Hedge Provider</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Investment Company Act</U>&#148; means the Investment Company Act of 1940, as amended.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Investment Earnings</U>&#148; 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&nbsp;Account in the related Series&nbsp;Supplement).


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Investor Account</U>&#148; shall mean each of the Settlement Accounts.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Issuer</U>&#148; is defined in the <U>preamble</U> of this Base Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Issuer Obligations</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Issuer Order</U>&#148; and &#147;<U>Issuer Request</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Law</U>&#148; shall mean any law (including common law), constitution, statute, treaty,
regulation, rule, ordinance, order, injunction, writ, decree or award of any Official Body.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Legal Final Settlement Date</U>&#148; is defined, with respect to any Series of Notes, in the
applicable Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Lien</U>&#148; 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).


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Loan Commitment</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Loan Commitment to Book Value Ratio</U>&#148; means, with respect to any Obligor, the ratio of
(i)&nbsp;the Obligor&#146;s combined Loan Commitments to (ii)&nbsp;the related Book Value.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Loan Document</U>&#148; 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&#146;s behalf
or for the Obligor&#146;s benefit in respect of such Receivable and related Obligor Note, including
letters of credit, general or limited guaranties or other credit enhancement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Lockbox Account</U>&#148; initially, account number 1150-94 established at M&I.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Loss</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>M&I</U>&#148; means M&I Marshall & Ilsley Bank.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Material Adverse Effect</U>&#148; shall mean any event or condition which would have a
material adverse effect on (i)&nbsp;the collectibility of any material portion of the Receivables,
(ii)&nbsp;the condition (financial or otherwise), businesses or properties of the Issuer, the Servicer
or any Seller, (iii)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Maximum Principal Amount</U>&#148; means, for each Series of Warehouse Notes, the meaning
specified in the related Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Monthly Noteholders&#146; Statement</U>&#148; means, with respect to any Series of Notes, a
statement substantially in the form attached to the relevant Series&nbsp;Supplement, with such changes
as the Servicer may determine to be necessary or desirable with the consent of the Required Persons
for each Series; <U>provided</U>, <U>however</U>, that no such change shall serve to exclude
information expressly required by this Base Indenture or any Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Monthly Period</U>&#148; shall mean, unless otherwise defined in any Series&nbsp;Supplement, the
period from and including the first day of a calendar month to and including the last day of a
calendar month.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Monthly Servicer Report</U>&#148; shall mean a report substantially in the form attached as
<U>Exhibit&nbsp;A</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Moody&#146;s</U>&#148; means Moody&#146;s Investors Service.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Multiemployer Plan</U>&#148; shall mean a &#147;multiemployer plan&#148; as defined in
<U>Section&nbsp;4001(a)(3)</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">"<U>Net Yield Amount</U>&#148; 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)&nbsp;the sum of (a)&nbsp;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&nbsp;Supplements), (b)&nbsp;accrued and
unpaid Servicing Fees, Custodian fees and expenses, Premium and Trustee Fees and Expenses for such
Monthly Period and (c)&nbsp;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)


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>New Series&nbsp;Issuance</U>&#148; means any issuance of a new Series of Notes pursuant to
<U>Section&nbsp;2.2</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>New Series&nbsp;Issuance Date</U>&#148; shall have the meaning, with respect to any Series issued
pursuant to a New Series&nbsp;Issuance, specified in <U>Section&nbsp;2.2</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>New Series&nbsp;Issuance Notice</U>&#148; shall have the meaning, with respect to any Series issued
pursuant to a New Series&nbsp;Issuance, specified in <U>Section&nbsp;2.2</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Non-U.S. Person</U>&#148; means a person who is not a &#147;U.S. Person&#148; as such term is defined in
Regulation&nbsp;S.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Note Interest</U>&#148; shall mean interest payable in respect of the Notes of any Series
pursuant to the Series&nbsp;Supplement for such Series.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Note Owner</U>&#148; 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).


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Note Principal</U>&#148; means, with respect to any Series, the principal payable in respect
of the Notes of each Series pursuant to Article&nbsp;5.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Note Purchase Agreement</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Note Rate</U>&#148; 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&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Note Register</U>&#148; means the register maintained pursuant to <U>Section&nbsp;2.6(a)</U>,
providing for the registration of the Notes and transfers and exchanges thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Notes</U>&#148; 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&nbsp;Supplement or such other obligations of the Issuer deemed to be a
&#147;<U>Note</U>&#148; in any related Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Notice Persons</U>&#148; means, with respect to any Series of Notes, the Persons identified as
such in the applicable Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Obligor</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Obligor Note</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Officer&#146;s Certificate</U>&#148; means a certificate signed by any Responsible Officer of the
Issuer, under the circumstances described in, and otherwise complying with, the applicable
requirements of <U>Section&nbsp;16.1</U> and delivered to the Trustee. Unless otherwise specified, any
reference in this Indenture to an Officer&#146;s Certificate shall be to an Officer&#146;s Certificate of any
Responsible Officer of the Issuer.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Official Body</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Operating Loan</U>&#148; 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)&nbsp;months or less.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Opinion of Counsel</U>&#148; 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 <U>Section&nbsp;16.1</U>, 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&#146;s Certificate or a Cofina
Officer&#146;s Certificate as to the truth of such factual matter.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Other Assets Especially Mentioned</U>&#148; means, with respect to any Receivable, that such
Receivable has a UCS Score of &#147;Other Assets Especially Mentioned&#148; in accordance with the Credit
Manual.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Outstanding Balance</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Paying Agent</U>&#148; shall mean any paying agent appointed pursuant to <U>Section&nbsp;2.7</U>
and shall initially be the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Pension Plan</U>&#148; shall mean a Benefit Plan described in <U>Section&nbsp;3(2)</U> of ERISA.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Perfection Representations</U>&#148; means the representations, warranties and covenants set
forth in <U>Schedule&nbsp;I</U> attached hereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Permitted Encumbrance</U>&#148; (a)&nbsp;with respect to the Issuer, any item described in
<U>clauses (iv</U>) or <U>(vi)</U> below and (b)&nbsp;with respect to any Seller, any item described
in <U>clauses (i)</U> through <U>(vii)</U> below:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;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&#146;, carriers&#146;, repairers&#146;, warehousemen&#146;s and statutory landlords&#146;
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, <U>provided</U> 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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vi)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vii)&nbsp;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.


<P align="left" style="font-size: 12pt"><U>provided</U>, <U>however</U>, that in each of clauses (i)&nbsp;through (iii)&nbsp;and (v)&nbsp;above there is
no material risk of foreclosure against the applicable property and no risk of liability of the
Secured Parties


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Permitted Investments</U>&#148; shall mean, unless otherwise provided in the Series&nbsp;Supplement
with respect to any Series, any of the following (a)&nbsp;negotiable instruments or securities
represented by instruments in bearer or registered or in book-entry form which evidence (i)&nbsp;direct
obligations of, or obligations fully guaranteed by, the United States of America; (ii)&nbsp;obligations
of any agency of the United States of America; (iii)&nbsp;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;
<U>provided</U>, <U>however</U>, 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&#146;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&#146;s, Fitch and S&P; or
(iv)&nbsp;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&#146;s, Fitch and S&P; (b)&nbsp;demand deposits in any depositary institution or trust company
(including those owned or managed by the Trustee) referred to in (a)(iii) above; (c)&nbsp;commercial
paper (having original or remaining maturities of no more than 30&nbsp;days) having, at the time of
investment or contractual commitment to invest therein, a credit rating from Moody&#146;s, Fitch and S&P
of at least P-1, F1 and A-1, respectively; (d)&nbsp;Eurodollar time deposits having a credit rating from
Moody&#146;s, Fitch and S&P of at least P-1, F1 and A-1, respectively; (e)&nbsp;repurchase agreements
involving any of the Permitted Investments described in clauses (a)(i), (a)(iv) and (d)&nbsp;of this
definition so long as the other party to the repurchase agreement has at the time of investment
therein, a rating from Moody&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Permitted Settlement Date Withdrawals</U>&#148; means, with respect to any Series of Notes,
(i)&nbsp;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)&nbsp;on the &#147;legal final settlement date&#148; for each Series an
amount equal to the lesser of (A)&nbsp;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)&nbsp;such Series&#146; 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).


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Person</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Physical Property</U>&#148; means banker&#146;s acceptances, commercial paper, negotiable
certificates of deposits and other obligations that constitute &#147;instruments&#148; within the meaning of
<U>Section&nbsp;9-105(l)(i)</U> of the applicable UCC and are susceptible to physical delivery and
Certificated Securities.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Potential Early Amortization Event</U>&#148; means any occurrence that is, or with notice or
lapse of time or both would become, an Early Amortization Event.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Premium</U>&#148; means, the fee or premium payable to an Enhancement Provider or to another
Person specified in the related Series&nbsp;Supplement or Enhancement Agreement for guaranteeing all or
a portion of the Notes of a Series (or a Class thereof).


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Principal Amortization Period</U>&#148; means, with respect to any Series of Notes, the period
specified, if any, in the applicable Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Principal Receivables</U>&#148; means the principal portion of the Receivables (other than
Defaulted Receivables), excluding any Recoveries and any accrued and unpaid Finance Charges.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Principal Terms</U>&#148; has the meaning specified in <U>Section&nbsp;2.2(b)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Proceeding</U>&#148; means any suit in equity, action at law or other judicial or
administrative proceeding.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Program Amount</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Purchase Agreement</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Purchase and Contribution Agreement</U>&#148; shall mean, collectively (i)&nbsp;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)&nbsp;the Purchase and Sale Agreement, dated as of February&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Qualified Institution</U>&#148; 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)&nbsp;has corporate trust powers and at all times has a
certificate of deposit rating of P-1 by Moody&#146;s, F1 by Fitch and A-1 by Standard & Poor&#146;s or a
long-term unsecured debt obligation rating of at least A1 by Moody&#146;s and at least A&#043; by Fitch and
Standard & Poor&#146;s and deposit insurance provided by either the Bank Insurance Fund (&#147;BIF&#148;) or the
Savings Association Insurance Fund (&#147;<U>SAIF</U>&#148;), each administered by the FDIC, or (b)&nbsp;at all
times has a certificate of deposit rating of at least P-1 by Moody&#146;s, F1 by Fitch and A-1&#043; by
Standard & Poor&#146;s or a long-term unsecured debt obligation rating of at least Baa by Moody&#146;s and of
at least BBB by Fitch and Standard & Poor&#146;s and deposit insurance as required by the FDIC or (c)&nbsp;a
depository institution, which may include the Trustee, which is acceptable to each Rating Agency
(if applicable) and the Required Persons for each Series.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Rapid Amortization Period</U>&#148; means, with respect to any Series of Notes, the period
specified as such, if any, in the applicable Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Rating Agency</U>&#148; 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&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Rating Agency Condition</U>&#148; 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&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Receivable</U>&#148; 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)&nbsp;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)&nbsp;all proceeds of, and payments or
Collections on, under or in respect of any of the foregoing and (iii)&nbsp;all Related Security with
respect thereto. Notwithstanding the foregoing, upon release from the Trust Estate pursuant to
<U>Section&nbsp;2.14</U>, a Removed Receivable shall no longer constitute a Receivable.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Receivable Balance</U>&#148; shall mean, with respect to any Receivable, the outstanding
principal amount thereof, excluding any accrued and outstanding Finance Charges related thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Receivable Balance to Stressed Realizable Value</U>&#148; means, with respect to any Obligor,
the ratio of (i)&nbsp;the Obligor&#146;s combined Receivable Balances to (ii)&nbsp;the related Stressed Realizable
Value.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Receivables File</U>&#148; shall have the meaning specified in the Purchase Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Record Date</U>&#148; means, unless otherwise specified in the applicable Series&nbsp;Supplement,
with respect to any Series of Notes and any Settlement Date, the fifth Business Day preceding such
Settlement Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Records</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Recoveries</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Redemption Date</U>&#148; means (a)&nbsp;in the case of a redemption of the Notes pursuant to
<U>Section&nbsp;15.1</U>, the Settlement Date specified by the Servicer or the Issuer pursuant to
<U>Section&nbsp;15.1</U> or (b)&nbsp;the date specified for a Series pursuant to redemption provisions of
the related Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Redemption Price</U>&#148; means in the case of a redemption of the Notes pursuant to
<U>Section&nbsp;15.1</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Registered Notes</U>&#148; shall have the meaning specified in <U>Section&nbsp;2.1</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Related Security</U>&#148; means, with respect to any Receivable (i)&nbsp;all of the related
Seller&#146;s or the Issuer&#146;s right, title and interest in, to or under (a)&nbsp;the Obligor Note evidencing
such Receivable and to Loan Documents and other agreements that relate to such Receivable, (b)&nbsp;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)&nbsp;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)&nbsp;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)&nbsp;all proceeds of, and payments or collections on,
under or in respect of, any of the foregoing.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Removed Receivables</U>&#148; means any Receivable which is purchased or repurchased (i)&nbsp;by
the Servicer pursuant to the last paragraph of <U>Section&nbsp;2.11</U> of the Servicing Agreement or
(ii)&nbsp;by any Seller pursuant to the terms of the Purchase Agreement or the Purchase and Contribution
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Required Noteholders</U>&#148; 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).


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Required Persons</U>&#148; means, with respect to any Series of Notes, the &#147;Funding Agent&#148;
under the applicable Note Purchase Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Required Spread Maintenance Reserve Amount</U>&#148; means, for each Settlement Period
(determined as of the last day of each Monthly Period), an amount equal to the sum of (I)&nbsp;the sum
for each Eligible Receivable at such time of the product of (a)&nbsp;the positive excess (if any) of (A)
the sum of 1.25% plus the Cost of Carry over (B)&nbsp;the interest rate for such Receivable times (b)
the Outstanding Balance of such Loan times (c)&nbsp;the remaining term to maturity of such Loan,
expressed in years and (II)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Requirements of Law</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Responsible Officer</U>&#148; 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&#146;s knowledge of and familiarity with the particular
subject.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Restricted Period</U>&#148; shall have, with respect to any Series of Notes, the meaning
designated as the &#147;<U>Restricted Period</U>,&#148; if any, in the related Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Revolving Period</U>&#148; means, with respect to any Series of Notes, the period specified as
such in the applicable Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Risk Capital Limit</U>&#148; means, (i)&nbsp;for any Obligor with an &#147;A1&#148; or &#147;A2&#148; UCS Score, the
amount determined by multiplying (A)&nbsp;0.25 <I>times </I>(B)&nbsp;the sum of (I)&nbsp;the amount identified as &#147;Total
Capital&#148; of Cofina on Cofina&#146;s most recently delivered audited balance sheet <I>plus </I>(II)&nbsp;the amount
identified as &#147;Loan Loss Reserves&#148; on Cofina&#146;s most recently delivered audited balance sheet, (ii)
for any Obligor with an &#147;A3&#148; UCS Score, the amount determined by multiplying (A)&nbsp;0.20 <I>times </I>(B)&nbsp;the
sum of (I)&nbsp;the amount identified as &#147;Total Capital&#148; of Cofina on Cofina&#146;s audited balance sheet
<I>plus </I>(II)&nbsp;the amount identified as &#147;Loan Loss Reserves&#148; on Cofina&#146;s most recently delivered audited
balance sheet, and (iii)&nbsp;for any Obligor with a UCS Score below &#147;A3&#148;, the amount determined by
multiplying (A)&nbsp;0.15 <I>times </I>(B)&nbsp;the sum of (I)&nbsp;the amount identified as &#147;Total Capital&#148; of Cofina on
Cofina&#146;s most recently delivered audited balance sheet <I>plus </I>(II)&nbsp;the amount identified as &#147;Loan
Loss Reserves&#148; on Cofina&#146;s most recently delivered audited balance sheet.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>S&P</U>&#148; or &#147;<U>Standard & Poor&#146;s</U>&#148; means Standard & Poor&#146;s Ratings Service, a
division of The McGraw-Hill Companies, Inc.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Scheduled Principal Payment Amount</U>&#148; means, with respect to any Series of Notes, the
amount identified as such in the related Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Secured Parties</U>&#148; is defined in Granting Clause of this Base Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Securities Act</U>&#148; means the Securities Act of 1933, as amended.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Sellers</U>&#148; shall mean (i)&nbsp;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)&nbsp;Cofina Financial, LLC and its successors and
permitted assigns under the Purchase Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Series&nbsp;Account</U>&#148; shall mean any account or accounts established pursuant to a Series
Supplement for the benefit of the related Series.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Series&nbsp;Closing Date</U>&#148; means, with respect to any Series of Notes, the date of issuance
of such Series of Notes, as specified in the applicable Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Series of Notes</U>&#148; or &#147;<U>Series</U>&#148; means any Series of Notes issued and
authenticated pursuant to the Base Indenture and a related Series&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Series&nbsp;Early Amortization Event</U>&#148; has the meaning, with respect to any Series of
Notes, specified in the related Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Series&nbsp;Supplement</U>&#148; means a supplement to this Base Indenture complying with the terms
of <U>Section&nbsp;2.2</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Series&nbsp;Temporary Regulation&nbsp;S Global Note</U>&#148; means, with respect to any Series of
Notes, the notes designated as such, if any, in the related Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Series&nbsp;Termination Date</U>&#148; means, with respect to any Series of Notes, the date
specified as such in the applicable Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Series&nbsp;Transfer Date</U>&#148; shall mean the Business Day immediately prior to each
Settlement Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Servicer</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Servicer Default</U>&#148; has the meaning specified in <U>Section&nbsp;2.04</U> of the Servicing
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Servicing Agreement</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Servicing Fee</U>&#148; means, for any Monthly Period, an amount equal to the product of (i)
0.25% multiplied by (ii)&nbsp;the average aggregate Outstanding Balance of Eligible Receivables
multiplied by (iii)&nbsp;the actual number of days in such Monthly Period divided by 365, or such other
fee as shall apply pursuant to <U>Section&nbsp;2.02(b)</U> of the Servicing Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Servicing Officer</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Settlement Account</U>&#148; shall have the meaning specified in <U>Section&nbsp;5.3(d)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Settlement Date</U>&#148; means September&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Settlement Period</U>&#148; 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&nbsp;31, 2005).


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Spread Maintenance Account</U>&#148; shall have the meaning specified in <U>Section
5.3(c)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Stressed Realizable Value</U>&#148; 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&#146;s most recent monthly financial statements received by the Servicer.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Subsequently Transferred Receivables</U>&#148; has the meaning set forth in the Purchase
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Subsidiary</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Substandard</U>&#148; means, with respect to any Receivable, one which has a UCS Score of
&#147;adverse&#148; and is classified as Doubtful or Loss in accordance with the Credit Manual.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Supplement</U>&#148; means a supplement to this Base Indenture complying with the terms of
<U>Article&nbsp;13</U> of this Base Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Supplemental Principal Payment Amount</U>&#148; means, with respect to any Series of Notes,
the amount determined in accordance with the related Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Tax Opinion</U>&#148; means, with respect to any action or event, an Opinion of Counsel to the
effect that, for United States federal income tax purposes (x)&nbsp;in connection with the initial
issuance of a Series of Notes, if so specified in the related Series&nbsp;Supplement, such Notes
constitute indebtedness and (y)&nbsp;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)&nbsp;such action or event will not give rise to a taxable event for any Secured Party or the
Issuer.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Term Loan</U>&#148; means any loan facility which is not an Operating Loan used for the
purpose of purchasing fixed assets, expansion, remodeling, or building working capital.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Title IV Plan</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Transaction Documents</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Transfer Agent and Registrar</U>&#148; shall have the meaning specified in <U>Section&nbsp;2.6</U>
and shall initially be the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Trust Account</U>&#148; is defined in the Granting Clause to this Base Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Trust Estate</U>&#148; is defined in the Granting Clause to this Base Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Trust Indenture Act</U>&#148; or &#147;<U>TIA</U>&#148; means the Trust Indenture Act of 1939 as in
force on the date hereof, unless otherwise specifically provided.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Trust Officer</U>&#148; 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&#146;s knowledge of and familiarity with the particular
subject, in each case who is responsible for the administration of this Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Trustee</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Trustee Fees and Expenses</U>&#148; means, for any Series&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>UCC</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>UCS Score</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Unfunded Pension Liability</U>&#148; shall mean, at any time, the aggregate amount, if any, of
the sum of (a)&nbsp;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)&nbsp;for a period of
five years following a transaction that might reasonably be expected to be covered by <U>Section
4069</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>U.S.</U>&#148; or &#147;<U>United States</U>&#148; means the United States of America and its
territories.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>U.S. Government Obligations</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>VFN Series</U>&#148; means Series&nbsp;2008-A, Series&nbsp;2010-A and, with the consent of the Required
Persons for each outstanding VFN Series, any other Series of variable funding notes.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Warehouse Note</U>&#148; means any Series of Notes that have a Revolving Period during which
scheduled amortizing payments of principal are not scheduled to be made.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Weighted Average Life</U>&#148; 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)&nbsp;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, <I>times</I>
(ii)&nbsp;the remaining term to maturity of such Receivable, expressed in years.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Weighted Average Interest Rate</U>&#148; 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)&nbsp;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, <I>times </I>(ii)&nbsp;the applicable interest rate for such Receivable.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Withdrawal Liability</U>&#148; 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&nbsp;1 of
Subtitle E of Title IV of ERISA.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>written</U>&#148; or &#147;<U>in writing</U>&#148; means any form of written communication, including,
without limitation, by means of telex, telecopier device, telegraph or cable.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;1.2.</U> <U>Incorporation by Reference of Trust Indenture Act</U>. 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:


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;Commission&#148; means the Securities and Exchange Commission.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;indenture securities&#148; means the Notes.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;indenture security holder&#148; means a Noteholder.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;indenture to be qualified&#148; means this Indenture.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;indenture trustee&#148; or &#147;institutional trustee&#148; means the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;obligor&#148; on the indenture securities means the Issuer and any other obligor on the indenture
securities.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;1.3.</U> <U>Cross-References</U>. Unless otherwise specified, references in this
Indenture and in each other Transaction Document (other than any Enhancement Agreement) to any
Article or Section&nbsp;are references to such Article or Section&nbsp;of this Indenture or such other
Transaction Document, as the case may be, and, unless otherwise specified, references in any
Article, Section&nbsp;or definition to any clause are references to such clause of such Article,
Section&nbsp;or definition.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;1.4.</U> <U>Accounting and Financial Determinations; No Duplication</U>. 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 &#147;financial statement&#148; shall include the notes and schedules thereto. All
accounting determinations and computations hereunder or under any other Transaction Documents shall
be made without duplication.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;1.5.</U> <U>Rules of Construction</U>. In this Indenture, unless the context
otherwise requires:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i) &#147;or&#148; is not exclusive;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;the singular includes the plural and vice versa;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;reference to any Person includes such Person&#146;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;reference to any gender includes the other gender;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vi) &#147;including&#148; (and with correlative meaning &#147;include&#148;) means including without
limiting the generality of any description preceding such term; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vii)&nbsp;with respect to the determination of any period of time, &#147;from&#148; means &#147;from and
including&#148; and &#147;to&#148; means &#147;to but excluding&#148;.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;1.6.</U> <U>Other Definitional Provisions</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;All terms defined in any Series&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The words &#147;hereof,&#148; &#147;herein&#148; and &#147;hereunder&#148; and words of similar import when used in this
Base Indenture or any Series&nbsp;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&nbsp;Supplement are references to Sections, subsections, Schedules and Exhibits
in or to this Base Indenture or any Series&nbsp;Supplement unless otherwise specified.


<P align="center" style="font-size: 12pt">ARTICLE 2.



<P align="center" style="font-size: 12pt">THE NOTES



<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2.1.</U> <U>Designation and Terms of Notes</U>. Subject to <U>Sections&nbsp;2.16</U>
and <U>2.19</U>, the Notes of each Series and any Class thereof may be issued in bearer form (the
&#147;<U>Bearer Notes</U>&#148;) with attached interest coupons and a special coupon (collectively, the
&#147;<U>Coupons</U>&#148;) or in fully registered form (the &#147;<U>Registered Notes</U>&#148;), 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;
<U>provided</U>, <U>however</U>, 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&nbsp;Supplement,
be <I>pari passu </I>and equally and ratably entitled as provided herein to the benefits hereof (except
that, unless otherwise provided for in a related Series&nbsp;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&nbsp;Supplement. If specified in the
Series&nbsp;Supplement for any Series, the related Notes shall be issued upon initial issuance as a
single note as described in <U>Section&nbsp;2.16</U> 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&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2.2.</U> <U>New Series&nbsp;Issuances</U>. The Notes may be issued in one or more
Series. Each Series of Notes shall be created by a Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;The Issuer may effect the issuance of one or more Series of Notes after the Initial
Closing Date (a &#147;<U>New Series&nbsp;Issuance</U>&#148;) from time to time by notifying the Trustee in
writing at least ten Business Days in advance (a &#147;<U>New Series&nbsp;Issuance Notice</U>&#148;) of the date
upon which the New Series&nbsp;Issuance is to occur (a &#147;<U>New Series&nbsp;Issuance Date</U>&#148;). Any New
Series&nbsp;Issuance Notice shall state the designation of any Series (and Classes thereof, if
applicable) to be issued on the New Series&nbsp;Issuance Date and, with respect to each such Series: (a)
its initial outstanding principal amount, and (b)&nbsp;that the Enhancement Provider with respect to
such Series (if any). On the related New Series&nbsp;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:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;a Series&nbsp;Supplement executed by the Issuer and the Trustee and specifying the
Principal Terms of such new Series;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;the related Enhancement;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;the related Enhancement Agreement, if any, executed by each of the parties
thereto, other than the Trustee;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;unless otherwise specified in the related Series&nbsp;Supplement, a Tax Opinion with
respect to the issuance of such Series, subject to the assumptions and qualifications stated
therein, dated the applicable Series&nbsp;Closing Date;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vi)&nbsp;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);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vii)&nbsp;an Officer&#146;s Certificate that on such New Series&nbsp;Issuance Date, after giving
effect to such New Series&nbsp;Issuance, no Borrowing Base Deficiency will exist;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(viii)&nbsp;evidence that each of the parties to the Transaction Documents (other than any
Series&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ix)&nbsp;any consents required pursuant to <U>Section&nbsp;13.1</U> or otherwise.


<P align="left" style="font-size: 12pt">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&nbsp;Issuances that may be
performed under the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;In conjunction with each New Series&nbsp;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)&nbsp;its name or designation, (ii)&nbsp;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)&nbsp;the portion of the Trust
Estate to be allocated with respect to such Series and the provisions governing such allocations,
(iv)&nbsp;the Note Rate (or the method for calculating such Note Rate) with respect to such Series, (v)
the Closing Date, (vi)&nbsp;each Rating Agency rating such Series, (vii)&nbsp;the name of the Clearing
Agency, if any, (viii)&nbsp;the date or dates from which interest shall accrue, including the interest
accrual period, (ix)&nbsp;the periods during which or dates on which principal will be paid or accrued,
(x)&nbsp;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)&nbsp;any other Collections with respect to Receivables or other
amounts available to be paid with respect to such Series, (xii)&nbsp;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)&nbsp;the Series&nbsp;Termination Date, (xiv)&nbsp;the terms of the Enhancement with respect to
such Series and the Enhancement Provider (if any), (xv)&nbsp;the terms on which the Notes of such Series
may be repurchased, refinanced, defeased or remarketed to other investors, (xvi)&nbsp;any deposit into
any account provided for such Series, (xvii)&nbsp;the number of Classes of such Series, and if more than
one Class, the rights and priorities of each such Class, (xviii)&nbsp;the extent to which the Notes will
be issuable in temporary or permanent global form, (xix)&nbsp;whether the Notes may be issued in bearer
form and any limitations imposed thereon, (xx)&nbsp;the subordination, if any, of such Series with
respect to any other Series, (xxi)&nbsp;transfer restrictions applicable to Notes of such Series and
(xxii)&nbsp;any other relevant terms of such Series of Notes (all such terms, the &#147;<U>Principal
Terms</U>&#148; of such Series).


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;The terms of such Series&nbsp;Supplement may modify or amend the terms of this Indenture solely
as applied to such new Series.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="29%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="66%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Section&nbsp;2.3.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>&#091;Reserved&#093;</B>.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Section&nbsp;2.4.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Execution and Authentication.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Pursuant to <U>Section&nbsp;2.2</U>, 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&nbsp;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&nbsp;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
<U>Section&nbsp;2.16</U>&nbsp;against payment of the purchase price thereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;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 <U>Section&nbsp;2.13</U> together with a written statement
(which need not comply with <U>Section&nbsp;16.1</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2.5.</U> <U>Authenticating Agent</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;The Issuer agrees to pay each authenticating agent from time to time reasonable
compensation for its services under this <U>Section&nbsp;2.5</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;Pursuant to an appointment made under this <U>Section&nbsp;2.5</U>, the Notes may have
endorsed thereon, in lieu of the Trustee&#146;s certificate of authentication, an alternate certificate
of authentication in substantially the following form:


<P align="left" style="font-size: 12pt; text-indent: 4%">This is one of the certificates described in the Indenture.



<P align="left" style="margin-left:12%; font-size: 12pt">&#091;Name of Authenticating Agent&#093;,



<P align="left" style="margin-left:12%; font-size: 12pt">as Authenticating Agent



<P align="left" style="margin-left:12%; font-size: 12pt">for the Trustee,

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
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<TR valign="bottom">
    <TD width="12%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="83%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</DIV></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">Section&nbsp;2.6.
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Responsible Officer<BR>
Registration of Transfer and Exchange of Notes.</DIV></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;(i)&nbsp;The Trustee shall cause to be kept at the office or agency to be maintained by a
transfer agent and registrar (the &#147;<U>Transfer Agent and Registrar</U>&#148;), in accordance with the
provisions of <U>Section&nbsp;2.6(c)</U> and the Bearer Rules, a register (the &#147;<U>Note Register</U>&#148;)
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&nbsp;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&nbsp;days&#146; 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;Upon surrender for registration of transfer of any Note at any office or agency of the
Transfer Agent and Registrar if the requirements of <U>Section&nbsp;8-401(1)</U> of the UCC are met,
the Issuer shall execute, subject to the provisions of <U>Section&nbsp;2.6(b)</U>, 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; <U>provided</U>, that the provisions of this paragraph shall
not apply to Bearer Notes.


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(iv)&nbsp;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&nbsp;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 <U>Section&nbsp;2.6</U> 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&nbsp;Termination Date need
not have attached the Coupons relating to such Settlement Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">(v)&nbsp;Whenever any Notes of any Series are so surrendered for exchange, if the requirements of
<U>Section&nbsp;8-401(1)</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(vi)&nbsp;The preceding provisions of this <U>Section&nbsp;2.6</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(vii)&nbsp;Unless otherwise provided in the related Series&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(viii)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(ix)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(x)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(xi)&nbsp;Notwithstanding any other provision of this <U>Section&nbsp;2.6</U>, 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 <U>Section&nbsp;2.6</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(xii)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(xiii)&nbsp;By its acceptance of a Note, each Noteholder and Note Owner shall be deemed to have
represented and warranted that either (i)&nbsp;it is not an employee benefit plan subject to ERISA, a
&#147;plan&#148; described in Section&nbsp;4975 of the Code, an entity deemed to hold the assets of any such plan
or a governmental plan (as defined in Section&nbsp;3(32) of ERISA) or a church plan (as defined in
Section&nbsp;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&nbsp;406 of ERISA or Section&nbsp;4975 of
the Code or (ii)&nbsp;its purchase and holding of the Note will not, throughout the term of its holding
an interest therein, constitute a non-exempt &#147;prohibited transaction&#148; under Section&nbsp;406 of ERISA or
Section&nbsp;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).


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Unless otherwise provided in the related Series&nbsp;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&nbsp;Supplement relating to such Notes) shall be
effected only if the conditions set forth in such related Series&nbsp;Supplement are satisfied.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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 <U>Section&nbsp;2.6</U>, if specified in the
related Series&nbsp;Supplement for any Series, any other city designated in such Series&nbsp;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).


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2.7.</U> <U>Appointment of Paying Agent</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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&nbsp;Supplement for any
Series pursuant to <U>Articles 5</U> and <U>6</U>. 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&nbsp;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)&nbsp;days&#146; 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).


<P align="left" style="font-size: 12pt; text-indent: 4%">If specified in the related Series&nbsp;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&nbsp;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
<U>Section&nbsp;2.6(c)</U>).


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2.8.</U> <U>Paying Agent to Hold Money in Trust</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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; <U>provided</U>, <U>however</U>, 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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2.9.</U> <U>Private Placement Legend</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">Unless otherwise provided for in a Series&nbsp;Supplement, in addition to any legend required by
<U>Section&nbsp;2.16</U>, each Note shall bear a legend in substantially the following form:



<P align="left" style="margin-left:4%; font-size: 12pt">THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE &#147;SECURITIES ACT&#148;) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE
MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)&nbsp;TO THE ISSUER, (2)&nbsp;TO A PERSON THE
TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT (&#147;RULE 144A&#148;)) 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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2.10.</U> <U>Mutilated, Destroyed, Lost or Stolen Notes</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;If (i)&nbsp;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)&nbsp;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 <U>Section&nbsp;8-405</U> 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; <U>provided</U>,
<U>however</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Upon the issuance of any replacement Note under this <U>Section&nbsp;2.10</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;Any duplicate Note issued pursuant to this <U>Section&nbsp;2.10</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;Every replacement Note issued pursuant to this <U>Section&nbsp;2.10</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;The provisions of this <U>Section&nbsp;2.10</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2.11.</U> <U>Temporary Notes</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;If temporary Notes are issued pursuant to <U>Section&nbsp;2.11(a)</U> 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
<U>Section&nbsp;8.2</U>, without charge to the Noteholder. Upon surrender for cancellation of any one
or more temporary Notes, the Issuer shall execute and at the Issuer&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2.12.</U> <U>Persons Deemed Owners</U>. 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;
<U>provided</U>, <U>however</U>, 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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2.13.</U> <U>Cancellation</U>. 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; <U>provided</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2.14.</U> <U>Release of Trust Estate</U>. 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&#146;s Certificate certifying that the Deemed Collections with
respect thereto have been deposited in full into the Collection Account; <U>provided</U>,
<U>however</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2.15.</U> <U>Payment of Principal and Interest</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;The principal of each Series of Notes shall be payable at the times and in the amounts set
forth in the related Series&nbsp;Supplement and in accordance with <U>Section&nbsp;8.1</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Each Series of Notes shall accrue interest as provided in the related Series&nbsp;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 <U>Section&nbsp;8.1</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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&#146;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)&nbsp;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
<U>Section&nbsp;2.18</U>, 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 <U>Section&nbsp;15.1</U>) 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 <U>Section&nbsp;2.8</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2.16.</U> <U>Book-Entry Notes</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;If provided in the related Series&nbsp;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&nbsp;Supplement (the &#147;<U>Depository</U>&#148;), 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&nbsp;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&nbsp;Supplement, no Note Owner of Notes
issued as Book-Entry Notes will receive a definitive note representing such Note Owner&#146;s interest
in the related Series of Notes, except as provided in <U>Section&nbsp;2.18</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;For each Series of Notes to be issued in registered form, the Issuer shall duly execute,
and the Trustee shall, in accordance with <U>Section&nbsp;2.4</U> hereof, authenticate and deliver
initially, unless otherwise provided in the applicable Series&nbsp;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&#146;s or Foreign Clearing Agency&#146;s nominee. Each Global Note registered
in the name of DTC or its nominee shall bear a legend substantially to the following effect:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">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.
(&#147;<U>CEDE</U>&#148;) 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;Subject to <U>Section&nbsp;2.6(a)(xi)</U>, the provisions of the &#147;Operating Procedures of the
Euroclear System&#148; and the &#147;Terms and Conditions Governing Use of Euroclear&#148; 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&nbsp;S Global
Note and a permanent Regulation&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;Title to the Notes shall pass only by registration in the Note Register maintained by the
Transfer Agent and Registrar pursuant to <U>Section&nbsp;2.6</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;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 <U>Section&nbsp;2.4(b)</U>. 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 <U>Section&nbsp;14.3</U> and need not be accompanied by an Opinion of Counsel.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;Unless and until definitive, fully registered Notes of any Series or any Class thereof
(&#147;<U>Definitive Notes</U>&#148;) have been issued to Note Owners with respect to any Series of Notes
initially issued as Book-Entry Notes pursuant to <U>Section&nbsp;2.18</U> or the applicable Series
Supplement:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;the provisions of this <U>Section&nbsp;2.16</U> shall be in full force and effect with
respect to each such Series;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;to the extent that the provisions of this <U>Section&nbsp;2.16</U> conflict with any
other provisions of this Indenture, the provisions of this <U>Section&nbsp;2.16</U> shall
control;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;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 <U>Section&nbsp;2.18</U>, 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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vi)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2.17.</U> <U>Notices to Clearing Agency</U>. 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 <U>Section&nbsp;2.18</U> or the applicable
Series&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2.18.</U> <U>Definitive Notes</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Conditions for Exchange</U>. If with respect to any Series of Book-Entry Notes (i)
(A)&nbsp;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)&nbsp;the Issuer is not able to locate a qualified successor, (ii)&nbsp;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)&nbsp;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&nbsp;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&nbsp;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&nbsp;Temporary Regulation&nbsp;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&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Transfer of Definitive Notes</U>. Subject to the terms of this Indenture (including
the requirements of any relevant Series&nbsp;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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2.19.</U> <U>Global Note; Euro-Note Exchange Date</U>. If specified in the
related Series&nbsp;Supplement for any Series, (i)&nbsp;the Notes may be initially issued in the form of a
single temporary global note (the &#147;<U>Global Note</U>&#148;) in registered or bearer form, without
interest coupons, in the denomination of the initial aggregate principal amount of the Notes and
(ii)&nbsp;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&nbsp;Supplement, the provisions of this
<U>Section&nbsp;2.19</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;2.20.</U> <U>Tax Treatment</U>. (a)&nbsp;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)&nbsp;Note by acceptance of its Notes (or, in the case of a Note Owner, by virtue of such Note
Owner&#146;s acquisition of a beneficial interest therein) agrees to treat the Notes (or beneficial
interests therein) or (ii)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;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 &#147;<I>tax</I>,&#148; &#147;<I>tax treatment</I>,&#148; &#147;<I>tax structure</I>,&#148; and &#147;<I>tax benefit</I>&#148; are defined under
treasury regulation &#167;1.6011-4(c).


<P align="center" style="font-size: 12pt">ARTICLE 3.



<P align="center" style="font-size: 12pt"><B>&#091;ARTICLE 3 IS RESERVED AND SHALL BE SPECIFIED IN ANY<BR>
SUPPLEMENT WITH RESPECT TO ANY SERIES OF VARIABLE FUNDING NOTES&#093;</B><BR>
ARTICLE 4.



<P align="center" style="font-size: 12pt">NOTEHOLDER LISTS AND REPORTS



<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;4.1.</U> <U>Issuer To Furnish To Trustee Names and Addresses of Noteholders</U>.
The Issuer will furnish or cause the Transfer Agent and Registrar to furnish to the Trustee (a)&nbsp;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)&nbsp;at such other times
as the Trustee may request in writing, within 30&nbsp;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&nbsp;days prior to the time
such list is furnished; <U>provided</U>, <U>however</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;4.2.</U> <U>Preservation of Information; Communications to Noteholders</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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 <U>Section&nbsp;4.1</U> 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 <U>Section&nbsp;4.1</U> upon receipt of a new list so furnished.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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&nbsp;Supplement, if
holders of Notes evidencing in aggregate not less than 20% of the outstanding principal balance of
the Notes of any Series (the &#147;<U>Applicants</U>&#148;) 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&nbsp;days prior to the date of receipt of such Applicants&#146;
request.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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 <U>Section&nbsp;4.2</U>, regardless of
the source from which such information was obtained.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;4.3.</U> <U>Reports by Issuer</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;The Servicer on behalf of the Issuer shall:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;deliver to the Trustee and the Notice Persons, at least two (2)&nbsp;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 <U>Section&nbsp;13</U> or <U>15(d)</U> of the
Exchange Act;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;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)&nbsp;and (ii)&nbsp;of this
<U>Section&nbsp;4.3(a)</U> as may be required by rules and regulations prescribed from time to
time by the Commission; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;prepare and distribute any other reports required to be prepared by the Servicer
under any Transaction Documents.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The fiscal year of the Issuer shall end on September&nbsp;30 of each year.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;4.4.</U> <U>Reports and Records for the Trustee and Instructions</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Unless otherwise stated in the related Series&nbsp;Supplement with respect to any Series and
subject to the requirements of <U>Section&nbsp;4.4</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Unless otherwise specified in the related Series&nbsp;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&#146; Statement with respect to such Series.


<P align="center" style="font-size: 12pt">ARTICLE 5.



<P align="center" style="font-size: 12pt">ALLOCATION AND APPLICATION OF COLLECTIONS



<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;5.1.</U> <U>Rights of Noteholders</U>. 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 <U>Article&nbsp;5</U> to be deposited in the Investor Accounts and any
Series&nbsp;Account (if so specified in the related Series&nbsp;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 <U>Article&nbsp;5</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;5.2.</U> <U>Collection of Money</U>. 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 <U>Article&nbsp;11</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;5.3.</U> <U>Establishment of Accounts</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>The Lockbox Account</U>. (i)&nbsp;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&nbsp;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.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>The Collection Account</U>. 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 &#147;<U>Collection Account</U>&#148;) 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>The Spread Maintenance Account</U>. (i)&nbsp;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 &#147;<U>Spread Maintenance Account</U>&#148;), 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.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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 <U>Section&nbsp;5.4</U>. 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 <U>Section&nbsp;5.3(c)</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;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 <U>Section&nbsp;5.3(c)</U> of this Indenture the excess, if
any, of (A)&nbsp;amounts then on deposit in the Spread Maintenance Account (after giving effect
to any withdrawals therefrom on such Settlement Date) over (b)&nbsp;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 <U>Section&nbsp;5.3(c)</U> of this Indenture and
the related Series&nbsp;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 <I>pro rata </I>basis in
proportion to the amount of their respective Permitted Settlement Date Withdrawals.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;<U>The Settlement Accounts</U>. 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 &#147;<U>Settlement Account</U>&#148; and
collectively, the &#147;<U>Settlement Accounts</U>&#148;) 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;<U>Series&nbsp;Accounts</U>. If so provided in the related Series&nbsp;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&nbsp;Accounts. Each such
Series&nbsp;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&nbsp;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&nbsp;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&nbsp;Account, the Trustee at all times shall maintain accurate records
reflecting each transaction in each Series&nbsp;Account and that funds held therein shall at all times
be held in trust for the benefit of the Secured Parties. Each such Series&nbsp;Account will have the
other features and be applied as set forth in the related Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;<U>Administration of the Trust Accounts</U>. 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&nbsp;Transfer Date related to the Monthly Period in which such funds were
received or deposited. The Trustee: (i)&nbsp;shall hold each Permitted Investment (other than such as
are described in clause (c)&nbsp;of the definition thereof) that constitutes investment property through
a securities intermediary (the Trustee hereby agrees that it shall act as &#147;securities intermediary&#148;
(within the meaning of Section&nbsp;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)&nbsp;agree that such
investment property shall at all times be credited to a securities account of which the Trustee is
the entitlement holder, (II)&nbsp;comply with entitlement orders originated by the Trustee without the
further consent of any other person or entity, (III)&nbsp;agree that all property credited to such
securities account shall be treated as a financial asset (as defined in Section&nbsp;8-102(a)(9) of the
UCC), (IV)&nbsp;waive any lien on, security interest in, or right of set-off with respect to any
property credited to such securities account, and (V)&nbsp;agree that its jurisdiction for purposes of
<U>Section&nbsp;8-110</U> and <U>Section&nbsp;9-305(a)(3)</U> of the UCC shall be New York; and
(ii)&nbsp;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)&nbsp;above (other than such as are described in clause (c)&nbsp;of the definition
thereof.) Terms used in clause (i)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;<U>Qualified Institution</U>. If, at any time, the institution holding any account
established pursuant to this <U>Section&nbsp;5.3</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;5.4.</U> <U>Collections and Allocations</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Collections in General</U>. Until this Indenture is terminated pursuant to
<U>Section&nbsp;12.1</U>, 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 <U>Article&nbsp;5</U>
and in <U>Article&nbsp;6</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Disqualification of Institution Maintaining Collection Account</U>. 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 <U>Section&nbsp;5.4(a)</U> 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).


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Priority of Payments</U>. 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)&nbsp;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)&nbsp;and (iii):



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;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:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;To set aside in the Collection Account an amount equal to the Accrued Facility
Costs for further transfer on the next Settlement Date;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(3)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(4)&nbsp;To the applicable Seller, an amount equal to the unpaid purchase price payable to
the Seller under the Purchase Agreement;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(5)&nbsp;Any remaining amounts shall be retained in the Collection Account for further
distribution in accordance with this <U>Section&nbsp;5.4(c)</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;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);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;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);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(3)&nbsp;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);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(4)&nbsp;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);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(5)&nbsp;To each Interest Rate Hedge Provider on a <I>pro rata </I>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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(6)&nbsp;In payment of the following amounts on a <I>pro rata </I>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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(7)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(8)&nbsp;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 <I>pro rata</I>
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 <I>pro rata </I>basis; <I>provided </I>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 <I>pro rata </I>basis;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(9)&nbsp;To each Interest Rate Hedge Provider on a <I>pro rata </I>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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(10)&nbsp;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&nbsp;Supplement or the related Note Purchase Agreement;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(11)&nbsp;To the Trustee, an amount equal to all Trustee Fees and Expenses then due and
payable (after giving effect to clause (1)&nbsp;above);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(12)&nbsp;To the Custodian, an amount equal to all custodian fees then due and payable
(after giving effect to clause (3)&nbsp;above);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(13)&nbsp;To the Servicer, an amount equal to all other amounts then due and payable to the
Servicer (after giving effect to clauses (2)&nbsp;and (4)&nbsp;above); and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(14)&nbsp;To the Issuer (or its designee), any remaining Available Distribution Amount.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;To the Trustee an amount equal to all Trustee Fees and Expenses then due and
payable for all Series then Outstanding;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;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);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(3)&nbsp;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);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(4)&nbsp;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);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(5)&nbsp;To each Interest Rate Hedge Provider on a <I>pro rata </I>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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(6)&nbsp;In payment of the following amounts on a <I>pro rata </I>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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(7)&nbsp;To each Settlement Account, the then unpaid principal balance of the related Notes,
on a <I>pro rata </I>basis, until such amounts are paid in full;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(8)&nbsp;To each Settlement Account for each Series then Outstanding on a <I>pro rata </I>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&nbsp;Supplement or
the related Note Purchase Agreement;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(9)&nbsp;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)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(10)&nbsp;To the Custodian, an amount equal to all custodian fees then due and payable
(after giving effect to clause (3)&nbsp;above);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(11)&nbsp;To the Servicer, an amount equal to all other amounts then due and payable to the
Servicer (after giving effect to clauses (2)&nbsp;and (4)&nbsp;above); and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(12)&nbsp;To the Issuer (or its designee), any remaining Available Distribution Amount.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;5.5.</U> <U>Determination of Interest Payments</U>. 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&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;5.6.</U> <U>Determination of Principal Amounts</U>. 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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;5.7.</U> <U>General Provisions Regarding Accounts</U>. Subject to
<U>Section&nbsp;12.1(c)</U>, 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&#146;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.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="34%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="61%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Section 5.8.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>&#091;Reserved&#093;.</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Section&nbsp;5.9.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Release of Trust Estate.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Subject to the payment of its fees and expenses pursuant to <U>Section&nbsp;12.6</U> and
satisfaction of the requirements of <U>Section&nbsp;2.14</U>, 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&#146;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 <U>Article&nbsp;5</U> shall be bound to ascertain the Trustee&#146;s authority, inquire
into the satisfaction of any conditions precedent or see to the application of any moneys.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The Trustee shall, at such time as there are no Notes outstanding and all sums due the
Trustee pursuant to <U>Section&nbsp;12.6</U> 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 <U>Section&nbsp;5.9(b)</U> only
upon receipt of an Issuer Request accompanied by a Cofina Officer&#146;s Certificate.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;5.10.</U> <U>Prepayment of Notes</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Mandatory Prepayments</U>. Unless otherwise specified in a Series&nbsp;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 <I>pro
rata </I>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; <I>provided,
however, </I>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 <U>Section&nbsp;5.10(a)</U> shall be allocated to all Series of Notes then
Outstanding on a <I>pro rata </I>basis, in proportion to the then unpaid principal balance of such Notes.
Any prepayment of Notes made pursuant to the provisions of this <U>Section&nbsp;5.10(a)</U> shall be
accomplished by a deposit of funds into the Collection Account.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Voluntary Prepayments</U>. 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&nbsp;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 <U>Section&nbsp;5.10(b)</U>
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 <U>Section&nbsp;5.10(b)</U> shall be
accomplished by a deposit of funds directly into the Collection Account and, unless otherwise
specified in the Series&nbsp;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.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>&#091;THE REMAINDER OF ARTICLE 5 IS RESERVED AND SHALL BE SPECIFIED IN ANY SERIES SUPPLEMENT WITH
RESPECT TO ANY SERIES.&#093;</B>


<P align="center" style="font-size: 12pt">ARTICLE 6.



<P align="center" style="font-size: 12pt"><B>&#091;ARTICLE 6 IS RESERVED AND SHALL BE SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES&#093;</B><BR>
ARTICLE 7.



<P align="center" style="font-size: 12pt"><B>&#091;ARTICLE 7 IS RESERVED AND SHALL BE SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES&#093;</B><BR>
ARTICLE 8.



<P align="center" style="font-size: 12pt">COVENANTS



<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.1.</U> <U>Payment of Notes</U>. 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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.2.</U> <U>Maintenance of Office or Agency</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or
agency of the Issuer.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.3.</U> <U>Money for Payments To Be Held in Trust</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.4.</U> <U>Conduct of Business and Maintenance of Existence</U>. At all times
from the date hereof to the Indenture Termination Date, except as otherwise permitted by the
provisions of <U>Section&nbsp;8.10</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.5.</U> <U>Protection of the Trust Estate</U>. 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:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;Grant more effectively all or any portion of the Trust Estate;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;perfect, publish notice of or protect the validity of any Grant made or to be
made by this Indenture;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;enforce any of the Trust Estate;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vi)&nbsp;pay all taxes or assessments levied or assessed upon the Trust Estate when due.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Issuer hereby agrees to file any financing statement or continuation statement required by
any Required Person pursuant to this <U>Section&nbsp;8.5</U> and hereby authorizes the Trustee to file
any financing schedule or continuation statement required pursuant to this <U>Section&nbsp;8.5</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.6.</U> <U>Affirmative Covenants of Issuer</U>. At all times from the date
hereof to the Indenture Termination Date:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Financial Reporting</U>. 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):



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i) <U>Annual Reporting</U>. Within ninety-five (95)&nbsp;days after the close of the
Issuer&#146;s, Cofina&#146;s, CFA&#146;s, and CHS&#146; 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) <U>Section&nbsp;2.04(e)</U> of the Servicing Agreement, with respect to Cofina, as Servicer
or (y) <U>Section&nbsp;8.6(m)</U>, 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.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii) <U>Compliance Certificate</U>. Together with the financial statements required
hereunder, a compliance certificate signed by the Issuer&#146;s or Cofina&#146;s, as applicable, chief
financial officer stating that (x)&nbsp;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)&nbsp;to the best of such Person&#146;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.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii) <U>Notice of Default, Event of Default, Early Amortization Event or Potential
Early Amortization Event</U>. Immediately, and in any event within one (1)&nbsp;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.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv) <U>Change in Credit and Collection Policy or in Credit Manual</U>. Within ten
(10)&nbsp;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.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v) <U>ERISA</U>. Promptly after the filing or receiving thereof, copies of all
reports and notices with respect to any ERISA Event which either (i)&nbsp;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)&nbsp;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 <U>Section&nbsp;412</U> of the Code or <U>Section&nbsp;302</U> or <U>4068</U> of
ERISA.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vi) <U>Monthly Reporting</U>. 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 <U>Exhibits D</U>, <U>E</U>, and <U>F</U> hereto. On or
prior to each Determination Date, the Monthly Servicer Report.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vii) <U>Proceedings</U>. Promptly, notice of: (1)&nbsp;each action, suit or proceeding
before any Official Body which may adversely affect its condition or operations, financial
or otherwise; and (2)&nbsp;any dispute or the commencement of any proceeding with respect to any
of its obligations under the Transaction Documents.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(viii) <U>Other Information</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Conduct of Business</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Compliance with Laws</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;<U>Furnishing of Information and Inspection of Records</U>. 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)&nbsp;to examine and make copies of and abstracts from
all Records and (ii)&nbsp;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&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;<U>Keeping of Records and Books of Account</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;<U>Communication with Accountants; Delivery of Records</U>. 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&#146;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).


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;<U>Performance and Compliance with Receivables and Loan Documents</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(h)&nbsp;<U>Taxes</U>. 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).


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;<U>Collections Received</U>. The Issuer shall hold in trust, and within one (1)&nbsp;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 <U>Section
5.4(a)</U>) all Collections, if any, received from time to time by the Issuer.


<P align="left" style="font-size: 12pt; text-indent: 8%">(j)&nbsp;<U>Financial Statements</U>. 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&#146; 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(k)&nbsp;<U><B>&#091;Reserved&#093;</B></U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(l)&nbsp;<U>Separate Existence</U>. The Issuer shall at all times:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;enter into all transactions between the Issuer and any other Person, whether
currently existing or hereafter entered into, only on an arm&#146;s length basis;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;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&#146; and directors&#146;
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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vi)&nbsp;not assume or guarantee any of the liabilities of any Seller or any Affiliate
thereof;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vii)&nbsp;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 <U>Section
8.6(l)</U>;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(viii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ix)&nbsp;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)&nbsp;to mislead
others as to the identity with which such other party is transacting business or (B)&nbsp;to
suggest that it is responsible for the debts of any other Person;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(x)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xi)&nbsp;prevent any pledge or transfer (whether in any one or more transactions) of a
direct or indirect ownership interest in the Issuer;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xii)&nbsp;refrain from acquiring the obligations or securities of its Affiliates;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xiii)&nbsp;have at least one (1)&nbsp;independent director (the &#147;<U>Independent Director</U>&#148;)
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)&nbsp;years
a director, officer, employee, trade creditor or shareholder (or spouse, parent, sibling or
child of the foregoing) of (A)&nbsp;CFA, CHS or Cofina, (B)&nbsp;the Issuer, (C)&nbsp;any principal of CFA,
CHS or Cofina, (D)&nbsp;any Affiliate of CFA, CHS or Cofina or (E)&nbsp;any Affiliate of any principal
of CFA, CHS or Cofina; <U>provided</U>, <U>however</U>, that such Independent Director may
be an independent director of another special purpose entity affiliated with CFA, CHS or
Cofina; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xiv)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(m)&nbsp;<U>Minimum Net Worth</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(n)&nbsp;<U>Rating Maintenance</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(o)&nbsp;<U>Computer Files</U>. 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 align="left" style="font-size: 12pt; text-indent: 8%">(p)&nbsp;<U>Custody of Receivables Files</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(q)&nbsp;<U>Compliance with Credit Manual</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(r)&nbsp;<U>Receivables List</U>. 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).


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.7.</U> <U>Performance of Obligations; Servicing of Receivables</U>. At all
times from the date hereof to the Indenture Termination Date, unless the Required Noteholders shall
otherwise consent in writing:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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&#146;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 <U>Section&nbsp;2.02</U> the Servicing Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;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 <U>Section&nbsp;15.4</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;If the Trustee has given notice of termination to the Servicer of the Servicer&#146;s rights
and powers pursuant to <U>Section&nbsp;2.01</U> 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 <U>Section&nbsp;2.01</U> of the Servicing Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;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&#146;s rights and remedies under the
Transaction Documents.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.8.</U> <U>Negative Covenants</U>. So long as any Notes are outstanding, the
Issuer shall not, unless the Required Noteholders shall otherwise consent in writing:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Adverse Claims</U>. 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).


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Claims for Taxes</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Validity and Compliance</U>. (A)&nbsp;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 <U>Section&nbsp;13.1</U>, or (B)&nbsp;fail to comply with the provisions of the
Transaction Documents.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;<U>No Extension or Amendment of Receivables</U>. Except as otherwise permitted in
Section&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;<U>No Change in Business or the Credit Manual</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;<U>Merger or Consolidation of, or Assumption of the Obligations of, the Issuer</U>. 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:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(i)&nbsp;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&#146;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



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;the Controlling Party shall have consented thereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;<U>Other Debt</U>. The Issuer will not create, incur, assume or suffer to exist any
Indebtedness whether current or funded, other than (i)&nbsp;the Notes, (ii)&nbsp;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)&nbsp;other Indebtedness
incurred in the ordinary course of its business in an amount not to exceed $10,000 at any one time
outstanding.


<P align="left" style="font-size: 12pt; text-indent: 8%">(h)&nbsp;<U>ERISA Matters</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;To the extent applicable, the Issuer will not (A)&nbsp;engage or permit any of its
respective ERISA Affiliates to engage in any prohibited transaction (as defined in
<U>Section&nbsp;4975</U> of the Code and <U>Section&nbsp;406</U> 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)&nbsp;terminate any Benefit Plan so as to result in any liability;
or (D)&nbsp;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)&nbsp;and (D)&nbsp;above would in the aggregate
have a Material Adverse Effect.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;To the extent applicable, the Issuer will not permit to exist any accumulated
funding deficiency (as defined in <U>Section&nbsp;302(a)</U> of ERISA and <U>Section&nbsp;412(a)</U>
of the Code) or funding deficiency with respect to any Benefit Plan other than a
Multiemployer Plan.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;<U>Payment to Sellers</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(j)&nbsp;<U>Insolvency</U>. Become insolvent or fail to pay its debts and liabilities from its
assets as the same become due.


<P align="left" style="font-size: 12pt; text-indent: 8%">(k)&nbsp;<U>Receivables Not to Be Evidenced by Instruments</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(l)&nbsp;<U>Agreements</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(m)&nbsp;<U>Distributions</U>. 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&#146;s interest therein (collectively, a &#147;<U>Distribution</U>&#148;);
<U>provided</U>, <U>however</U>, if no Event of Default or Early Amortization Event has occurred,
the Issuer may make Distributions from amounts paid to the Issuer pursuant to <U>Section
5.4(c)</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(n)&nbsp;<U>Employees</U>. Employ any employees.


<P align="left" style="font-size: 12pt; text-indent: 8%">(o)&nbsp;<U>Loans to Sellers</U>. Make any loans or other advances to any Seller.


<P align="left" style="font-size: 12pt; text-indent: 8%">(p)&nbsp;<U>Servicer Providers</U>. Except for the Transaction Documents, contract with any
vendors or service providers.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.9.</U> <U>Annual Statement as to Compliance</U>. (a)&nbsp;The Issuer will deliver
to the Trustee and the Notice Persons for each Series, within 120&nbsp;days after the end of each fiscal
year of the Issuer (commencing with the fiscal year ended August&nbsp;31, 2005) a Cofina Officer&#146;s
Certificate stating that:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;a review of the activities of the Issuer during such year and of performance under
this Indenture has been made under such Responsible Officer&#146;s supervision; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;to the best of such Responsible Officer&#146;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


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.10.</U> <U>Investments</U>. The Issuer shall not make any investments other
than Permitted Investments and the Receivables and Related Security.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.11.</U> <U>Use of Proceeds</U>. The proceeds of the Notes shall be used
exclusively to fund the Issuer&#146;s purchase of the Receivables and the other assets specified in the
Purchase Agreement, to repay outstanding Notes and to pay the Issuer&#146;s organizational and
transactional expenses.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.12.</U> <U>Servicer&#146;s Obligations</U>. The Issuer shall use best efforts to
cause the Servicer to comply with all of its covenants under the Servicing Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.13.</U> <U>Guarantees, Loans, Advances and Other Liabilities</U>. 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&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.14.</U> <U>Capital Expenditures</U>. The Issuer shall not make any expenditure
for capital assets (either realty or personalty).


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.15.</U> <U>Name; Principal Office</U>. 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)&nbsp;a
Cofina Officers&#146; Certificate and (except with respect to a change of the location of the Issuer&#146;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)&nbsp;copies of all such
required filings with the filing information duly noted thereon by the office in which such filings
were made.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.16.</U> <U>Further Instruments and Acts</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.17.</U> <U>Income Tax Characterization</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;8.18.</U> <U>Perfection Covenants</U>. The Perfection Representations shall be a
part of this Indenture for all purposes.


<P align="center" style="font-size: 12pt">ARTICLE 9.



<P align="center" style="font-size: 12pt">REPRESENTATIONS AND WARRANTIES OF THE ISSUER



<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;9.1.</U> <U>Representations and Warranties of the Issuer</U>. 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:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Organization and Good Standing</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Power and Authority</U>. 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)&nbsp;issue the Notes
and grant a security interest in its assets and (iii)&nbsp;own its property and conduct its business, as
such properties are presently owned and such business is presently conducted.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Due Qualification</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;<U>Due Authorization</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;<U>Execution and Delivery; Binding Obligation</U>. 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&#146; rights or
by general principles of equity.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;<U>No Conflict</U>. 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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;<U>Judgments</U>. 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&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(h)&nbsp;<U>Financial Condition</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;<U>No Proceedings</U>. No litigation or administrative proceeding is pending or, to the
best knowledge of the Issuer, threatened against the Issuer, before any Official Body (i)&nbsp;asserting
the invalidity of this Indenture or any other Transaction Document to which the Issuer is a party,
(ii)&nbsp;seeking to prevent the consummation of any of the transactions contemplated by this Indenture
or any other Transaction Document, (iii)&nbsp;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)&nbsp;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)&nbsp;seeking any determination
or ruling that would, if adversely determined, have a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 8%">(j)&nbsp;<U>Governmental and Other Consents</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(k)&nbsp;<U>Accuracy of Information</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(l)&nbsp;<U>Tax Status</U>. 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&#146;s
knowledge, no claim is being asserted, with respect to any such tax, assessment, or other charge.


<P align="left" style="font-size: 12pt; text-indent: 8%">(m)&nbsp;<U>Offices</U>. 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 <U>Section&nbsp;8.15</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(n)&nbsp;<U>Trade Names, Etc.</U> As of the date hereof (i)&nbsp;the Issuer has no subsidiaries; and
(ii)&nbsp;the Issuer has, within the last five (5)&nbsp;years, operated under no trade names, and, within the
last five (5)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(o)&nbsp;<U>Nature of Receivables</U>. Each Receivable (i)&nbsp;represented by the Issuer or the
Servicer to be an Eligible Receivable (including in any Monthly Servicer Report or other report) or
(ii)&nbsp;included in any calculation based on Eligible Receivables or otherwise in any such report in
fact satisfies at such time the definition of &#147;<U>Eligible Receivable</U>&#148;.


<P align="left" style="font-size: 12pt; text-indent: 8%">(p)&nbsp;<U>Material Adverse Effect</U>. Since the date of its formation (i)&nbsp;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)&nbsp;no contract, lease or other agreement or
instrument has been entered into by the Issuer or has become binding upon the Issuer&#146;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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(q)&nbsp;<U>Not an Investment Company</U>. 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 &#147;investment company&#148; or an &#147;affiliated person&#148; of,
&#147;promoter&#148; or &#147;principal underwriter&#148; for, an &#147;investment company&#148; within the meaning of the
Investment Company Act of 1940, as amended, or is exempt from all provisions of such Act.


<P align="left" style="font-size: 12pt; text-indent: 8%">(r)&nbsp;<U>ERISA</U>. (i)&nbsp;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)&nbsp;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&nbsp;IV Plans of the Issuer&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(s)&nbsp;<U>Bulk Sales</U>. No transaction contemplated hereby or by the other Transaction
Documents requires compliance with any &#147;bulk sales&#148; act or similar law.


<P align="left" style="font-size: 12pt; text-indent: 8%">(t)&nbsp;<U>Transfers Under Purchase Agreement</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(u)&nbsp;<U>Preference, Voidability</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(v)&nbsp;<U>Perfection Representations</U>. The Perfection Representations shall be a part of
this Indenture for all purposes.


<P align="left" style="font-size: 12pt; text-indent: 8%">(w)&nbsp;<U>Margin Regulations</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(x)&nbsp;<U>Accounting</U>. 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; <U>provided</U>, <U>however</U>, 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.


<P align="left" style="font-size: 12pt">The representations and warranties of the Issuer shall survive the pledge of the Trust Estate
hereunder.


<P align="center" style="font-size: 12pt">ARTICLE 10.



<P align="center" style="font-size: 12pt">EARLY AMORTIZATION EVENTS AND REMEDIES



<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;10.1.</U> <U>Early Amortization Events</U>. If any one of the following events
shall occur (each, an &#147;<U>Early Amortization Event</U>&#148;):


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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)&nbsp;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


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;failure on the part of the Issuer or any Seller (i)&nbsp;to make any payment or deposit
required by the terms of this Indenture, any Series&nbsp;Supplement, or any other Transaction Document,
on or before the date one (1)&nbsp;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)&nbsp;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&nbsp;Supplement or any other Transaction Document which failure,
solely in the case of this <U>clause (ii)</U>, 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;
<U>provided</U>, <U>however</U>, 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)&nbsp;days;


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;any representation or warranty made by the Issuer or any Seller in this Indenture, any
Series&nbsp;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; <U>provided</U>, <U>however</U>, that an Early Amortization Event
pursuant to this <U>Section&nbsp;10.1(c)</U> 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;


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;any Servicer Default shall occur;


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;the imposition of (i)&nbsp;any tax or ERISA liens against the Issuer, (ii)&nbsp;any tax liens
against any Seller and (iii)&nbsp;ERISA liens against any Seller unless, in the case of either (ii)&nbsp;or
(iii), such lien would not have a Material Adverse Effect and has been released within thirty (30)
days of the earlier of (a)&nbsp;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)&nbsp;the
date on which the applicable Seller receives notice of the imposition of such lien;


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;an Event of Default shall occur;


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;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)&nbsp;Business Days;


<P align="left" style="font-size: 12pt; text-indent: 8%">(h)&nbsp;any other event shall occur which may be specified in any Series&nbsp;Supplement as a
&#147;<U>Series&nbsp;Early Amortization Event</U>&#148;;


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;as of any Determination Date, the Delinquency Ratio exceeds 6%;


<P align="left" style="font-size: 12pt">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.


<P align="center" style="font-size: 12pt">ARTICLE 11.



<P align="center" style="font-size: 12pt">EVENTS OF DEFAULT; REMEDIES



<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.1.</U> <U>Events of Default</U>. Unless otherwise specified in a Series
Supplement, an &#147;<U>Event of Default</U>&#148;, 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):



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;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&nbsp;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)&nbsp;Business Days; or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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&nbsp;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)&nbsp;Business
Day; or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;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&#146;s affairs;
or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vi)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vii)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(viii) &#091;Reserved&#093;; or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ix)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(x)&nbsp;the Issuer shall become: (i)&nbsp;an &#147;investment company&#148; within the meaning of the
Investment Company Act of 1940, as amended, or under the control of an &#147;investment company&#148;;
(ii)&nbsp;a &#147;public utility company&#148; or a &#147;holding company,&#148; a &#147;subsidiary company&#148; or an
&#147;affiliate&#148; of any public utility company within the meaning of Section&nbsp;2(a)(5), 2(a)(7),
2(a)(8) or 2(a)(11) of the Public Utility Holding Company Act of 1935; or (iii)&nbsp;otherwise
subject to any other federal or state statute or regulation limiting its ability to incur or
pay indebtedness.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xi)&nbsp;an Event of Bankruptcy shall occur with respect to any Seller or the Servicer; or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xii)&nbsp;as of any date of determination there shall exist a Borrowing Base Deficiency
which shall have not been cured within three (3)&nbsp;Business Days; or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xiii)&nbsp;a Servicer Default shall occur; or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xiv)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.2.</U> <U>Rights of the Trustee Upon Events of Default</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;If and whenever an Event of Default (other than in clause (iii)&nbsp;and (iv)&nbsp;of
<U>Section&nbsp;11.1</U>) 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)&nbsp;and (iv)&nbsp;of <U>Section&nbsp;11.1</U> shall occur, all unpaid principal of and accrued
interest on all the Notes of all Series outstanding shall <U>ipso</U> <U>facto</U> 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 <U>Section&nbsp;11.4</U>. 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 <U>Article&nbsp;5</U> hereof. If so specified in the applicable Series&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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&nbsp;11 provided, the Required
Noteholders, by written notice to the Issuer and the Trustee, may rescind and annul such
declaration and its consequences if:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;the Issuer has paid to or deposited with the Trustee a sum sufficient to pay



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(A)&nbsp;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



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(B)&nbsp;all sums paid by the Trustee hereunder and the reasonable compensation,
expenses, disbursements of the Trustee and its agents and counsel; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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
<U>Section&nbsp;11.6</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">No such rescission shall affect any subsequent default or impair any right consequent thereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Additional Remedies</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.3.</U> <U>Collection of Indebtedness and Suits for Enforcement by Trustee</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.4.</U> <U>Remedies</U>. 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:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;institute Proceedings from time to time for the complete or partial foreclosure of this
Indenture with respect to the Trust Estate;


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;subject to the limitations set forth in clause (d)&nbsp;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


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;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; <U>provided</U>,
<U>however</U>, that the Trustee may not sell or otherwise liquidate the Trust Estate following an
Event of Default unless:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;the Holders of 100% of all of the outstanding Notes and, unless otherwise specified
in the applicable Series&nbsp;Supplement, the Enhancement Providers of each Series of all
outstanding Series consent thereto,



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.5.</U> <B>&#091;</B><U><B>Reserved</B></U><B>&#093;</B>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.6.</U> <U>Waiver of Past Events</U>. 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 <U>Section&nbsp;11.2(a)</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.7.</U> <U>Limitation on Suits</U>. No Secured Party shall have any right to
institute any Proceeding, judicial or otherwise, with respect to this Base Indenture and related
Series&nbsp;Supplement, or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;such Secured Party previously has given written notice to the Trustee of a
continuing Event of Default;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;the Trustee for 60&nbsp;days after its receipt of such notice, request and offer of
indemnity has failed to institute such Proceedings; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;no direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Required Noteholders;


<P align="left" style="font-size: 12pt">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.


<P align="left" style="font-size: 12pt; text-indent: 4%">In the event the Trustee shall receive conflicting or inconsistent requests and indemnity
pursuant to this <U>Section&nbsp;11.7</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.8.</U> <U>Unconditional Rights of Holders to Receive Payment; Withholding
Taxes</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.9.</U> <U>Restoration of Rights and Remedies</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.10.</U> <U>The Trustee May File Proofs of Claim</U>. 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 <U>Section&nbsp;12.6</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.11.</U> <U>Priorities</U>. Following the occurrence of an Early Amortization
Event or the declaration of an Event of Default pursuant to <U>Section&nbsp;10.1</U> or <U>11.1</U>,
all amounts in the Trust Accounts, including any money or property collected pursuant to
Section&nbsp;<U>11.4</U>, shall be applied by the Trustee on the related Settlement Date in accordance
with the provisions of <U>Article&nbsp;5</U> and the applicable Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Trustee may fix a record date and Settlement Date for any payment to Secured Parties
pursuant to this Section. At least fifteen (15)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.12.</U> <U>Undertaking for Costs</U>. 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&#146; 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&nbsp;shall not apply to (a)&nbsp;any
suit instituted by the Trustee, (b)&nbsp;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)&nbsp;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 <U>(b)</U> or <U>(c)</U> above, solely to the
extent such suit shall otherwise expressly be permitted by this Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.13.</U> <U>Rights and Remedies Cumulative</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.14.</U> <U>Delay or Omission Not Waiver</U>. 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 <U>Article&nbsp;11</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.15.</U> <U>Control by Required Noteholders</U>. 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; <U>provided</U> that:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;such direction shall not be in conflict with any rule of law or with this
Indenture;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;subject to the express terms of <U>Section&nbsp;11.4</U>, 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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;the Trustee may take any other action reasonably deemed proper by the Trustee
that is not inconsistent with such direction;


<P align="left" style="font-size: 12pt"><U>provided</U>, <U>however</U>, that, subject to <U>Section&nbsp;12.1</U>, the Trustee need not take
any action that it determines might involve it in liability for which it is not otherwise
indemnified.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.16.</U> <U>Waiver of Stay or Extension Laws</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.17.</U> <U>Action on Notes</U>. The Trustee&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;11.18.</U> <U>Performance and Enforcement of Certain Obligations</U>. 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.


<P align="center" style="font-size: 12pt">ARTICLE 12.



<P align="center" style="font-size: 12pt">THE TRUSTEE



<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;12.1.</U> <U>Duties of the Trustee</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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; <U>provided</U>,
<U>however</U>, 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 <U>provided</U>,
<U>further</U> that the preceding sentence shall not have the effect of insulating the Trustee
from liability arising out of the Trustee&#146;s negligence or willful misconduct.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Except during the occurrence and continuance of an Event of Default:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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; <U>provided</U>, <U>however</U>, 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, <U>provided</U>,
<U>further</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;this clause does not limit the effect of clause (b)&nbsp;of this <U>Section&nbsp;12.1</U>;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;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
<U>Section&nbsp;11.15</U>;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;the Trustee shall not be charged with knowledge of any failure by the Servicer
referred to in clauses (a), (b)&nbsp;or (c)&nbsp;of <U>Section&nbsp;2.04</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;The Trustee shall, and hereby agrees that it will, perform all of the obligations and
duties required of it under the Servicing Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(h)&nbsp;Except as provided in this <U>Section&nbsp;12.1(h)</U>, the Trustee shall have no power to
vary the corpus of the Trust Estate including the power to (i)&nbsp;accept any substitute obligation for
an asset of the Trust Estate assigned by the Issuer under the Granting Clause or (ii)&nbsp;release any
assets from the Trust Estate, except in each case as permitted or contemplated by the Transaction
Documents, under <U>Sections&nbsp;5.9, 13.1, 13.4</U> hereof or pursuant to <U>Section&nbsp;2.11</U> of the
Servicing Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(j)&nbsp;Without limiting the generality of this <U>Section&nbsp;12.1</U> and subject to the other
provisions of this Indenture, the Trustee shall have no duty (i)&nbsp;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)&nbsp;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)&nbsp;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&#146;s, any Seller&#146;s or the Servicer&#146;s representations, warranties or covenants or
the Servicer&#146;s duties and obligations as Servicer and as custodian of the Receivable files under
the Transaction Documents.


<P align="left" style="font-size: 12pt; text-indent: 8%">(k)&nbsp;Subject to <U>Section&nbsp;12.1(d)</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(l)&nbsp;Subject to <U>Section&nbsp;12.4</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(m)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;12.2.</U> <U>Rights of the Trustee</U>. Except as otherwise provided by
<U>Section&nbsp;12.1</U>:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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&#146;s certificate, the
monthly payment instructions and notification to the Trustee, the Monthly Noteholders&#146; Statement,
any resolution, Cofina Officer&#146;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 <U>Section&nbsp;12.1</U>, the Trustee need not investigate any fact or
matter stated in the document.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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&#146;s Certificate or consult with
counsel of its selection and the Cofina Officer&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;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; <U>provided</U>, <U>however</U>, that the Trustee&#146;s conduct does not constitute
willful misconduct or negligence or a breach of the express terms of this Indenture.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture, any Series&nbsp;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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;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&#146;s certificate, the monthly payment instructions and notification to the Trustee or the
Monthly Noteholders&#146; 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;
<U>provided</U>, <U>however</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;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&#146;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).


<P align="left" style="font-size: 12pt; text-indent: 8%">(h)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(j)&nbsp;Except as may be required by <U>Sections&nbsp;12.1(b)(ii)</U>, <U>12.1(i)</U>,
<U>12.2(a)</U> and <U>12.2(f)</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;12.3.</U> <U>Trustee Not Liable for Recitals in Notes</U>. 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
<U>Section&nbsp;12.16</U>, 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&nbsp;Account by the Servicer.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;12.4.</U> <U>Individual Rights of the Trustee</U>. 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 <U>Sections&nbsp;12.9</U> and <U>12.11</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;12.5.</U> <U>Notice of Defaults</U>. 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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;12.6.</U> <U>Compensation</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The obligations of the Issuer under this <U>Section&nbsp;12.6</U> are subject to the Priority
of Payments under <U>Section&nbsp;5.4(c)</U> and shall survive the termination of this Base Indenture
and the resignation or removal of the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;12.7.</U> <U>Replacement of the Trustee</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;A resignation or removal of the Trustee and appointment of a successor Trustee shall
become effective only upon the successor Trustee&#146;s acceptance of appointment as provided in this
<U>Section&nbsp;12.7</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The Trustee may, after giving sixty (60)&nbsp;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;
<U>provided</U>, <U>however</U>, 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:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;the Trustee fails to comply with <U>Section&nbsp;12.9</U>;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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&#146;s property,
or ordering the winding-up or liquidation of the Trustee&#146;s affairs;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;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&#146;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;the Trustee fails to perform its duties hereunder or becomes incapable of acting.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;If a successor Trustee does not take office within 30&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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&nbsp;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; <U>provided</U>, <U>however</U>, 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 <U>Section&nbsp;12.7</U>, the
Trust&#146;s obligations under <U>Sections&nbsp;12.6</U> and <U>12.17</U> shall continue for the benefit of
the retiring Trustee.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant
to any of the provisions of this <U>Section&nbsp;12.7</U> shall not become effective until acceptance
of appointment by the successor Trustee pursuant to this <U>Section&nbsp;12.7</U> and payment of all
fees and expenses owed to the retiring Trustee (except to the extent of amounts owed by the Trustee
hereunder).


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;No successor trustee shall accept appointment as provided in this <U>Section&nbsp;12.7</U>
unless at the time of such acceptance such successor trustee shall be eligible under the provisions
of <U>Section&nbsp;12.9</U> hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;12.8.</U> <U>Successor Trustee by Merger, etc</U>. 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, <U>provided</U> such Person shall be eligible under the provisions of
<U>Section&nbsp;12.9</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;12.9.</U> <U>Eligibility: Disqualification</U>. 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&#146;s and BBB by Standard & Poor&#146;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 <U>Section&nbsp;12.9</U>, 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;In case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this <U>Section&nbsp;12.9</U>, the Trustee shall resign immediately in the manner and
with the effect specified in <U>Section&nbsp;12.7</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;12.10.</U> <U>Appointment of Co-Trustee or Separate Trustee</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Notwithstanding any other provisions of this Indenture or any Series&nbsp;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
<U>Section&nbsp;12.10</U> 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 <U>Section&nbsp;12.9</U> and no notice to
Noteholders of the appointment of any co-trustee or separate trustee shall be required under
<U>Section&nbsp;12.7</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed
and act subject to the following provisions and conditions:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;the Notes of each Series shall be authenticated and delivered solely by the Trustee
or an authenticating agent appointed by the Trustee;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;the Trustee may at any time accept the resignation of or remove any separate
trustee or co-trustee.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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 <U>Article&nbsp;12</U>. 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&nbsp;Supplement, specifically
including every provision of this Indenture or any Series&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;12.11.</U> <U>Reports by Trustee to Holders</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;12.12.</U> <U>Representations and Warranties of Trustee</U>. The Trustee
represents and warrants to the Issuer and the Secured Parties that:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;the Trustee has full power, authority and right to execute, deliver and perform
this Indenture and any Series&nbsp;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&nbsp;Supplement issued
concurrently with this Indenture and to authenticate the Notes;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;this Indenture has been duly executed and delivered by the Trustee; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;the Trustee meets the requirements of eligibility as a trustee hereunder set forth
in <U>Section&nbsp;12.9</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;12.13.</U> <U>The Issuer Indemnification of the Trustee</U>. 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&nbsp;Supplement
and any other Transaction Document to which it is a party, including but not limited to any
judgment, award, settlement, reasonable attorneys&#146; fees and other reasonable costs or expenses
incurred in connection with the defense of any actual or threatened action, proceeding or claim;
<U>provided</U>, <U>however</U>, 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 <U>Section&nbsp;12.13</U> and under the other Transaction
Documents shall be recourse to the Trust Estate only and payable solely to the extent provided in
<U>Section&nbsp;5.4</U>. No obligations of the Issuer to the Trustee under this <U>Section&nbsp;12.13</U>
shall constitute a &#147;claim&#148; (as defined in Section&nbsp;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
<U>Section&nbsp;5.4(c)</U>. The indemnity provided herein shall survive the termination of this
Indenture and the resignation and removal of the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;12.14.</U> <U>Trustee&#146;s Application for Instructions from the Issuer</U>. 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 <U>Section&nbsp;12.1</U>, 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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;12.15.</U> <U>Maintenance of Office or Agency</U>. 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&nbsp;Supplement) of any change in the location of the Notes Register or any
such office or agency.


<P align="center" style="font-size: 12pt">ARTICLE 13.



<P align="center" style="font-size: 12pt">DISCHARGE OF INDENTURE



<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;13.1.</U> <U>Satisfaction and Discharge of Indenture</U>. This Indenture shall
cease to be of further effect with respect to the Notes except as to (i)&nbsp;rights of Noteholders to
receive payments of principal thereof and interest thereon and any other amount due to Noteholders,
(ii)&nbsp;<U>Sections&nbsp;8.3, 12.6, 12.12, 13.2</U>, and <U>13.5(b)</U>, (iii)&nbsp;the rights, obligations
and immunities of the Trustee hereunder (including the rights of the Trustee under <U>Sections
12.6</U> and <U>12.13</U> and the obligations of the Trustee under <U>Section&nbsp;13.2</U>) 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 &#147;<U>Indenture
Termination Date</U>&#148;) 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&#146;s
Certificate and an Opinion of Counsel each meeting the applicable requirements of
<U>Section&nbsp;16.1</U> and each stating that all conditions precedent herein provided for relating to
the satisfaction and discharge of this Indenture have been complied with.


<P align="left" style="font-size: 12pt; text-indent: 4%">After any irrevocable deposit made pursuant to <U>Section&nbsp;13.1</U> and satisfaction of the
other conditions set forth herein, the Trustee promptly upon request shall acknowledge in writing
the discharge of the Issuer&#146;s obligations under this Indenture except for those surviving
obligations specified above.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;13.2.</U> <U>Application of Issuer Money</U>. All moneys deposited with the
Trustee pursuant to <U>Section&nbsp;13.1</U> shall be held in trust and applied by it, in accordance
with the provisions of the Notes, this Indenture and the related Series&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">The provisions of this <U>Section&nbsp;13.2</U> shall survive the expiration or earlier
termination of this Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;13.3.</U> <U>Repayment of Moneys Held by Paying Agent</U>. 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
<U>Section&nbsp;8.3</U> and thereupon such Paying Agent shall be released from all further liability
with respect to such moneys.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;13.4.</U> <U>Cleanup Call</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;If so provided in any Series&nbsp;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
&#147;Program Amount&#148; 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&nbsp;Account, not later than the Series&nbsp;Transfer Date
preceding such Settlement Date, for application in accordance with <U>Section&nbsp;13.5</U>, the amount
specified in such Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The amount deposited pursuant to <U>Section&nbsp;13.4(a)</U> shall be paid to the Noteholders
of the related Series pursuant to <U>Section&nbsp;13.5</U> on the related Settlement Date following the
date of such deposit. All Notes of a Series which are paid pursuant to <U>Section&nbsp;13.4(a)</U>
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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;13.5.</U> <U>Final Payment with Respect to Any Series</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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&#146; 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&nbsp;Supplement relating to such Series) specifying (i)&nbsp;the Settlement Date (which shall be
the Settlement Date in the month (x)&nbsp;in which the deposit is made pursuant to
<U>Section&nbsp;13.4(a)</U> of this Base Indenture or such other section&nbsp;as may be specified in the
related Series&nbsp;Supplement, or (y)&nbsp;in which the related Series&nbsp;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)&nbsp;the amount of any such final payment and (iii)&nbsp;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&#146;s notice to
the Trustee in accordance with the preceding sentence shall be accompanied by a Cofina Officer&#146;s
Certificate setting forth the information specified in <U>Article&nbsp;6</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Notwithstanding the termination or discharge of the trust of the Indenture pursuant to
<U>Section&nbsp;13.1</U> or the occurrence of the Series&nbsp;Termination Date with respect to any Series,
all funds then on deposit in the Settlement Account or any Series&nbsp;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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;13.6.</U> <U>Termination Rights of Issuer</U>. Upon the termination of the lien
of the Indenture pursuant to <U>Section&nbsp;13.1</U>, 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 <U>Exhibit&nbsp;A</U> 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 <U>Section&nbsp;13.5(b)</U>. 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.


<P align="center" style="font-size: 12pt">ARTICLE 14.



<P align="center" style="font-size: 12pt">AMENDMENTS



<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;14.1.</U> <U>Without Consent of the Noteholders</U>. Without the consent of the
Holders of any Notes, but, if the Servicer&#146;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&nbsp;Supplements or amendments to any Series&nbsp;Supplement, in form satisfactory to the Trustee, for
any of the following purposes:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&#091;Reserved&#093;;


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;to cure any ambiguity, or correct or supplement any provision herein or in any
supplemental indenture hereto or in any Series&nbsp;Supplement or amendment to any Series&nbsp;Supplement
which may be inconsistent with any other provision herein or in any supplemental indenture or any
Series&nbsp;Supplement or amendment to any Series&nbsp;Supplement; <U>provided</U>, <U>however</U>, that
(subject to the last sentence of this <U>Section&nbsp;14.1</U>) such action shall not adversely affect
the interests of any Holder of the Notes in any material respect without its consent; or


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;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 <U>Article&nbsp;12</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">Upon the request of the Issuer and upon receipt by the Trustee of the documents described in
<U>Section&nbsp;2.2</U>, the Trustee shall join with the Issuer in the execution of any supplemental
indenture or Series&nbsp;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&nbsp;Supplement which affects its own
rights, duties or immunities under this Indenture or otherwise.


<P align="left" style="font-size: 12pt; text-indent: 4%">An amendment described in this <U>Section&nbsp;14.1</U> 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).


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;14.2.</U> <U>Supplemental Indentures with Consent of Required Noteholders</U>.
The Issuer and the Trustee, when authorized by an Issuer Order, also may, with the consent of the
Servicer (if the Servicer&#146;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&nbsp;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&nbsp;Supplement; <U>provided</U>, <U>however</U>, that no such
supplemental indenture shall without the consent of the Holder of each outstanding Note affected
thereby:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;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&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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&nbsp;Supplement
requiring the application of funds available therefor, as provided in <U>Article&nbsp;11</U>, to
the payment of any such amount due on the Notes on or after the respective due dates
thereof;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;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&nbsp;Supplement or amendment of a Series&nbsp;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&nbsp;Supplement or certain defaults hereunder and their consequences
provided for in this Base Indenture or any Series&nbsp;Supplement;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;modify or alter the provisions of <U>Section&nbsp;16.3</U> of this Base Indenture or
any Series&nbsp;Supplement regarding the voting of Notes held by the Issuer, any Seller or an
Affiliate thereof;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;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 <U>Section&nbsp;11.4</U> if the proceeds of such sale would be
insufficient to pay the principal amount and accrued but unpaid interest on the outstanding
Notes;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vi)&nbsp;modify any provision of this proviso to <U>Section&nbsp;14.2</U>, except to increase
any percentage specified herein or to provide that certain additional provisions of this
Base Indenture or any Series&nbsp;Supplement cannot be modified or waived without the consent of
the Holder of each outstanding Note affected thereby;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vii)&nbsp;modify any of the provisions of this Base Indenture or any Series&nbsp;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&nbsp;Supplement; or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(viii)&nbsp;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&nbsp;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;


<P align="left" style="font-size: 12pt"><U>provided</U>, <U>further</U>, that no amendment will be permitted if it would result in a
Taxable Event to any Noteholder, unless such Noteholder&#146;s consent is obtained as described above.


<P align="left" style="font-size: 12pt; text-indent: 4%">Notwithstanding anything in <U>Sections&nbsp;14.1</U> and <U>14.2</U> 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&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">It shall not be necessary for any consent of Noteholders under this Section&nbsp;to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%">Promptly after the execution by the Issuer and the Trustee of any supplemental indenture,
amendment to this Base Indenture, or any Series&nbsp;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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;14.3.</U> <U>Execution of Supplemental Indentures</U>. In executing any
supplemental indenture permitted by this <U>Article&nbsp;14</U> or the modifications thereby of the
trust created by this Indenture, the Trustee shall be entitled to receive, and subject to
<U>Section&nbsp;12.1</U>, 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&#146;s own rights, duties, liabilities or
immunities under this Indenture or otherwise.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;14.4.</U> <U>Effect of Supplemental Indenture</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;14.5.</U> <U>&#091;Reserved&#093;</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;14.6.</U> <U>Reference in Notes to Supplemental Indentures</U>. Notes
authenticated and delivered after the execution of any supplemental indenture pursuant to this
<U>Article&nbsp;14</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;14.7.</U> <U>Series&nbsp;Supplements</U>. The initial effectiveness of each Series
Supplement shall be subject to the satisfaction of the Rating Agency Condition with respect to such
Series&nbsp;Supplement (or, if there is no applicable Rating Agency, if the Funding Agent consents in
writing). In addition to the manner provided in <U>Sections&nbsp;14.1</U> and <U>14.2</U>, each
Series&nbsp;Supplement may be amended as provided in such Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;14.8.</U> <U>Revocation and Effect of Consents</U>. 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&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;14.9.</U> <U>Notation on or Exchange of Notes</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;14.10.</U> <U>The Trustee to Sign Amendments, etc</U>. The Trustee shall sign
any Series&nbsp;Supplement authorized pursuant to this <U>Article&nbsp;14</U> if the Series&nbsp;Supplement does
not adversely affect in any material respect the rights, duties, liabilities or immunities of the
Trustee. If any Series&nbsp;Supplement does have such a materially adverse effect, the Trustee may, but
need not, sign it. In signing such Series&nbsp;Supplement, the Trustee shall be entitled to receive, if
requested, an indemnity reasonably satisfactory to it and to receive and, subject to
<U>Section&nbsp;12.1</U>, shall be fully protected in relying upon, a Cofina Officer&#146;s Certificate and
an Opinion of Counsel as conclusive evidence that such Series&nbsp;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.


<P align="center" style="font-size: 12pt">ARTICLE 15.



<P align="center" style="font-size: 12pt">REDEMPTION AND REFINANCING OF NOTES



<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;15.1.</U> <U>Redemption and Refinancing</U>. 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 <U>Section&nbsp;13.4</U>, 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;
<U>provided</U>, <U>however</U>, 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
<U>Section&nbsp;15.1</U>, the Issuer shall furnish notice of such election to the Trustee not later
than 15&nbsp;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 <U>Section&nbsp;15.2</U> to each Holder of such Notes.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;15.2.</U> <U>Form of Redemption Notice</U>. Notice of redemption under
<U>Section&nbsp;15.1</U> 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&#146;s address appearing in the Note Register.


<P align="left" style="font-size: 12pt; text-indent: 4%">All notices of redemption shall state:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;the Redemption Date;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;the Redemption Price;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;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
<U>Section&nbsp;8.2</U>); and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;that interest on the Notes shall cease to accrue on the Redemption Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;15.3.</U> <U>Notes Payable on Redemption Date</U>. The Notes of any Series to be
redeemed shall, following notice of redemption as required by <U>Section&nbsp;15.2</U> (in the case of
redemption pursuant to <U>Section&nbsp;15.1</U>), 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.


<P align="center" style="font-size: 12pt">ARTICLE 16.



<P align="center" style="font-size: 12pt">MISCELLANEOUS



<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.1.</U> <U>Compliance Certificates and Opinions, etc</U>. 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)&nbsp;a Cofina Officer&#146;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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;a statement as to whether, in the opinion of each such signatory such condition or
covenant has been complied with.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.2.</U> <U>Form of Documents Delivered to Trustee</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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&#146;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&#146;s right to rely upon the truth and accuracy of any
statement or opinion contained in any such document as provided in <U>Article&nbsp;11</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.3.</U> <U>Acts of Noteholders</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;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 &#147;Act&#148; 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 <U>Section&nbsp;12.1</U>) conclusive in favor of the Trustee and the Issuer, if made in the
manner provided in this Section.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;The ownership of Notes shall be proved by the Note Register.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.4.</U> <U>Notices</U>. 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:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;in the case of the Issuer, to 5500 Cenex Drive, St. Paul, Minnesota 55077, Attention:
Sharon Barber<B>;</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;in the case of the Servicer, to 5500 Cenex Drive, St. Paul, Minnesota 55077, Attention:
Sharon Barber<B>;</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;in the case of the Trustee, to the Corporate Trust Office;


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;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&nbsp;Supplement relating to such Series;
and


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;in the case of the Rating Agency for a particular Series, the address, if any, specified
in the Series&nbsp;Supplement relating to such Series;


<P align="left" style="font-size: 12pt">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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Issuer or the Trustee by notice to the other may designate additional or different
addresses for subsequent notices or communications; <U>provided</U>, <U>however</U>, the Issuer
may not at any time designate more than a total of three (3)&nbsp;addresses to which notices must be
sent in order to be effective.


<P align="left" style="font-size: 12pt; text-indent: 4%">Any notice (i)&nbsp;given in person shall be deemed delivered on the date of delivery of such
notice, (ii)&nbsp;given by first class mail shall be deemed given five (5)&nbsp;days after the date that such
notice is mailed, (iii)&nbsp;delivered by telex or telecopier shall be deemed given on the date of
delivery of such notice, and (iv)&nbsp;delivered by overnight air courier shall be deemed delivered one
Business Day after the date that such notice is delivered to such overnight courier.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%">If the Issuer mails a notice or communication to Noteholders, it shall mail a copy to the
Trustee at the same time.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.5.</U> <U>Notices to Noteholders: Waiver</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%">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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.6.</U> <U>Alternate Payment and Notice Provisions</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.7.</U> <U>&#091;Reserved&#093;</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.8.</U> <U>Effect of Headings and Table of Contents</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.9.</U> <U>Successors and Assigns</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.10.</U> <U>Separability of Provisions</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.11.</U> <U>Benefits of Indenture</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.12.</U> <U>Legal Holidays</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.13.</U> <U>GOVERNING LAW; JURISDICTION</U>. 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 <U>FORUM NON CONVENIENS</U>
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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.14.</U> <U>Counterparts</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.15.</U> <U>Recording of Indenture</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.16.</U> <U>Issuer Obligation</U>. 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)&nbsp;any Seller,
the Servicer or the Trustee or (ii)&nbsp;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)&nbsp;as any such Person may have expressly agreed and (y)&nbsp;nothing in this
Section&nbsp;shall relieve any Seller or the Servicer from its own obligations under the terms of any
Transaction Document. Nothing in this <U>Section&nbsp;16.16</U> shall be construed to limit the
Trustee from exercising its rights hereunder with respect to the Trust Estate.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.17.</U> <U>No Bankruptcy Petition Against the Issuer</U>. 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&nbsp;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 <U>Section&nbsp;16.17</U>, 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 <U>Section&nbsp;16.17</U> 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 &#147;claim&#148; (as defined in Section&nbsp;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 <U>Section&nbsp;5.4(c)</U>. All obligations of the Issuer to the Trustee and the
Secured Parties are subject to the priorities of payments set forth in <U>Section&nbsp;5.4(c)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.18.</U> <U>No Joint Venture</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.19.</U> <U>Rule&nbsp;144A Information</U>. For so long as any of the Notes of any
Series or any Class are &#147;restricted securities&#148; within the meaning of Rule&nbsp;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 <U>Section&nbsp;13</U> or <U>Section&nbsp;15(d)</U> of the Exchange Act.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.20.</U> <U>No Waiver; Cumulative Remedies</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.21.</U> <U>Successors and Assigns; Third-Party Beneficiaries</U>. 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&nbsp;16, no other Person will have any right or obligation hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.22.</U> <U>Merger and Integration</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.23.</U> <U>Rules by the Trustee</U>. The Trustee may make reasonable rules
for action by or at a meeting of any Secured Parties.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.24.</U> <U>Duplicate Originals</U>. The parties may sign any number of copies
of this Indenture. One signed copy is enough to prove this Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.25.</U> <U>Waiver of Trial by Jury</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.26.</U> <U>Power of Attorney</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Section&nbsp;16.27.</U> <U>Amendment and Restatement</U>. 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 &#147;Indenture,&#148; &#147;thereunder,&#148; &#147;thereof,&#148; &#147;therein&#148; or any other
expression of like import referring to the Original Indenture shall mean and be a reference to this
Base Indenture.


<P align="center" style="font-size: 12pt"><B>&#091;THIS SPACE LEFT INTENTIONALLY BLANK&#093;</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">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.



<P align="left" style="margin-left:19%; font-size: 12pt">COFINA FUNDING, LLC, as Issuer



<P align="left" style="margin-left:19%; font-size: 12pt">By:<BR>
Name:<BR>
Title:<BR>



<P align="left" style="margin-left:19%; font-size: 12pt">U.S. BANK NATIONAL ASSOCIATION,



<P align="left" style="margin-left:19%; font-size: 12pt"><BR>
as Trustee



<P align="left" style="margin-left:19%; font-size: 12pt">By:<BR>
Name:<BR>
Title:<BR>


<P align="center" style="font-size: 12pt"><B>EXHIBIT A</B>



<P align="center" style="font-size: 12pt">Form of Release and Reconveyance of Trust Estate



<P align="right" style="font-size: 12pt">EXHIBIT A<BR>
TO BASE INDENTURE<BR>
<B><I>Form of Release and Reconveyance of Trust Estate</I></B>



<P align="center" style="font-size: 12pt"><U>RELEASE AND RECONVEYANCE OF TRUST ESTATE</U>



<P align="left" style="font-size: 12pt; text-indent: 4%">RELEASE AND RECONVEYANCE OF TRUST ESTATE, dated as of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, between Cofina
Funding, LLC (the &#147;<U>Issuer</U>&#148;) and U.S. Bank National Association, a banking association
organized and existing under the laws of the United States of America (the &#147;<U>Trustee</U>&#148;)
pursuant to the Base Indenture referred to below.


<P align="center" style="font-size: 12pt"><U>W I T N E S S E T H</U>:



<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Issuer and the Trustee are parties to the Base Indenture dated as of December&nbsp;23,
2010 (hereinafter as such agreement may have been, or may from time to time be, amended,
supplemented or otherwise modified, the &#147;<U>Base Indenture</U>&#148;);


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, pursuant to the Base Indenture, upon the termination of the lien of the Base
Indenture pursuant to <U>Section&nbsp;13.1</U> 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;


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the conditions to termination of the Base Indenture pursuant to <U>Sections&nbsp;13.1</U>
and <U>13.6</U> have been satisfied;


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Issuer has requested that the Trustee terminate the lien of the Indenture on the
Trust Estate pursuant to <U>Section&nbsp;13.6</U>; and


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Trustee is willing to execute such release and reconveyance subject to the terms
and conditions hereof;


<P align="left" style="font-size: 12pt; text-indent: 4%">NOW, THEREFORE, the Issuer and the Trustee hereby agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;<U>Defined Terms</U>. All terms defined in the Base Indenture and used herein shall have
such defined meanings when used herein, unless otherwise defined herein.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;<U>Release and Reconveyance</U>. (a)&nbsp;The Trustee does hereby release and reconvey to the
Issuer, without recourse, representation or warranty, on and after <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> (the
&#147;<U>Reconveyance Date</U>&#148;) 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
<U>Section&nbsp;13.5(b)</U> of the Base Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;<U>Counterparts</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;<U><B>Governing Law</B></U><B>. 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.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">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.



<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 4%">COFINA FUNDING, LLC, as Issuer



<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 4%">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/ Jamey Grafing <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name: Jamey Grafing<BR>
Title: Chief Financial Officer<BR>



<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 4%">U.S. BANK NATIONAL ASSOCIATION,



<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 5%">as Trustee



<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 4%">By:<U> <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/ Michelle Moeller&#151;</U><BR>
Name: Michelle Moeller<BR>
Title: Vice President<B>EXHIBIT B</B><BR>


<P align="center" style="font-size: 12pt">Form of Obligor Note<BR>
<B>EXHIBIT C</B>



<P align="center" style="font-size: 12pt">Form of Lockbox Account Agreement<BR>
See Tab No.&nbsp;9<B>EXHIBIT D</B>



<P align="center" style="font-size: 12pt">Form of Monthly Income Statement




<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->




<P align="center" style="font-size: 12pt"><B>EXHIBIT E</B>



<P align="center" style="font-size: 12pt">Form of Monthly Balance Sheet<B>EXHIBIT F</B>



<P align="center" style="font-size: 12pt">Form of Monthly Statement of Cash Flows<BR>
On File with the Servicer



<P align="center" style="font-size: 12pt">Schedule&nbsp;I<BR>
PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS



<P align="left" style="font-size: 12pt">The Issuer hereby represents, warrants, and covenants as follows:


<P align="center" style="font-size: 12pt"><U>General</U>



<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;The Receivables constitute &#147;accounts,&#148; &#147;general intangibles,&#148; &#147;instruments&#148; or &#147;tangible
chattel paper,&#148; within the meaning of UCC Section&nbsp;9-102.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;Each Trust Account (and all subaccounts thereof) constitutes either a deposit account or a
securities account.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;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.


<P align="center" style="font-size: 12pt"><U>Creation</U>



<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;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.


<P align="center" style="font-size: 12pt"><U>Perfection:</U>



<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.&nbsp;With respect to Receivables that constitute an instrument or tangible chattel paper,
either:



<P align="left" style="margin-left:4%; font-size: 12pt">(i)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt">(ii)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt">(iii)&nbsp;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: &#147;A purchase
of or security interest in any collateral described in this financing statement will violate
the rights of the Trustee.&#148;


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;With respect to each Trust Account (and all subaccounts thereof) that constitute deposit
accounts, either:



<P align="left" style="margin-left:4%; font-size: 12pt">(i)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt">(ii)&nbsp;The Issuer has taken all steps necessary to cause the Trustee to become the account
holder of the Trust Accounts (and any subaccounts thereof).


<P align="left" style="font-size: 12pt; text-indent: 4%">10.&nbsp;With respect to each Trust Account (and all subaccounts thereof) that constitute
securities accounts or securities entitlements, either:



<P align="left" style="margin-left:4%; font-size: 12pt">(i)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt">(ii)&nbsp;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.


<P align="center" style="font-size: 12pt"><U>Priority</U>



<P align="left" style="font-size: 12pt; text-indent: 4%">11.&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">12.&nbsp;Neither the Issuer nor any Seller is aware of any judgment, ERISA or tax lien filings
against either the Issuer or any Seller.


<P align="left" style="font-size: 12pt; text-indent: 4%">13.&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">14.&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">16.&nbsp;<U>Survival of Perfection Representations</U>. 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&#146;s rights to act as such) until such time as all Issuer
Obligations under the Indenture have been finally and fully paid and performed.


<P align="left" style="font-size: 12pt; text-indent: 4%">17.&nbsp;<U>No Waiver</U>. The parties to the Indenture: (i)&nbsp;shall not, without obtaining a
confirmation of the then-current rating of the Notes, waive any of the Perfection Representations;
and (ii)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">18.&nbsp;<U>Servicer to Maintain Perfection and Priority</U>. 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&#146;s or the Trustee&#146;s ownership or
security interest in the Receivables and perfect the Issuer&#146;s or the Trustee&#146;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&#146;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&#146;s security interest in the Trust Estate. The Trustee&#146;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.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
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</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="5" align="left">ARTICLE 1.DEFINITIONS AND INCORPORATION BY REFERENCE<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;1.1.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Definitions</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;1.2.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Incorporation by Reference of Trust Indenture Act</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;1.3.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Cross-References</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;1.4.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Accounting and Financial Determinations; No Duplication</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;1.5.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Rules of Construction</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;1.6.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Other Definitional Provisions</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE 2.THE NOTES</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.1.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Designation and Terms of Notes</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.2.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">New Series Issuances</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.3.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">&#091;Reserved&#093;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.4.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Execution and Authentication</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.5.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Authenticating Agent</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.6.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Registration of Transfer and Exchange of Notes</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.7.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Appointment of Paying Agent</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.8.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Paying Agent to Hold Money in Trust</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">39</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.9.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Private Placement Legend</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.10.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Mutilated, Destroyed, Lost or Stolen Notes</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.11.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Temporary Notes</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">42</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.12.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Persons Deemed Owners</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">42</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.13.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Cancellation</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.14.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Release of Trust Estate</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.15.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Payment of Principal and Interest</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.16.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Book-Entry Notes</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.17.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Notices to Clearing Agency</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.18.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Definitive Notes</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">47</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.19.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Global Note; Euro-Note Exchange Date</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;2.20.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Tax Treatment</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="9" align="left">ARTICLE 3.&#091;ARTICLE 3 IS RESERVED AND SHALL BE SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES OF VARIABLE FUNDING NOTES&#093;<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="5" align="left">ARTICLE 4.NOTEHOLDER LISTS AND REPORTS<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;4.1.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Issuer To Furnish To Trustee Names and Addresses of Noteholders49</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;4.2.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Preservation of Information; Communications to Noteholders</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;4.3.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Reports by Issuer</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;4.4.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Reports and Records for the Trustee and Instructions</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="5" align="left">ARTICLE 5.ALLOCATION AND APPLICATION OF COLLECTIONS<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;5.1.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Rights of Noteholders</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;5.2.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Collection of Money</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;5.3.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Establishment of Accounts</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;5.4.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Collections and Allocations</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">54</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;5.5.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Determination of Interest Payments</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">58</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;5.6.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Determination of Principal Amounts</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">58</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;5.7.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">General Provisions Regarding Accounts</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">58</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;5.8.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">&#091;Reserved&#093;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">58</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;5.9.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Release of Trust Estate</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">58</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;5.10.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Prepayment of Notes</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">59</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="9" align="left">ARTICLE 6.&#091;ARTICLE 6 IS RESERVED AND SHALL BE SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES&#093;<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="9" align="left">ARTICLE 7.&#091;ARTICLE 7 IS RESERVED AND SHALL BE SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES&#093;<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE 8.COVENANTS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.1.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Payment of Notes</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.2.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Maintenance of Office or Agency</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.3.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Money for Payments To Be Held in Trust</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.4.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Conduct of Business and Maintenance of Existence</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.5.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Protection of the Trust Estate</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.6.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Affirmative Covenants of Issuer</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.7.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Performance of Obligations; Servicing of Receivables</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">67</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.8.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Negative Covenants</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.9.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Annual Statement as to Compliance</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">71</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.10.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Investments</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">71</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.11.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Use of Proceeds</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">71</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.12.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Servicer&#146;s Obligations</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">71</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.13.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Guarantees, Loans, Advances and Other Liabilities</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">71</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.14.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Capital Expenditures</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">72</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.15.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Name; Principal Office</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">72</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.16.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Further Instruments and Acts</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">72</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.17.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Income Tax Characterization</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">72</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;8.18.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Perfection Covenants</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">72</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="5" align="left">ARTICLE 9.REPRESENTATIONS AND WARRANTIES OF THE ISSUER<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">72</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;9.1.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Representations and Warranties of the Issuer</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">72</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="5" align="left">ARTICLE 10.EARLY AMORTIZATION EVENTS AND REMEDIES<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">76</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;10.1.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Early Amortization Events</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">76</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="5" align="left">ARTICLE 11.EVENTS OF DEFAULT; REMEDIES<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">78</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;11.1.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Events of Default</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">78</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;11.2.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Rights of the Trustee Upon Events of Default</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">79</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;11.3.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Collection of Indebtedness and Suits for Enforcement by Trustee</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">80</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;11.4.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Remedies</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">82</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;11.5.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">&#091;Reserved&#093;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;11.6.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Waiver of Past Events</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;11.7.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Limitation on Suits</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Section&nbsp;11.8. Unconditional Rights of Holders to Receive Payment; Withholding Taxes
84</TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="29%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;11.9.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Restoration of Rights and Remedies</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">84</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;11.10.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">The Trustee May File Proofs of Claim</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">84</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;11.11.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Priorities</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;11.12.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Undertaking for Costs</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;11.13.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Rights and Remedies Cumulative</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;11.14.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Delay or Omission Not Waiver</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">86</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;11.15.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Control by Required Noteholders</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">86</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;11.16.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Waiver of Stay or Extension Laws</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">86</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;11.17.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Action on Notes</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">86</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;11.18.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Performance and Enforcement of Certain Obligations</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">86</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE 12.THE TRUSTEE</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">87</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;12.1.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Duties of the Trustee</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">87</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;12.2.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Rights of the Trustee</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">89</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;12.3.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Trustee Not Liable for Recitals in Notes</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">91</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;12.4.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Individual Rights of the Trustee</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">91</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;12.5.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Notice of Defaults</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">91</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;12.6.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Compensation</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">92</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;12.7.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Replacement of the Trustee</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">92</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;12.8.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Successor Trustee by Merger, etc</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">94</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;12.9.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Eligibility: Disqualification</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">94</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;12.10.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Appointment of Co-Trustee or Separate Trustee</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">94</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;12.11.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Reports by Trustee to Holders</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">96</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;12.12.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Representations and Warranties of Trustee</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">96</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;12.13.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">The Issuer Indemnification of the Trustee</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">96</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;12.14.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Trustee&#146;s Application for Instructions from the Issuer</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">96</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;12.15.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Maintenance of Office or Agency</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">97</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="5" align="left">ARTICLE 13.DISCHARGE OF INDENTURE<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">97</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;13.1.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Satisfaction and Discharge of Indenture</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">97</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;13.2.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Application of Issuer Money</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">98</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;13.3.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Repayment of Moneys Held by Paying Agent</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">98</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;13.4.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Cleanup Call</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">98</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;13.5.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Final Payment with Respect to Any Series</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">98</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;13.6.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Termination Rights of Issuer</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">99</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE 14.AMENDMENTS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">100</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;14.1.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Without Consent of the Noteholders</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">100</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;14.2.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Supplemental Indentures with Consent of Required Noteholders</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">101</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;14.3.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Execution of Supplemental Indentures</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">103</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;14.4.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Effect of Supplemental Indenture</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">103</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;14.5.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">&#091;Reserved&#093;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">103</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;14.6.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Reference in Notes to Supplemental Indentures</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">103</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;14.7.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Series Supplements</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">103</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;14.8.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Revocation and Effect of Consents</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">103</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;14.9.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Notation on or Exchange of Notes</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">104</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;14.10.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">The Trustee to Sign Amendments, etc</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">104</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="5" align="left">ARTICLE 15.REDEMPTION AND REFINANCING OF NOTES<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">104</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;15.1.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Redemption and Refinancing</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">104</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;15.2.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Form of Redemption Notice</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">104</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;15.3.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Notes Payable on Redemption Date</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">105</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE 16.MISCELLANEOUS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">105</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.1.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Compliance Certificates and Opinions, etc</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">105</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.2.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Form of Documents Delivered to Trustee</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">106</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.3.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Acts of Noteholders</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">106</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.4.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Notices</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">107</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.5.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Notices to Noteholders: Waiver</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">108</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.6.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Alternate Payment and Notice Provisions</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">109</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.7.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">&#091;Reserved&#093;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">109</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.8.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Effect of Headings and Table of Contents</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">109</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.9.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Successors and Assigns</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">109</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.10.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Separability of Provisions</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">109</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.11.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Benefits of Indenture</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">109</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.12.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Legal Holidays</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">109</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.13.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">GOVERNING LAW; JURISDICTION</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">109</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.14.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Counterparts</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">110</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.15.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Recording of Indenture</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">110</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.16.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Issuer Obligation</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">110</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.17.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">No Bankruptcy Petition Against the Issuer</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">110</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.18.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">No Joint Venture</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">111</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.19.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Rule 144A Information</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">111</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.20.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">No Waiver; Cumulative Remedies</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">111</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.21.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Successors and Assigns; Third-Party Beneficiaries</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">111</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.22.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Merger and Integration</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">111</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.23.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Rules by the Trustee</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">111</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.24.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Duplicate Originals</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">111</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.25.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Waiver of Trial by Jury</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">111</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Section&nbsp;16.26.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Power of Attorney</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">112</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt">Exhibits:

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="17%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="78%">&nbsp;</TD>
</TR>

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<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;A:<BR>
Exhibit&nbsp;B:<BR>
Exhibit&nbsp;C:<BR>
Exhibit&nbsp;D:<BR>
Exhibit&nbsp;E:<BR>
Exhibit&nbsp;F:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Release Reconveyance of Trust Estate<BR>
Form of Obligor Note<BR>
Form of Lockbox Account Agreement<BR>
Form of Monthly Income Statement<BR>
Form of Monthly Balance Sheet<BR>
Form of Monthly Statement of Cash Flows</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Schedules:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Schedule&nbsp;I:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Perfection Representations, Warranties and Covenants</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt; display: none">2




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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>COFINA FUNDING, LLC</B>,<BR>
as Issuer<BR>
and<BR>
<B>U.S. BANK NATIONAL ASSOCIATION</B>,<BR>
as Trustee<BR>
<B>SERIES 2010-A SUPPLEMENT</B><BR>
Dated as of December&nbsp;23, 2010<BR>
to<BR>
<B>AMENDED AND RESTATED BASE INDENTURE</B><BR>
Dated as of December&nbsp;23, 2010<BR>
<B>COFINA FUNDING, LLC<BR>
SERIES 2010-A</B></FONT>



<P align="center" style="font-size: 12pt">Cofina Variable Funding Asset-Backed Notes



<P align="left" style="font-size: 12pt; text-indent: 8%"><B>SERIES 2010-A SUPPLEMENT</B>, dated as of December&nbsp;23, 2010 (as amended, modified, restated
or supplemented from time to time in accordance with the terms hereof, this &#147;<U>Series
Supplement</U>&#148;), by and among COFINA FUNDING, LLC, a Delaware limited liability company, as issuer
(&#147;<U>Issuer</U>&#148;), 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 &#147;<U>Trustee</U>&#148;), to the Base Indenture, dated as of December&nbsp;23, 2010, between the
Issuer and the Trustee (as amended, modified, restated or supplemented from time to time, exclusive
of Series&nbsp;Supplements, the &#147;<U>Base Indenture</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 8%">Pursuant to this Series&nbsp;Supplement, the Issuer shall create a new Series of Notes and shall
specify the Principal Terms thereof.


<P align="center" style="font-size: 12pt">PRELIMINARY STATEMENT



<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, Section&nbsp;2.2 of the Base Indenture provides, among other things, that the Issuer and
the Trustee may&nbsp;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.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
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<TR valign="bottom">
    <TD width="43%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="52%">&nbsp;</TD>
</TR>

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<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">NOW, THEREFORE, the parties hereto agree as follows:<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SECTION 1.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Designation.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;There is hereby created a Series of notes to be issued in one class pursuant to the Base
Indenture and this Series&nbsp;Supplement, and such Series of notes shall be substantially in the form
of <U>Exhibit&nbsp;A</U> hereto, executed by or on behalf of the Issuer and authenticated by the
Trustee and designated generally Cofina Variable Funding Asset-Backed Notes, Series&nbsp;2010-A (the
&#147;<U>Notes</U>&#148;). The Notes shall constitute &#147;Warehouse Notes&#148; (as defined in the Base Indenture).


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Series&nbsp;2010-A (as defined below) shall not be subordinated to any other Series.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 2. <U>Definitions</U>. 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&nbsp;Supplement shall govern. All Article, Section&nbsp;or
subsection&nbsp;references herein mean Articles, Sections or subsections of this Series&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Accrual Period</U>&#148; means, with respect to each Settlement Date, (i)&nbsp;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&nbsp;2010-A Termination Date and (ii)&nbsp;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&nbsp;2010-A Termination Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Additional Interest</U>&#148; has the meaning specified in Section&nbsp;5.12 of the Base Indenture
(as provided by <U>Section&nbsp;8</U> hereof).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Breakage Amount</U>&#148; has the meaning specified in the Note Purchase Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Closing Date</U>&#148; means December&nbsp;23, 2010.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Commitment Termination Date</U>&#148; means the Purchase Expiration Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Fee Amount</U>&#148; has the meaning specified in Section&nbsp;5.12 of the Base Indenture (as
provided by <U>Section&nbsp;8</U> hereof).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Fees</U>&#148; means all of the amounts payable in connection with the Fee Letter (as such
term is defined in the Note Purchase Agreement).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Funding Agent</U>&#148; has the meaning set forth in the Note Purchase Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Increase</U>&#148; has the meaning specified in Section&nbsp;3.1(a) of the Base Indenture (as
provided by <U>Section&nbsp;3</U> hereof).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Indemnified Party</U>&#148; shall have the meaning specified in the Note Purchase Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Initial Note Principal</U>&#148; means the aggregate initial principal amount of the Notes,
which is $50,000,000.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Issuer</U>&#148; means Cofina Funding, LLC, a Delaware limited liability company.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Legal Final Settlement Date</U>&#148; means the Settlement Date falling in the 138th complete
month following the Rapid Amortization Commencement Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Maximum Principal Amount</U>&#148; means the Maximum Funded Amount (as defined in the Note
Purchase Agreement).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Monthly Interest</U>&#148; has the meaning specified in Section&nbsp;5.12 of the Base Indenture (as
provided by <U>Section&nbsp;8</U> hereof).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Monthly Period</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Note Principal</U>&#148; means the outstanding principal amount of the Notes.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Note Purchase Agreement</U>&#148; means the Note Purchase Agreement, dated as of December&nbsp;23,
2010, among the Issuer, Nieuw Amsterdam Receivables Corporation, as Conduit Purchaser, Cooperatieve
Centrale Raiffeisen-Boerenleenbank, B.A. &#147;Rabobank Nederland&#148;, 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Note Rate</U>&#148; 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&nbsp;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).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Noteholder</U>&#148; means with respect to any Note, the holder of record of such Note.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Notes</U>&#148; has the meaning specified in <U>Section&nbsp;1(a)</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Notice Persons</U>&#148; means, for Series&nbsp;2010-A, the Funding Agent.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Permitted Settlement Date Withdrawal</U>&#148; means, with respect to the Notes for any
Settlement Date, the amount set forth in Section&nbsp;5.13 of the Base Indenture (as provided by
<U>Section&nbsp;8</U> hereof).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Purchase Expiration Date</U>&#148; has the meaning specified in the Note Purchase Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>QIB</U>&#148; has the meaning specified in <U>Section&nbsp;7(c)(i)</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Rapid Amortization Period</U>&#148; means the period commencing on the Rapid Amortization
Commencement Date and ending on the Series&nbsp;2010-A Termination Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Rapid Amortization Commencement Date</U>&#148; means the earliest of (i)&nbsp;the Commitment
Termination Date, (ii)&nbsp;the date on which an Early Amortization Event occurs pursuant to
Section&nbsp;10.1 of the Base Indenture or (iii)&nbsp;the date on which a Series&nbsp;Early Amortization Event
occurs pursuant to <U>Section&nbsp;10</U> of this Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Redemption Date</U>&#148; means the date on which the Notes are redeemed in full pursuant to
<U>Section&nbsp;5</U> or <U>12</U> hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Required Person</U>&#148; means the &#147;Funding Agent&#148; under the Note Purchase Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Revolving Period</U>&#148; means the period from and including the Closing Date to, but not
including, the Rapid Amortization Commencement Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Rule&nbsp;144A</U>&#148; has the meaning specified in <U>subsection&nbsp;7(c)(i)</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Scheduled Principal Payment Amount</U>&#148; means (i)&nbsp;with respect to any Settlement Date
prior to the Commitment Termination Date, zero (0); and (ii)&nbsp;with respect to any Settlement Date on
or following the Commitment Termination Date, the excess, if any, of (x)&nbsp;the then Note Principal
over (y)&nbsp;the Scheduled Targeted Principal Balance for the Notes for such Settlement Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Scheduled Targeted Principal Balance</U>&#148; means, for any Settlement Date on or after the
Commitment Termination Date, an amount equal to the product of (x)&nbsp;the Note Principal on the
Commitment Termination Date and (y)&nbsp;the percentage set forth opposite such Settlement Date (based
on the number of months elapsed from the Commitment Termination Date) on <U>Schedule&nbsp;I</U> hereto
under the column entitled &#147;Scheduled Targeted Principal Balance.&#148;


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Series&nbsp;Early Amortization Event</U>&#148; means each &#147;Early Amortization Event&#148; referred to in
<U>Section&nbsp;10</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Series&nbsp;2010-A</U>&#148; means the Series of the Cofina Variable Funding Asset-Backed Notes
represented by the Notes.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Series&nbsp;2010-A Interest Payment</U>&#148; means, with respect to any Settlement Date, the
Monthly Interest for such Settlement Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Series&nbsp;2010-A Noteholder</U>&#148; means the Holder of a Note.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Series&nbsp;2010-A Settlement Account</U>&#148; means the Settlement Account established as such
for the benefit of the Secured Parties of this Series&nbsp;2010-A pursuant to Section&nbsp;5.3 of the Base
Indenture and Section&nbsp;5.11 of the Base Indenture (as provided by <U>Section&nbsp;8</U> hereof).


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Series&nbsp;2010-A Termination Date</U>&#148; means the Settlement Date on which the Notes, plus
all other amounts due and owing to the Series&nbsp;2010-A Noteholders and the Indemnified Parties are
paid in full.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Supplemental Principal Payment Amount</U>&#148; means the amount of any prepayment made in
accordance with the provisions of Section&nbsp;5.10 of the Base Indenture that is allocated to the
Series&nbsp;2010-A Notes in accordance with such provision of the Base Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 3. <U>Article&nbsp;3 of the Base Indenture</U>. <U>Article&nbsp;3</U> shall be read in its
entirety as follows and shall be applicable only to the Notes:


<P align="center" style="font-size: 12pt">ARTICLE 3<BR>
<U>INITIAL ISSUANCE AND INCREASES AND DECREASES OF</U><BR>
<U> NOTE PRINCIPAL</U>



<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 3.1 <U>Initial Issuance: Procedure for Increasing the Investor Interest</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Subject to satisfaction of the conditions precedent set forth in <U>Section&nbsp;3.1(b)</U>,
(i)&nbsp;on the Closing Date, the Issuer will issue the Notes in accordance with Section&nbsp;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)&nbsp;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 &#147;<U>Increase</U>&#148;) upon satisfaction of the
conditions set forth below and the conditions specified in the Note Purchase Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The Notes will be issued on the Closing Date and the Note Principal may&nbsp;be increased on
any Business Day during the Revolving Period pursuant to <U>subsection&nbsp;(a)</U> above, only upon
satisfaction of each of the following conditions with respect to such initial issuance and each
proposed Increase:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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);</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>After giving effect to such issuance or Increase, the Note
Principal shall not exceed the Maximum Principal Amount;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>After giving effect to such issuance or Increase, no Borrowing
Base Deficiency shall exist;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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)&nbsp;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;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(vi)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(vii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(viii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ix)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>There shall not have occurred, since the Closing Date, in the
reasonable judgment of the Notice Person, (A)&nbsp;a material adverse change in the
operations, management or financial condition of any Seller or (B)&nbsp;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.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 3.2 <U>Prepayments</U>. On any Business Day (including any Settlement Date), the
Issuer will have the option (upon at least 2 Business Days&#146; 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&nbsp;5.4 of the Base Indenture. Any prepayment amounts shall be
deposited into the Series&nbsp;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&nbsp;2010-A (other than a prepayment made to effectuate an Unexpired Series&nbsp;True-Up (as
defined in the Note Purchase Agreement)) shall be accompanied by a concurrent prepayment under
Series&nbsp;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
&#147;Maximum Funded Amount&#148; (or, following the end of the applicable revolving periods, such that each
Series receives the same proportion of its outstanding note principal amount).


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 4. <U>Principal Payments on the Notes</U>. The principal balance of the Series
2010-A Notes shall be payable on each Settlement Date from amounts on deposit in the Series&nbsp;2010-A
Settlement Account in an amount equal to (i)&nbsp;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)&nbsp;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&nbsp;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&nbsp;Supplement, the
Note Purchase Agreement and the other Transaction Documents shall be due and payable in full on the
earlier to occur of (x)&nbsp;the date on which an Event of Default shall occur and the Series&nbsp;2010-A
Notes have been accelerated in accordance with the provisions of the Base Indenture and (y)&nbsp;the
Legal Final Settlement Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 5. <U>Cleanup Call</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;The Notes shall be subject to purchase by the initial Servicer at its option, in
accordance with the terms specified in Section&nbsp;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&nbsp;2010-A shall be accompanied by a concurrent
purchase of Series&nbsp;2010-A hereunder unless otherwise consented to in writing by the Funding Agent.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The deposit to the Series&nbsp;2010-A Settlement Account required in connection with any such
purchase will be equal to the sum of (a)&nbsp;the Note Principal, plus (b)&nbsp;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)&nbsp;the amounts, if any, on deposit
at such Settlement Date in the Series&nbsp;2010-A Settlement Account for the payment of the foregoing
amounts.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 6. <U>Delivery and Payment for the Notes</U>. The Trustee shall execute,
authenticate and deliver the Notes in accordance with Section&nbsp;2.4 of the Base Indenture and
<U>Section&nbsp;7</U> below.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 7. <U>Form of Delivery of the Notes; Denominations; Transfer Restrictions</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;The Notes shall be delivered as Registered Notes in definitive form as provided in
Sections&nbsp;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 <U>Section&nbsp;7</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The Notes will be issuable in minimum face amount denominations of $250,000 (and in
integral multiples of $1,000 in excess thereof).


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;The Notes have not been registered under the Securities Act or any state securities or
&#147;blue sky&#148; 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 &#147;blue sky&#148; laws or take any other action not
otherwise required under the Base Indenture or this Series&nbsp;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; <U>provided</U>, <U>however</U>, that the Notes surrendered
for transfer or exchange (a)&nbsp;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)&nbsp;shall be transferred or
exchanged in compliance with the Securities Act and the following provisions:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(i) (A)&nbsp;if such Note is being transferred to a qualified institutional buyer (a
&#147;<U>QIB</U>&#148;) as defined in, and in accordance with, Rule&nbsp;144A under the Securities Act
(&#147;<U>Rule&nbsp;144A</U>&#148;), the transferor shall provide the Issuer and the Transfer Agent and
Registrar with a certification to that effect (in substantially the form of <U>Exhibit
C</U> hereto); or (B)&nbsp;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 <U>Exhibit&nbsp;C</U> 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.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(ii)&nbsp;each such transferee of such Note shall be deemed to have made the
acknowledgements, representations and agreements set forth below:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;if such Note is being transferred in accordance with Rule&nbsp;144A, it is a QIB, is
aware that the sale to it is being made in reliance on Rule&nbsp;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&nbsp;144A and is acquiring such Note or any interest or participation therein
for its own account or the account of another QIB;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;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 <U>Section&nbsp;7(c)</U> and only (A)&nbsp;to
the Issuer, (B)&nbsp; to a person the transferor reasonably believes is a QIB in a transaction
meeting the requirements of Rule&nbsp;144A or (C)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(3)&nbsp;if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Notes
as described in <U>clause (B)</U> or <U>(C)</U> of the preceding <U>clause (2)</U>, it
may, pursuant to <U>clause (i)</U> above, be required to deliver a certificate and, in the
case of <U>clause (C)</U>, 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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(4)&nbsp;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 <U>clauses (2)</U> and
<U>(3)</U> 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:


<P align="left" style="margin-left:12%; margin-right:4%; font-size: 12pt">THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE &#147;SECURITIES ACT&#148;), OR THE
SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY BE RESOLD,
PLEDGED OR TRANSFERRED ONLY (1)&nbsp;TO THE ISSUER, (2)&nbsp;TO A PERSON THE
TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (&#147;RULE 144A&#148;))
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)&nbsp;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.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(5)&nbsp;it acknowledges that the foregoing restrictions apply to holders of beneficial
interests in the Notes as well as to Holders of the Notes;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(6)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(7)&nbsp;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



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(8)&nbsp;it acknowledges that either (i)&nbsp;it is not an employee benefit plan subject to
ERISA, a &#147;plan&#148; described in Section&nbsp;4975 of the Code, an entity deemed to hold the assets
of any such plan or a governmental plan (as defined in Section&nbsp;3(32) of ERISA) or a church
plan (as defined in Section&nbsp;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&nbsp;406
of ERISA or Section&nbsp;4975 of the Code or (ii)&nbsp;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&nbsp;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.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">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 <I>ab initio</I>.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 8. <U>Article&nbsp;5 of Base Indenture</U>. Sections&nbsp;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&nbsp;5 of the Base
Indenture solely for purposes of Series&nbsp;2010-A and shall be applicable only to the Notes:


<P align="center" style="font-size: 12pt">ARTICLE 5<BR>
SERIES 2010-A SETTLEMENT ACCOUNT AND<BR>
ALLOCATION AND APPLICATION OF AMOUNTS THEREIN



<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 5.11 <U>Series&nbsp;2010-A Settlement Account</U>. The Trustee, in accordance with
Section&nbsp;5.3(d) of the Base Indenture shall establish on the Closing Date and maintain, so long as
any Series&nbsp;2010-A Note is Outstanding, an account designated as the &#147;Series&nbsp;2010-A Settlement
Account&#148;, 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&nbsp;Supplement. All deposits of funds by
or for the benefit of the Holders of the Series&nbsp;2010-A Notes shall be accumulated in, and withdrawn
from, the Series&nbsp;2010-A Settlement Account in accordance with the provisions of the Base Indenture
and this Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 5.12 <U>Determination of Monthly Interest</U>. 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)&nbsp;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,
<U>times</U> (B)&nbsp;the Note Rate in effect with respect to the related Accrual Period, and (ii)&nbsp;the
average daily outstanding principal balance of the Notes during such Accrual Period and (y)&nbsp;any
Monthly Interest not paid in full on the preceding Settlement Date plus interest thereon at the
applicable Note Rate (the &#147;<U>Monthly Interest</U>&#148;); <U>provided</U>, <U>however</U>, that in
addition to Monthly Interest, an amount equal to the sum of (i)&nbsp;the amount of any unpaid Fees for
the related Accrual Period as determined pursuant to the Note Purchase Agreement (the &#147;<U>Fee
Amount</U>&#148;), plus (ii)&nbsp;any Additional Amounts for the related Accrual Period as determined
pursuant to the Note Purchase Agreement, plus (iii)&nbsp;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
&#147;<U>Additional Interest</U>&#148;) shall also be payable by the Issuer.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 5.13 <U>Drawing Funds from the Spread Maintenance Account</U>. In the event that the
Monthly Servicer Report with respect to any Determination Date shall state that the funds on
deposit in the Series&nbsp;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 &#147;<U>Permitted Settlement Date Withdrawal</U>&#148;), then the Trustee shall draw on the Spread
Maintenance Account and deposit into the Series&nbsp;2010-A Settlement Account an amount equal to the
lesser of (x)&nbsp;the Permitted Settlement Date Withdrawal and (y)&nbsp;the amount then on deposit in the
Spread Maintenance Account; <U>provided</U> that any withdrawal for purposes of paying principal
shall be in an amount equal to the lesser of (x)&nbsp;the then outstanding Note Principal and all
accrued and unpaid Monthly Interest with respect thereto and (y)&nbsp;the Series&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 5.14 <U>Distribution from Series&nbsp;2010-A Settlement Account</U>. On each Settlement
Date, the Trustee shall distribute funds then on deposit in the Series&nbsp;2010-A Settlement Account in
accordance with the provisions of either subsection (I)&nbsp;or (II)&nbsp;of this <U>Section&nbsp;5.14</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(I)&nbsp;If neither an Early Amortization Event nor an Event of Default shall have occurred and be
continuing with respect to any Series:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;To each Series&nbsp;2010-A Noteholder (as of the related Record Date), an amount equal
to its <I>pro rata </I>portion of the Series&nbsp;2010-A Interest Payment for such Settlement Date;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;To each Series&nbsp;2010-A Noteholder (as of the related Record Date), an amount equal
to its <I>pro rata </I>portion of the Scheduled Principal Payment Amount then due and payable to
Series&nbsp;2010-A Noteholders on such Settlement Date;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(3)&nbsp;To each Series&nbsp;2010-A Noteholder (as of the related Record Date), an amount equal
to its <I>pro rata </I>portion (if any) of the Supplemental Principal Payment Amount then due and
payable to Series&nbsp;2010-A Noteholders on such Settlement Date;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(4)&nbsp;To the Funding Agent, any Additional Interest and Fee Amounts then due for such
Settlement Date; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(5)&nbsp;To each 2010-A Noteholder (as of the related Record Date) and each other
Indemnified Party, <I>pro rata</I>, an amount equal to taxes, increased costs, Breakage Amounts,
indemnities and other amounts then due and payable to Series&nbsp;2010-A Noteholders and each
Indemnified Party pursuant to the Note Purchase Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(II)&nbsp;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:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;To each Series&nbsp;2010-A Noteholder (as of the related Record Date), an amount equal
to its <I>pro rata </I>portion of the Series&nbsp;2010-A Interest Payment for such Settlement Date;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;To each Series&nbsp;2010-A Noteholder (as of the related Record Date), an amount equal
to its <I>pro rata </I>portion of the then outstanding Note Principal until the Note Principal has
been reduced to zero;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(3)&nbsp;To the Funding Agent, any Additional Interest and Fee Amounts then due for such
Settlement Date; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(4)&nbsp;To each Series&nbsp;2010-A Noteholder (as of the related Record Date) and each other
Indemnified Party, <I>pro rata</I>, an amount equal to taxes, increased costs, Breakage Amounts,
indemnities and other amounts then due and payable to Series&nbsp;2010-A Noteholders and each
other Indemnified Party pursuant to the Note Purchase Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 5.15 <U>Servicer&#146;s Failure to Make a Deposit or Payment</U>. 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&nbsp;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&nbsp;2010-A (if related solely to the Series&nbsp;2010-A Settlement Account or
the Required Persons with respect to all Series, if related to any other account).


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 9. <U>Article&nbsp;6 of the Base Indenture</U>. Article&nbsp;6 of the Base Indenture shall
read in its entirety as follows and shall be applicable only to the Noteholders:


<P align="center" style="font-size: 12pt">ARTICLE 6<BR>
DISTRIBUTIONS AND REPORTS



<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 6.1 <U>Distributions</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">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&nbsp;Transfer Date pursuant to
Section&nbsp;2.09(a) of the Servicing Agreement) to each Noteholder of record on the immediately
preceding Record Date (other than as provided in Section&nbsp;12.5 of the Base Indenture respecting a
final distribution), by 12:00 noon Eastern Standard Time, such Noteholder&#146;s <U>pro</U>
<U>rata</U> share of the amounts on deposit in the Series&nbsp;2010-A Settlement Account that are
payable to the Noteholders pursuant to <U>Section&nbsp;5.14</U> by wire transfer to an account
designated by such Noteholder at least five Business Days prior to such Settlement Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 6.2 <U>Monthly Noteholders&#146; Statement</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;On or before each Settlement Date, the Trustee shall make available to each Noteholder and
each Notice Person via the Trustee&#146;s website a statement substantially in the form of <U>Exhibit
B</U> hereto prepared by the Servicer and delivered to the Trustee on the preceding Determination
Date and setting forth, among other things, the following information:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(i)&nbsp;the total amount distributed to Noteholders;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;the amount of such distribution allocable to principal;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;the amount of such distribution allocable to Trustee Fees and Expenses,
Custodian fees and expenses, Monthly Interest, Additional Interest and the Fee
Amounts, respectively;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;the aggregate Outstanding Balance of Receivables which were Delinquent
Receivables as of the end of the preceding Monthly Period;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(v)&nbsp;the aggregate Outstanding Balance of Receivables which were Defaulted
Receivables as of the end of the preceding Monthly Period;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(vi)&nbsp;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;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(vii)&nbsp;the outstanding Note Balance, as of the end of the day on the Settlement
Date;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(viii)&nbsp;increases and decreases in the Notes during the related Settlement
Period, and the average daily balance of the Notes for the related Settlement
Period;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(ix)&nbsp;the amount of the Servicing Fee for the related Settlement Period;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(x)&nbsp;the Note Rate for the related Settlement Period; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(xi)&nbsp;if applicable, the date on which the Rapid Amortization Period commenced.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Annual Noteholders&#146; Tax Statement</U>. On or before January&nbsp;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&nbsp;6.02 of the Servicing Agreement containing the information required to be
contained in the regular monthly report to Series&nbsp;2010-A Noteholders, as set forth in
<U>subclauses (i)</U>, <U>(ii)</U> and <U>(iii)</U> above, aggregated for such calendar year or
the applicable portion thereof during which such Person was a Series&nbsp;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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 10. <U>Series&nbsp;Early Amortization Events</U>. The Rapid Amortization Commencement
Date shall occur without any notice or other action on the part of any party hereto if an &#147;Early
Amortization Event&#148; under the Base Indenture occurs.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="33%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="62%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SECTION 11.<BR>
SECTION 12.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#091;Reserved&#093;.<BR>
Redemption Provision.</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The amount required to be deposited into the Series&nbsp;2010-A Settlement Account in
connection with any redemption in full shall be equal to the sum of (i)&nbsp;the Note Principal, plus
(ii)&nbsp;accrued and unpaid the interest on the Notes through the Settlement Date on which the
redemption occurs, plus (iii)&nbsp;any other amounts (including, without limitation, accrued and unpaid
Fees) payable by the Issuer to the Series&nbsp;2010-A Noteholders, the Indemnified Parties, the Trustee
and the Custodian pursuant to the Note Purchase Agreement and the other Transaction Documents, less
(iv)&nbsp;the amounts, if any, on deposit at such Settlement Date in the Series&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 13. <U>Amendments and Waiver</U>. 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&nbsp;Supplement shall be subject
to the consent of the Required Persons as defined herein.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 14. <U>Counterparts</U>. This Series&nbsp;Supplement may&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 15. <U>Governing Law</U>. 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 <U>FORUM NON CONVENIENS</U> 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 16. <U>Waiver of Trial by Jury</U>. 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&nbsp;Supplement
or the Transaction Documents or any matter arising hereunder or thereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 17. <U>No&nbsp;Petition</U>. The Trustee, by entering into this Series&nbsp;Supplement,and
each Series&nbsp;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&nbsp;Supplement or the Transaction Documents. No obligation of the Issuer
hereunder shall constitute a &#147;claim&#148; (as defined in Section&nbsp;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&nbsp;5.4(c) of the Base Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 18. <U>Rights of the Trustee</U>. The rights, privileges and immunities afforded to
the Trustee under the Base Indenture shall apply hereunder as if fully set forth herein.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 19. <U>Third-Party Beneficiaries</U>. This Series&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">SECTION 20. <U>Tax Opinion</U>. The parties agree that the Tax Opinion contemplated by
Section&nbsp;2.2(a)(v) of the Base Indenture shall not be required in connection with the issuance of
the Series&nbsp;2010-A Note hereunder.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>IN WITNESS WHEREOF</B>, the parties hereto have caused this Series&nbsp;Supplement to be duly
executed by their respective officers as of the day and year first above written.



<P align="left" style="margin-left:23%; font-size: 12pt"><B>COFINA FUNDING, LLC</B>,
<BR>
as Issuer



<P align="left" style="margin-left:23%; font-size: 12pt">By:<U> <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/ Jamey Grafing&#151;</U><BR>
Name: Jamey Grafing<BR>
Title: Chief Financial Officer<BR>


<P align="center" style="font-size: 12pt"><B>&#091;Signatures continue on the following page.&#093;</B>




<P align="left" style="margin-left:23%; font-size: 12pt"><B>U.S. BANK NATIONAL ASSOCIATION</B>,
<BR>
as Trustee



<P align="left" style="margin-left:23%; font-size: 12pt">By:<U> <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/ Michelle Moeller&#151;</U><BR>
Name: Michelle Moeller<BR>
Title: Vice PresidentEXHIBIT A<BR>


<P align="center" style="font-size: 12pt"><B>FORM OF<BR>
SERIES 2010-A NOTE</B>



<P align="left" style="font-size: 12pt">THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE &#147;SECURITIES ACT&#148;), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY
BE RESOLD, PLEDGED OR TRANSFERRED ONLY (1)&nbsp;TO THE ISSUER, (2)&nbsp;TO A PERSON THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
(&#147;RULE 144A&#148;)) 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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">EACH PERSON ACQUIRING OR HOLDING THIS NOTE SHALL BE DEEMED TO (1)&nbsp;REPRESENT AND WARRANT FOR
THE BENEFIT OF THE ISSUER, THE SELLERS, THE SERVICER AND THE TRUSTEE THAT EITHER (A)&nbsp;IT IS NOT AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA, A &#147;PLAN&#148; DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE &#147;CODE&#148;), 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)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 12pt">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.


<P align="left" style="font-size: 12pt">BY ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE AGREES TO THE TERMS AND CONDITIONS SET FORTH IN THE
INDENTURE AND HEREIN.


<P align="left" style="font-size: 12pt"><B>REGISTERED</B>


<P align="left" style="font-size: 12pt"><B>No.&nbsp;1 $100,000,000</B>


<P align="center" style="font-size: 12pt">SEE REVERSE FOR CERTAIN DEFINITIONS



<P align="left" style="font-size: 12pt; text-indent: 8%">THE PRINCIPAL OF THIS NOTE MAY&nbsp;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&nbsp;BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


<P align="center" style="font-size: 12pt"><B>COFINA FUNDING, LLC<BR>
SERIES 2010-A COFINA VARIABLE FUNDING ASSET-BACKED NOTES</B>



<P align="left" style="font-size: 12pt; text-indent: 8%">COFINA FUNDING, LLC, a limited liability company organized and existing under the laws of the
State of Delaware (herein referred to as the &#147;<U>Issuer</U>&#148;), for value received, hereby promises
to pay COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. &#147;RABOBANK NEDERLAND&#148;, 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&nbsp;2010-A Supplement, dated as of December&nbsp;23, 2010 (as amended,
supplemented or otherwise modified from time to time, the &#147;<U>Series&nbsp;2010-A Supplement</U>&#148;),
between the Issuer and the Trustee to the Base Indenture; <U>provided</U>, <U>however</U>, 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&nbsp;2010-A Supplement). The Issuer will pay interest on this
Note on each Settlement Date at the Note Rate (as defined in the Series&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">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.


<P align="left" style="font-size: 12pt; text-indent: 8%">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; <U>provided</U> that such entry is recorded by the Transfer
Agent and Registrar in the Note Register.


<P align="left" style="font-size: 12pt; text-indent: 8%">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.


<P align="left" style="font-size: 12pt; text-indent: 8%">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.


<P align="center" style="font-size: 12pt"><B>&#091;Signatures follow.&#093;</B>



<P align="left" style="font-size: 12pt; text-indent: 8%"><B>IN WITNESS WHEREOF</B>, the Issuer, has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer as of the date set forth below.



<P align="left" style="margin-left:23%; font-size: 12pt"><B>COFINA FUNDING, LLC</B>



<P align="left" style="margin-left:23%; font-size: 12pt">By:<BR>
Authorized Officer<BR>


<P align="center" style="font-size: 12pt"><B>&#091;Certificate of Authentication follows.&#093;<BR>
CERTIFICATE OF AUTHENTICATION</B>



<P align="left" style="font-size: 12pt; text-indent: 8%">This is one of the Notes referred to in the within mentioned Series&nbsp;2010-A Supplement.



<P align="left" style="margin-left:23%; font-size: 12pt"><B>U.S. BANK NATIONAL ASSOCIATION</B>,
<BR>
not in its individual capacity, but solely as Trustee



<P align="left" style="margin-left:23%; font-size: 12pt">By:<BR>
Authorized Officer<BR>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Dated: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
</TR>

</TABLE>


<P align="center" style="font-size: 12pt">&#091;REVERSE OF NOTE&#093;



<P align="left" style="font-size: 12pt; text-indent: 8%">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 &#147;<U>Notes</U>&#148;), all issued
under the Series&nbsp;2010-A Supplement to the Base Indenture dated as of December&nbsp;23, 2010 (such Base
Indenture, as supplemented by the Series&nbsp;2010-A Supplement and supplements relating to other series
of notes, as supplemented or amended, is herein called the &#147;<U>Indenture</U>&#148;), between the Issuer
and U.S. BANK NATIONAL ASSOCIATION, as trustee (the &#147;<U>Trustee</U>&#148;, 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">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.


<P align="left" style="font-size: 12pt; text-indent: 8%">Principal of the Notes will be payable on each Settlement Date as set forth in the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 8%">All principal payments on the Notes shall be made <U>pro</U> <U>rata</U> to the Noteholders
entitled thereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">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.


<P align="left" style="font-size: 12pt; text-indent: 8%">As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may&nbsp;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)&nbsp;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)&nbsp;accompanied by such other documents as the Trustee
may&nbsp;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&nbsp;service
charge will be charged for any registration of transfer or exchange of this Note, but the
transferor may&nbsp;be required to pay a sum sufficient to cover any tax or other governmental charge
that may&nbsp;be imposed in connection with any such registration of transfer or exchange.


<P align="left" style="font-size: 12pt; text-indent: 8%">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.


<P align="left" style="font-size: 12pt; text-indent: 8%">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.


<P align="left" style="font-size: 12pt; text-indent: 8%">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&nbsp;treat the Person in whose name this Note (as
of the day of determination or as of such other date as may&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">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.


<P align="left" style="font-size: 12pt; text-indent: 8%">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.


<P align="left" style="font-size: 12pt; text-indent: 8%">The term &#147;<U>Issuer</U>&#148; as used in this Note includes any successor to the Issuer under the
Indenture.


<P align="left" style="font-size: 12pt; text-indent: 8%">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.


<P align="left" style="font-size: 12pt; text-indent: 8%">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.


<P align="left" style="font-size: 12pt; text-indent: 8%">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.


<P align="left" style="font-size: 12pt; text-indent: 8%">No&nbsp;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.


<P align="center" style="font-size: 12pt"><B>ASSIGNMENT</B>



<P align="left" style="font-size: 12pt">Social Security or taxpayer I.D. or other identifying number of assignee


<P align="left" style="font-size: 12pt; text-indent: 8%">FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="center" style="font-size: 12pt">(name and address of assignee)



<P align="left" style="font-size: 12pt">the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, attorney, to transfer said Note on the books kept for registration thereof, with full
power of substitution in the premises.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Dated:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Signature Guaranteed:</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt">The following are borrowings and payments made under this Note of the Issuer:

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="25%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" colspan="3">Loan</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Amount</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Date</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Amount Paid</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" colspan="3" style="border-bottom: 1px solid #000000">Date</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Borrowed</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Prin. Paid</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Principal&nbsp;&nbsp;&nbsp;&nbsp; Interest</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="right" style="font-size: 12pt">EXHIBIT B



<P align="center" style="font-size: 12pt">FORM OF MONTHLY NOTEHOLDERS&#146; STATEMENT



<P align="right" style="font-size: 12pt">EXHIBIT C



<P align="center" style="font-size: 12pt">FORM OF TRANSFER CERTIFICATE



<P align="left" style="font-size: 12pt">CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF DEFINITIVE SECURITIES


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To: U.S. Bank National Association, as Trustee</TD>
</TR>

</TABLE>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">60 Livingston Avenue<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">St. Paul, MN 55107<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Re:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Cofina Funding, LLC &#150; Cofina Variable Funding Asset-Backed Notes</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 12%">This Certificate relates to $<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> principal amount of Series&nbsp;2010-A Cofina Variable
Funding Asset-Backed Notes held in definitive form by <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U> (the &#147;<U>Transferor</U>&#148;) issued pursuant to the Amended and Restated Base Indenture dated as
of December&nbsp;23, 2010 between Cofina Funding, LLC, as Issuer, and U.S. Bank National Association, as
Trustee, as supplemented by the Series&nbsp;2010-A Supplement dated as of December&nbsp;23, 2010 (the
&#147;<U>Series&nbsp;Supplement</U>&#148;) (as amended, supplemented or otherwise modified from time to time, the
&#147;<U>Indenture</U>&#148;). Capitalized terms used herein and not otherwise defined, shall have the
meanings given thereto in the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 12%">The Transferor (i)&nbsp;has requested the Trustee by written order to exchange or register the
transfer of a Note or Notes and (ii)&nbsp;has reviewed the transfer restrictions set forth in Section
7(c) of the Series&nbsp;Supplement and hereby makes the acknowledgments, representations and agreements
set forth in Section&nbsp;7(c)(ii) of the Series&nbsp;Supplement.


<P align="left" style="font-size: 12pt; text-indent: 12%">In connection with such request and in respect of each such Note, the Transferor does hereby
certify as follows:


<P align="left" style="font-size: 12pt; text-indent: 12%">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&nbsp;144A under the Securities Act of 1933, as amended (the &#147;<U>Securities
Act</U>&#148;)) in reliance on Rule&nbsp;144A.


<P align="left" style="font-size: 12pt; text-indent: 12%">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&nbsp;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&nbsp;7(c)(i) of the Series&nbsp;Supplement.



<P align="left" style="margin-left:23%; font-size: 12pt">&#091;INSERT NAME OF TRANSFEROR&#093;



<P align="left" style="margin-left:23%; font-size: 12pt">By:<BR>
Name:<BR>
Title:<BR>


<P align="left" style="font-size: 12pt">Date:


<P align="center" style="font-size: 12pt"><B>SCHEDULE I</B>



<P align="center" style="font-size: 12pt">Scheduled Targeted Principal Balance


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="87%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Settlement Date</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Percentage of Notes Remaining Outstanding</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">month 1-12
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">91</TD>
    <TD nowrap valign="top">%</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">month 13-24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">21</TD>
    <TD nowrap valign="top">%</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">month 25-36
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">13</TD>
    <TD nowrap valign="top">%</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">month 37-48
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">5</TD>
    <TD nowrap valign="top">%</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">month 49 and thereafter
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">0</TD>
    <TD nowrap valign="top">%</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="23%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="32%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="5" align="left">PRELIMINARY STATEMENT 1<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 1.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Designation</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 2.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Definitions</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 3.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Article 3 of the Base Indenture</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 4.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Principal Payments on the Notes</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 5.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Cleanup Call</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 6.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Delivery and Payment for the Notes</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>SECTION 7. Form of Delivery of the Notes; Denominations; Transfer Restrictions 7</TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="24%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 8.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Article 5 of Base Indenture</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 9.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Article 6 of the Base Indenture</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 10.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Series Early Amortization Events</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 11.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">&#091;Reserved&#093;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 12.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Redemption Provision</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 13.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Amendments and Waiver</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 14.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Counterparts</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 15.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Governing Law</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 16.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Waiver of Trial by Jury</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 17.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">No&nbsp;Petition</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 18.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Rights of the Trustee</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 19.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Third-Party Beneficiaries</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SECTION 20.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Tax Opinion</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="21%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="74%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">EXHIBIT A<BR>
EXHIBIT B<BR>
EXHIBIT C
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Note<BR>
Form of Monthly Noteholders&#146; Statement<BR>
Form of Transfer Certificate</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SCHEDULE I
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Scheduled Targeted Principal Balance</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt"><FONT style="font-size: 12pt"><sup>1</sup>NOTE: The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.
</FONT>


<P align="center" style="font-size: 10pt; display: none">




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<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>exhibit5.htm
<DESCRIPTION>EX-10.5
<TEXT>
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE> EX-10.5 </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">

<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>EMPLOYMENT SECURITY AGREEMENT</B></FONT>



<P align="left" style="font-size: 12pt">THIS AGREEMENT (the &#147;Agreement&#148;) is hereby entered into as of the 23&nbsp;day of December, 2010 (the
&#147;Effective Date&#148;), by and between CHS Inc. (the &#147;Company&#148;) and Jay Debertin (&#147;Executive&#148;) (each
hereinafter referred to as a &#147;party&#148; and collectively as &#147;the parties&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">The Board of Directors of the Company (the &#147;Board&#148;) 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&#146;s new Chief Executive Officer. In order to
accomplish these objectives, the Board has caused the Company to enter into this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 1%">In consideration of the respective agreements of the parties contained herein, it is agreed as
follows:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Term</U>. 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&nbsp;7, on the second
anniversary of the Effective Date (such term, as may be hereafter extended, the &#147;Employment
Term&#148;). Notwithstanding this Agreement, Executive&#146;s employment with the Company shall be &#147;at
will&#148;.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Employment</U>. During the Employment Term:</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive shall (i)&nbsp;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)&nbsp;report directly to the Chief Executive Officer
of the Company (the &#147;CEO&#148;).</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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&#146;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&#146;s responsibilities hereunder. Executive shall be subject
to and shall abide by each of the Company&#146;s personnel policies applicable to other
senior executives.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Compensation</U>.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Base Salary</U>. 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 &#147;Base Salary&#148;); 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&#146;s customary practices applicable to its
executives. Such Base Salary shall be reviewed by the CEO pursuant to the Company&#146;s
normal performance review policies for senior executives.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Annual Incentive Compensation</U>. 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 &#147;Target Annual Incentive&#148;) 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 (&#147;Annual Incentive Compensation&#148;) 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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Long-Term Incentive Opportunity</U>. 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 &#147;Target LTIP Award&#148;) 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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Benefits</U>.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Employee Benefits</U>. 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&#146;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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Executive Benefits</U>. 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&#146;s entitlements hereunder.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Business Expenses</U>. Upon submission of proper invoices in accordance
with the Company&#146;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&#146;s duties
hereunder and otherwise incurred in accordance with the Company&#146;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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Paid Time Off (PTO)</U>. Executive shall be entitled, without loss of pay,
to absent himself voluntarily, for illness, vacation or other reasons, from the
performance of Executive&#146;s employment under this Agreement, pursuant to the Company&#146;s
Paid Time-Off Policy.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Recoupment.</U> In the event of a restatement of the Company&#146;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&#146;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.&nbsp;&nbsp;Such recovery period shall comprise up to the
three (3)&nbsp;years preceding the date on which the Company is required to prepare the accounting
restatement.</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:4%; font-size: 12pt">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&nbsp;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.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">6.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Termination</U>. The Employment Term and Executive&#146;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&#146;s termination of employment during the
Employment Term or upon expiration of the Employment Term that would preclude Executive from
having a &#147;separation from service&#148; from the Company within the meaning of Section&nbsp;409A of the
Code, upon expiration of the Employment Term.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Disability</U>. The Company may terminate the Employment Term and
Executive&#146;s employment hereunder, on written notice to Executive after having
reasonably established Executive&#146;s Disability. For purposes of this Agreement,
Executive will be deemed to have a &#147;Disability&#148; if, as a result of the Executive&#146;s
incapacity due to physical or mental illness, the Executive shall have been absent from
the full-time performance of the Executive&#146;s duties with the Company for a period of
six (6)&nbsp;consecutive months, the Company shall have given the Executive a Notice of
Termination for Disability, and, within thirty (30)&nbsp;days after such Notice of
Termination is given, the Executive shall not have returned to the full-time
performance of the Executive&#146;s duties. Executive shall be entitled to the compensation
and benefits provided for under this Agreement for any period prior to Executive&#146;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&#146;s policies for
similarly-situated executives.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Death</U>. The Employment Term and Executive&#146;s employment hereunder shall
be terminated as of the date of Executive&#146;s death.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Cause</U>. The Company may terminate the Employment Term and Executive&#146;s
employment hereunder for &#147;Cause&#148; by providing a Notice of Termination (as defined in
Section&nbsp;7 below) that notifies Executive of his termination for Cause, effective as of
the date of such notice. &#147;Cause&#148; shall mean, for purposes of this Agreement: (a)&nbsp;the
deliberate and continued failure to substantially perform Executive&#146;s duties and
responsibilities under this Agreement; (b)&nbsp;the criminal felony conviction of, or a plea
of guilty or nolo contendere by, Executive; (c)&nbsp;the knowing, willful and material
violation of Company policy; (d)&nbsp;the act of fraud or dishonesty resulting or intended
to result in personal enrichment at the expense of the Company; (e)&nbsp;the gross
misconduct in performance of duties that results in material economic harm to the
Company; or (f)&nbsp;the material breach of this Agreement by Executive. Notwithstanding
the foregoing, in order to establish &#147;Cause&#148; for Executive&#146;s termination for purposes
of clauses (a), (c)&nbsp;and (f)&nbsp;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)&nbsp;days after
such demand. Reference in this paragraph to the Company shall also include direct and
indirect subsidiaries of the Company.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Without Cause</U>. The Company may terminate the Employment Term and
Executive&#146;s employment hereunder other than for Cause, Disability or death. The
Company shall deliver to Executive a Notice of Termination (as defined in Section&nbsp;7
below) prior to such termination other than for Cause, Disability or death, which
notice shall specify the termination date.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Good Reason</U>. 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)&nbsp;days prior to such
termination for Good Reason. The Company shall have the option of terminating
Executive&#146;s duties and responsibilities prior to the expiration of such thirty-day
notice period. For purposes of this Agreement, &#147;Good Reason&#148; means any of the
following: (a)&nbsp;a material diminution in Executive&#146;s duties, title or position; (b)&nbsp;a
reduction of ten percent (10%) or more by the Company in the Executive&#146;s Base Salary
except for across-the-board salary reductions similarly affecting all senior executive
officers of the Company; or (c)&nbsp;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)&nbsp;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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(f)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Without Good Reason</U>. Executive may voluntarily terminate the
Employment Term and Executive&#146;s employment hereunder without Good Reason by delivering
to the Company a Notice of Termination not less than ninety (90)&nbsp;days prior to such
termination and the Company shall have the option of terminating Executive&#146;s duties and
responsibilities prior to the expiration of such ninety-day notice period.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">7.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Notice of Termination</U>. 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 &#147;Notice of Termination&#148; 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&#146;s employment under the provision so indicated. For purposes of this Agreement, no
such purported termination of Executive&#146;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&nbsp;14(g)).</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">8.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Compensation Upon Termination</U>. Upon termination of Executive&#146;s employment during the
Employment Term, Executive shall be entitled to the following benefits:</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Termination by the Company for Cause or by Executive Without Good
Reason</U>. If Executive&#146;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 &#147;Accrued Compensation&#148;):</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any accrued and unpaid Base Salary;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any Annual Incentive Compensation earned but unpaid in respect
of any completed fiscal year preceding the termination date;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>reimbursement for any and all monies advanced or expenses
incurred in connection with Executive&#146;s employment for reasonable and necessary
expenses incurred by Executive on behalf of the Company for the period ending
on the termination date;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any accrued and unpaid vacation pay;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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&#146;s termination
date; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(vi)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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 &#147;Company Arrangements&#148;), in accordance with the
terms thereof.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Termination by the Company for Disability</U>. If Executive&#146;s employment is
terminated by the Company for Disability, Executive shall be entitled to the Accrued
Compensation.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Termination By Reason of Death</U>. If Executive&#146;s employment is terminated
by reason of Executive&#146;s death, Executive shall be entitled to the Accrued
Compensation.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Termination by the Company Other Than for Cause, Disability or Death, or by
Executive with Good Reason.</U> If Executive&#146;s employment with the Company shall be
terminated (x)&nbsp;by the Company other than for Cause, Disability or death, or (y)&nbsp;by
Executive with Good Reason, Executive shall be entitled, in lieu of any payments and
benefits under the Company&#146;s then existing severance policies, to the following
payments and benefits; provided that, in the case of clauses (ii), (iii)&nbsp;and (iv)
below, Executive shall have executed and not revoked a release of claims in
substantially the form set forth in <U>Exhibit&nbsp;A</U> hereto:</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Accrued Compensation;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>an amount equal to the product of (A)&nbsp;the Annual Incentive
Compensation that Executive would have been entitled to receive in respect of
the fiscal year in which Executive&#146;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&#146;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&#146;s
historical past practice), and (B)&nbsp;a fraction (x)&nbsp;the numerator of which is the
number of days in such fiscal year through termination date and (y)&nbsp;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;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in lieu of any further Base Salary or other compensation or
benefits not described in clauses (i), (ii), or (iv)&nbsp;for periods subsequent to
the termination date, an amount in cash equal to (A)&nbsp;two (2)&nbsp;times Executive&#146;s
Base Salary plus (B)&nbsp;two (2)&nbsp;times Executive&#146;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)&nbsp;sixty (60)&nbsp;days following such
termination, (ii)&nbsp;the second payment payable on the first anniversary of such
termination, and (iii)&nbsp;the third payment payable on the second anniversary of
termination; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company shall provide Executive and Executive&#146;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&#146;s employment termination, for two (2)&nbsp;years following
such termination on terms no less favorable to Executive and Executive&#146;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&nbsp;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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Expiration of Employment Term After Notice of Non-Renewal by the
Company</U>. If the Executive&#146;s employment terminates at the end of the Employment Term
because the Company has delivered a notice of non-renewal (as described in Section&nbsp;1):</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive shall be entitled to such payments and benefits as
are applicable to Executive under the Company&#146;s severance policies in place as
of the end of the Employment Term; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company shall provide Executive and Executive&#146;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&#146;s employment termination, for two (2)&nbsp;years following
such termination on terms no less favorable to Executive and Executive&#146;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&nbsp;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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(f)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>No Mitigation</U>. 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&nbsp;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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">9.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Section&nbsp;409A</U>. Notwithstanding anything contained herein to the contrary, to the
extent required in order to avoid accelerated taxation and/or tax penalties under Section&nbsp;409A
of the Code, (i)&nbsp;no amounts shall be paid to Executive under Section&nbsp;8 of this Agreement until
Executive would be considered to have incurred a separation from service from the Company
within the meaning of Section&nbsp;409A of the Code, and (ii)&nbsp;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&#146;s separation from service shall instead be
paid on the first business day after the date that is six months following Executive&#146;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&nbsp;409A, shall be construed as a separate identified payment for purposes of
Section&nbsp;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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">10.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Records and Confidential Data.</U></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive acknowledges that in connection with the performance of Executive&#146;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&#146;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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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&#146;s discharge of
Executive&#146;s duties hereunder, and shall safeguard the Company from unauthorized
disclosure; provided, however, that Confidential Information may be disclosed by
Executive (i)&nbsp;to the Company and its affiliates, or to any authorized agent or
representative of any of them, (ii)&nbsp;in connection with performing his duties hereunder,
(iii)&nbsp;subject to Section&nbsp;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)&nbsp;in the course
of any proceeding under Sections&nbsp;12 or 13 of this Agreement or (v)&nbsp;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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>As soon as possible following the termination of Executive&#146;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)&nbsp;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&nbsp;10(c).</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>For the purposes of this Agreement, &#147;Confidential Information&#148; shall mean all
confidential and proprietary information of the Company and its subsidiaries,
including, without limitation,</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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);</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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&#146;s obligations shall not extend to (i)&nbsp;information that is generally
available to the public, (ii)&nbsp;information obtained by Executive other than
pursuant to or in connection with this employment and (iii)&nbsp;information that is
required to be disclosed by law or legal process.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">11.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Covenant Not to Solicit, Not to Compete, Not to Disparage and to Cooperate in
Litigation</U>.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Covenant Not to Solicit</U>. 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)&nbsp;not to solicit or
participate in or assist in any way in the solicitation of any employees of the Company
(ii)&nbsp;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&#146;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)&nbsp;of this covenant, &#147;solicit&#148; or &#147;solicitation&#148;
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&#146;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&#146;s employees or the provision of references shall not
constitute a breach of such obligations. If Executive&#146;s employment with the Company
shall be terminated (x)&nbsp;by the Company other than for Cause, Disability or death, or
(y)&nbsp;by Executive with Good Reason this Covenant not to Solicit shall be extended for a
period of twenty-four (24)&nbsp;months after Executive&#146;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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>(b)</TD>
</TR>


</TABLE>

<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 12pt">



</TABLE>



<P align="left" style="margin-left:8%; font-size: 12pt"><U>Covenant Not to Compete</U>.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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&#146;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&#146;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; <U>provided</U>, however, that Executive may in any event (x)&nbsp;own up
to a 5% passive ownership interest in any public or private entity, and (y)&nbsp;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&#146;s employment with the Company shall be
terminated (x)&nbsp;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)&nbsp;months after Executive&#146;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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>For purposes of this Section&nbsp;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)&nbsp;months of the Employment Term, a product licensing or
acquisition agreement.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Cooperation in Any Investigations and Litigation</U>. 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&#146;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&#146;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&#146;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&#146;s obligation to comply with valid legal process.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Nondisparagement</U>. 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
&#147;Company Entities and Persons&#148;); 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&nbsp;13.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Blue Pencil</U>. It is the intent and desire of Executive and the Company
that the provisions of this Section&nbsp;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&nbsp;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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(f)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Survival</U>. Executive&#146;s obligations under this Section&nbsp;11 shall survive
the termination of the Employment Term.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">12.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Remedies for Breach of Obligations under Sections&nbsp;10 or 11 hereof</U>. Executive
acknowledges that the Company will suffer irreparable injury, not readily susceptible of
valuation in monetary damages, if Executive breaches Executive&#146;s obligations under Sections&nbsp;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&#146;s obligations under Sections&nbsp;10 or 11 hereof in any Federal
or state court sitting in the State of Minnesota, or, at the Company&#146;s election, in any other
state in which Executive maintains Executive&#146;s principal residence or Executive&#146;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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">13.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Resolution of Disputes</U>. Any claim or dispute arising out of or relating to this
Agreement, any other Company Arrangement, Executive&#146;s employment with the Company, or any
termination thereof (collectively, &#147;<U>Covered Claims</U>&#148;) shall (except to the extent
otherwise provided in Section&nbsp;12 with respect to certain requests for injunctive relief) be
resolved (x)&nbsp;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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">14.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Representations and Warranties</U>.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company represents and warrants that (i)&nbsp;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)&nbsp;to which it is a party or (y)&nbsp;by which it is
bound, and (iii)&nbsp;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&#146; rights generally.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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&#146;s ability
to execute this Agreement or to carry out Executive&#146;s duties and responsibilities
hereunder.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">15.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Miscellaneous</U>.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Successors and Assigns</U>.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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 &#147;the Company&#148; 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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Neither this Agreement nor any right or interest hereunder
shall be assignable or transferable by Executive, Executive&#146;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&#146;s legal personal representatives.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Indemnification</U>. The Company shall indemnify Executive as provided in
Company&#146;s by-laws and Articles of Incorporation.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Fees and Expenses</U>. 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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Right to Counsel</U>. Executive acknowledges that Executive has had the
opportunity to consult with legal counsel of Executive&#146;s choice in connection with the
drafting, negotiation and execution of this Agreement and related employment
arrangements.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Notice</U>. 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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(f)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Withholding</U>. 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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(g)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Modification</U>. 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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(h)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Effect of Other Law</U>. 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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Governing Law</U>. 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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(j)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Inconsistencies</U>. 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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(k)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Beneficiaries/References</U>. In the event of Executive&#146;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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(l)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Survivorship</U>. 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&#146;s employment.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(m)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Severability</U>. 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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(n)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Entire Agreement</U>. 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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(o)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Counterparts</U>. 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.</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:4%; font-size: 12pt">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.



<P align="left" style="margin-left:15%; font-size: 12pt; text-indent: 4%">CHS INC.



<P align="left" style="margin-left:15%; font-size: 12pt; text-indent: 4%">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/ John D. Johnson&#151;

<DIV align="center">
<TABLE style="font-size: pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Name:</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">John D. Johnson</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Title: President and Chief Executive Officer</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<!-- End Table Body -->
</TABLE>
</CENTER>



<P align="left" style="margin-left:15%; font-size: 12pt; text-indent: 4%">JAY DEBERTIN


<P align="left" style="font-size: 12pt; text-indent: 19%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>/s/ Jay Debertin&#151;


<P align="center" style="font-size: 10pt; display: none; text-indent: 19%">2
<!-- PAGEBREAK -->

<P align="center" style="font-size: 12pt"><B>EXHIBIT A</B>



<P align="center" style="font-size: 12pt"><B>FORM OF RELEASE AGREEMENT</B>



<P align="left" style="font-size: 12pt">THIS RELEASE AGREEMENT (the &#147;Release&#148;) is made as of this <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> day of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, by and
between Jay Debertin (&#147;Executive&#148;) and CHS Inc. (the &#147;Company&#148;).


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>FOR AND IN CONSIDERATION of the payments and benefits provided in the Employment Agreement
between Executive and the Company dated as of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 2010, (the &#147;Employment Agreement&#148;),
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 &#147;<U>Releasees</U>&#148;) 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&#146;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)&nbsp;relating in
any way to Executive&#146;s employment relationship with the Company or any of the Releasees, or
the termination of Executive&#146;s employment relationship with the Company or any of the
Releasees; (ii)&nbsp;arising under or relating to the Employment Agreement; (iii)&nbsp;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)&nbsp;relating to wrongful employment termination or breach of
contract; or (v)&nbsp;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; <U>provided</U>, <U>however</U>, that notwithstanding the foregoing, nothing
contained in the Release shall in any way diminish or impair: (i)&nbsp;the Executive&#146;s ability to
enforce the provisions of Section&nbsp;9(d)(v) of the Employment Agreement, (ii)&nbsp;any direct or
indirect holdings of equity in CHS Inc.; (iii)&nbsp;any claims for accrued and vested benefits
under any of the Company&#146;s employee retirement and welfare benefit plans; and (iv)&nbsp;any rights
or claims Executive may have that cannot be waived under applicable law; (collectively, the
&#147;<U>Excluded Claims</U>&#148;). 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&#146;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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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&#146;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&#146;
fees.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive acknowledges and agrees that Executive has been advised to consult with an attorney
of Executive&#146;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&#146;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)&nbsp;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)&nbsp;additional days from the date
of execution to revoke Executive&#146;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&#146;s consent to the Release prior to
such date.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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&#146;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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">6.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">7.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">8.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Release shall inure to the benefit of and be binding upon the Company and its successors
and assigns.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt">IN WITNESS WHEREOF, Executive and the Company have executed the Release as of the date and year
first written above.



<P align="left" style="margin-left:15%; font-size: 12pt; text-indent: 4%">CHS INC.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="75%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px">By:</DIV></TD>
    <TD>&nbsp;</TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px">Name:</DIV></TD>
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<P align="left" style="margin-left:15%; font-size: 12pt; text-indent: 4%">JAY DEBERTIN


<P align="left" style="font-size: 12pt; text-indent: 19%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>



<P align="center" style="font-size: 10pt; display: none">3




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