SERVICING AGREEMENT among COFINA FUNDING, LLC, as Issuer, COFINA FINANCIAL, LLC, as Servicer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated as of August 10, 2005

EXECUTION COPY

SERVICING AGREEMENT

among

COFINA FUNDING, LLC,
as Issuer,

COFINA FINANCIAL, LLC,
as Servicer,

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

Dated as of August 10, 2005

TABLE OF CONTENTS
(continued)

		Page
ARTICLE I DEFINITIONS			1
Section 1.01 Definitions			1
Section 1.02 Other Definitional Provisions			1
ARTICLE II ADMINISTRATION AND SERVICING OF RECEIVABLES AND RELATED SECURITY			2
Section 2.01 Appointment of Servicer			2
Section 2.02 Duties of Servicer			3
Section 2.03 Rights After Designation of New Servicer			5
Section 2.04 Servicer Default			6
Section 2.05 Servicer Indemnification of Indemnified Parties			7
Section 2.06 Grant of License			8
Section 2.07 Servicing Compensation			8
Section 2.08 Representations and Warranties of the Servicer			9
Section 2.09 Reports and Records for the Trustee			11
Section 2.10 Reports to the Securities and Exchange Commission			12
Section 2.11 Affirmative Covenants of the Servicer			12
Section 2.12 Negative Covenants of the Servicer			15
Section 2.13 Successor Servicer			17
ARTICLE III RIGHTS OF NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS			18
Section 3.01 Establishment of Accounts			18
Section 3.02 Collections and Allocations			18
ARTICLE IV [RESERVED.]			19
ARTICLE V OTHER MATTERS RELATING TO THE SERVICER			19
Section 5.01 Liability of the Servicer			19
Section 5.02 Limitation on Liability of the Servicer and Others			19
Section 5.03 Servicer Not to Resign			19
Section 5.04 Waiver of Defaults			20
ARTICLE VI ADDITIONAL OBLIGATION OF THE SERVICER WITH RESPECT TO THE TRUSTEE			20
Section 6.01 Successor Indenture Trustee			20
Section 6.02 Tax Returns			20

TABLE OF CONTENTS
(continued)

		Page
Section 6.03 Final Payment with Respect to Any Series			20
ARTICLE VII MISCELLANEOUS PROVISIONS			20
Section 7.01 Amendment			20
Section 7.02 Governing Law			22
Section 7.03 Notices			22
Section 7.04 Severability of Provisions			22
Section 7.05 Delegation			22
Section 7.06 Waiver of Trial by Jury			22
Section 7.07 Further Assurances			22
Section 7.08 No Waiver; Cumulative Remedies			23
Section 7.09 Counterparts			23
Section 7.10 Successors and Assigns			23
Section 7.11 Actions by Noteholders			23
Section 7.12 Rule 144A Information			23
Section 7.13 Merger and Integration			23
Section 7.14 Headings			23
Section 7.15 Rights of the Trustee			23
Section 7.16 No Bankruptcy Petition/Claims			24
Section 7.17 No Recourse
EXHIBITS
Exhibit A            Form of Daily Servicer Report			A-1
Exhibit B            Form of Monthly Servicer Report			B-1
Exhibit C            Form of Annual Servicer’s Certificate			C-1
Exhibit D            Form of Credit Manual			D-1
Exhibit E            Form of Accounting Control Procedures and Processing Report			E-1
SCHEDULES

          SERVICING AGREEMENT, dated as of August 10, 2005 (the “Agreement”) by and among COFINA FUNDING, LLC, a Delaware limited liability company, as issuer (the “Issuer”), COFINA FINANCIAL, LLC, a Minnesota limited liability company, as initial Servicer (the “Servicer”) and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture (defined below) (in such capacity, together with its successors and assigns in such capacity, the “Trustee”).

          WHEREAS, the Issuer desires to purchase from time to time Receivables and Related Security relating to such Receivables pursuant to the terms of and subject to the conditions set forth in the Purchase and Sale Agreement, dated as of August 10, 2005 (as amended, supplemented or otherwise modified from time to time the “Purchase Agreement”) between Cofina Financial, LLC and the Issuer;

          WHEREAS, the Issuer is entering into a Base Indenture, dated as of the date hereof (together with one or more supplements thereto and as amended, supplemented or otherwise modified from time to time, the “Indenture”), between the Issuer and the Trustee, and each of the other related Transaction Documents, pursuant to which the Issuer plans to issue one or more series of Notes, from time to time, in order to finance its acquisition of the Receivables; and

          WHEREAS, the Servicer is willing to service all Receivables and Related Security acquired by the Issuer from time to time, pursuant to the terms and subject to the conditions set forth in this Agreement.

          NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          Section 1.01 Definitions. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture and, as applicable, the Series Supplement for each Series.

          Section 1.02 Other Definitional Provisions.

          (a) All terms used in any certificate or other document made or delivered pursuant to this Agreement shall have the meanings given to such terms in this Agreement unless otherwise defined therein.

          (b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined herein or in the Indenture shall have the meanings given to them under GAAP, subject to the Indenture. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under GAAP, the definitions contained herein shall control.

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

ARTICLE II

ADMINISTRATION AND SERVICING
OF RECEIVABLES AND RELATED SECURITY

          Section 2.01 Appointment of Servicer.

          (a) The servicing, administering and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 2.01. Until the Trustee (in accordance with the instructions of the Required Noteholders) gives notice to Cofina Financial, LLC of the designation of a new Servicer pursuant to this Section 2.01, Cofina Financial, LLC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Required Persons for each Series, which consent shall not be unreasonably withheld; provided, however, that Cofina Financial, LLC shall be permitted to delegate its duties hereunder to any of its Affiliates, but such delegation shall not relieve Cofina Financial, LLC of its duties and obligations hereunder.

          (b) The Trustee shall promptly, upon the direction of the Required Noteholders, after the occurrence of a Servicer Default or any Early Amortization Event, appoint as successor Servicer such Person specified by the Required Noteholders to succeed the then-current Servicer on the condition, in each case, that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Until such time as the Person so appointed becomes obligated to begin acting as Servicer hereunder, the then-current Servicer will continue to perform all servicing functions under this Agreement and the other Transaction Documents. If the Trustee (at the direction of the Required Noteholders) is not able to appoint a new Servicer to succeed the then-current Servicer within 90 days following receipt of such direction, the Trustee shall at the Issuer’s expense petition a court of competent jurisdiction to appoint as the Servicer hereunder any established financial institution having, in the case of any entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables which are the subject of this Agreement and the other Transaction Documents. Following any designation of a successor Servicer pursuant to this Section 2.01, the Trustee will provide notice thereof to the Issuer, the Sellers, the Enhancement Providers, the Notice Persons and the Noteholders.

          (c) The Trustee shall not be responsible for any differential between the Servicing Fee and any compensation to be paid to a successor Servicer hereunder.

          Section 2.02 Duties of Servicer.

          (a) (i) The Servicer shall take or cause to be taken all such action as may be reasonably necessary or advisable to collect each Receivable from time to time, all in accordance with applicable Laws, with reasonable care and diligence, and with no less skill and care than it exercises with respect to receivables that it services for itself and others. The Issuer hereby appoints as its agent the Servicer, from time to time designated pursuant to Section 2.01 hereof, to enforce its rights and interests in and under the Loan Documents, the Receivables and the Related Security with respect thereto. To the extent permitted by applicable law, the Issuer hereby grants to any Servicer appointed hereunder all rights and powers of the Issuer under the Loan Documents and with respect to the Receivables and the Related Security, and hereby grants an irrevocable power of attorney to take in the Issuer’s name and on behalf of the Issuer any and all steps necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables and the Related Security with respect thereto, including, without limitation, commence enforcement proceedings, exercise other powers under any Loan Document, execute and deliver instruments of satisfaction or cancellation or full or partial discharge with respect to Receivables and the Related Security with respect thereto, endorse the Issuer’s name on checks and other instruments representing Collections and enforce such Receivables, the Related Security with respect thereto and the related Loan Documents. The Servicer shall, as soon as practicable following identification thereof (and in any event within two (2) Business Days of receipt), turn over to the applicable Seller any collections of any indebtedness of any Person which is not on account of a Receivable. The Servicer shall not make the Trustee, any Noteholder or any of their respective agents a party to any litigation with respect to the servicing or collection of the Receivables without the prior written consent of such Person. Without limiting the generality of the foregoing and subject to Section 2.04, the Servicer is hereby authorized and empowered unless such power and authority is revoked by the Trustee at the direction of the Required Noteholders on account of a Servicer Default (A) to make deposits to (but not withdrawals from) the Collection Account as set forth in this Agreement, the Indenture and any Series Supplement, (B) to instruct the Trustee to make deposits or distributions and payments from the Collection Account, any Settlement Account and any Series Account, in accordance with the Indenture or any applicable Series Supplement, (C) to instruct or notify the Trustee in writing, as set forth in this Agreement, the Indenture and any Series Supplement, (D) to make all calculations, allocations and determinations required of the Servicer under the Indenture, any Series Supplement and as required hereof, (E) solely to the extent permitted under the Transaction Documents, to execute and deliver, on behalf of the Issuer for the benefit of the Secured Parties, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables, the Related Security and the Loan Documents and, after any delinquency in payment or other default relating to any Receivable, solely to the extent permitted under the Transaction Documents and to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect thereto and (F) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any state securities authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities laws or reporting requirements.

     (ii) In connection with the issuance by the Issuer of the Notes and the granting by the Issuer of a security interest in the Receivables and Related Security under the Indenture for the benefit of the Secured Parties, the Issuer and the Trustee are entering into the Custodian Agreement with the Custodian. As promptly as is practical but in any event not later than five Business Days following the Initial Closing Date (with respect to the Receivables purchased by the Issuer on that date) or two Business Days following the date of each other purchase of Receivables under the Purchase Agreement, the Servicer shall deliver to the Custodian (for the benefit of the Secured Parties) the Custodian File related to such Receivables.

          (b) If the Servicer is not the Issuer or an Affiliate of CFA, the Servicer, by giving thirty (30) Business Days’ prior written notice to the Trustee, the Notice Persons and each Rating Agency, may, with the prior written consent of the Required Persons for each Series, increase the Servicing Fee; provided that such revised Servicing Fee shall be established on an arm’s-length basis.

          (c) (i) (A) On or before ninety (90) days after the end of each fiscal year of the Servicer, and (B) within ten (10) Business Days after any Required Person or any Notice Person shall have requested, such request to be made not more than once per fiscal year prior to the occurrence of an Event of Default, Default, Servicer Default, Potential Servicer Default, Early Amortization Event or Potential Early Amortization Event (but only if such events have not been waived), the Servicer shall cause, at the expense of the Servicer, a firm of nationally recognized independent public accountants (who may also render other services to the Servicer, the Issuer or any Affiliates of the foregoing) acceptable to the Required Persons for each Series to furnish to the Issuer, the Trustee, the Notice Persons and the Enhancement Providers, (1) a report, in a format similar to Exhibit E attached hereto, to the effect that they have (a) reviewed the Servicer’s internal accounting control procedures and processing functions relating to the Servicer’s credit policies and origination, collections, aging and charge-off functions, (b) performed testing of a statistically significant sample of Receivables and one Monthly Servicer Report (such Monthly Servicer Report to be in a format similar to Exhibit B attached hereto) for each fiscal quarter, and describing the results of such review and testing, and (c) during such review and testing, not discovered any material deviations (other than those described in the report) from the Credit Manual, and (2) a report in a format similar to Exhibit E attached hereto to the effect that they have applied certain procedures set forth in such Exhibit agreed upon with the Servicer and examined certain documents and records relating to the servicing of Receivables under this Agreement, and that, based upon such agreed upon procedures, nothing has come to the attention of such accountants that caused them to believe such servicing (including, without limitation, the allocation of Collections) has not been conducted in compliance with the terms and conditions set forth in the Indenture and each Series Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. In addition, each report shall set forth the agreed upon procedures performed.

     (ii) The Servicer will deliver to the Trustee and the Notice Persons, within 30 days after the end of each fiscal year of the Servicer, a certificate of a Responsible Officer of the Servicer in the form of Exhibit C hereto stating that (a) a review of the activities of the Servicer during the preceding calendar year (or portion thereof, as applicable) and of its performance under this Agreement was made under the supervision

of the officer signing such certificate and (b) to the best of such officer’s knowledge, based on such review, the Servicer has fully performed in all material respects all of its obligations under this Agreement and each other applicable Transaction Document to which it is a party throughout such period, or, if there has been a default in the performance of any such obligation, specifying such default known to such officer and the nature and status thereof.

     (iii) The Servicer will maintain a system of accounting established and administered in accordance with GAAP, and furnish to the Trustee and the Notice Persons within ninety (90) days after the close of each of the Servicer’s fiscal years, audited financial statements of the Servicer, prepared in accordance with GAAP on a consolidated and consolidating basis (consolidating statements need not be audited by such accountants) for the Servicer and its Subsidiaries, including balance sheets as of the end of such period, related statements of operations, equity or capital and cash flows, accompanied by an unqualified audit report certified by a firm of nationally recognized independent certified public accountants, prepared in accordance with GAAP and any management letter prepared by said accountants.

     (iv) The Servicer will deliver to the Trustee and the Notice Persons, as soon as available, and in any event not later than the 15th day of the month following each monthly accounting period, a copy of the internally prepared unaudited monthly consolidated financial statements certified by the Servicer in the form set forth as Exhibit E to the Purchase Agreement.

          Section 2.03 Rights After Designation of New Servicer. At any time following the designation of a new Servicer pursuant to Section 2.01 hereof:

     (i) The new Servicer may direct that payment of all amounts payable under any Receivable by an Obligor be made directly to a new lockbox account established by the new Servicer subject to a Lockbox Agreement.

     (ii) The Issuer shall, at any Required Person’s request and at the Issuer’s expense, give notice (to the extent such notice has not otherwise already been provided) of the Trustee’s interest in the Receivables to each Obligor.

     (iii) The Issuer shall, at any Required Person’s request, (A) assemble all of the records relating to the Receivables and other Related Security, and shall make the same available to the Trustee, the successor Servicer and each Notice Person or their respective designees at a place selected by the Trustee, the successor Servicer or such designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Receivables in a manner acceptable to such Required Person and each Notice Person and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Trustee, the successor Servicer or its designee.

     (iv) The Issuer hereby authorizes the Trustee to take any and all steps in the Issuer’s name and on behalf of the Issuer necessary or desirable, in the reasonable

determination of the Trustee, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Issuer’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Loan Documents.

          Section 2.04 Servicer Default. The occurrence of any one or more of the following events shall constitute a Servicer default (each, a “Servicer Default”):

          (a) failure by the Servicer to make any payment, transfer or deposit under this Agreement or any other Transaction Document or to give instructions or to give notice to the Trustee to make such payment, transfer or deposit or any withdrawal or to give notice to the Trustee as to any required drawing or payment under any applicable Credit Enhancement on the date such payment, transfer or deposit or such instruction or notice is required to be made or given as the case may be, under the terms of this Agreement or any other Transaction Document and such failure continues unremedied for two (2) Business Days;

          (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Transaction Document, which failure continues unremedied for a period of ten (10) Business Days, in each case after the earliest of (i) the date of discovery by the Servicer of such failure, (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, the Issuer, any Noteholder or any Notice Person or (iii) the date on which the Servicer, in the exercise of reasonable diligence, should have become aware of such failure, provided, that if the failure is capable of being cured and the Servicer is using commercially reasonable efforts to cure such failure, a Servicer Default shall not be deemed to have occurred until such failure continues unremedied for a period of thirty (30) days; or the Servicer shall assign its duties under this Agreement, except as permitted by Article II;

          (c) any representation, warranty or certification made by the Servicer in this Agreement or any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document shall prove to have been incorrect in any material respect when made or deemed to have been made, and such circumstance continues unremedied for a period of ten (10) Business Days (or thirty (30) days if such circumstance is capable of being cured and the Servicer is using commercially reasonable efforts to cure such failure);

          (d) the Servicer or any of its Affiliates shall become the subject of any Event of Bankruptcy or shall voluntarily suspend payment of its obligations;

          (e) for so long as any Affiliate of Cofina Financial, LLC is the Servicer, Cofina Financial, LLC shall fail to maintain either (i) “Total Capital” (as defined under GAAP and including the carrying value of CFA’s equity ownership in the Issuer) of $65 million plus for each fiscal year ending after the date hereof, the aggregate Net Savings not otherwise distributed to shareholders (via cash patronage distributions or stock or patronage capital retirement) (such amounts to be added only after audited financial statements are available and the patronage distribution is established) or (ii) a positive net income for any two consecutive quarters, determined in accordance with GAAP;

          (f) a final judgment is rendered against the Servicer or any of its Subsidiaries in an amount greater than $1,000,000 and, within thirty (30) days after entry thereof, such judgment is not paid, discharged or execution thereof stayed pending appeal, or within ten (10) days after the expiration of any such stay, such judgment is not discharged;

          (g) the Servicer or any of its Affiliates shall fail to pay any principal of or premium or interest when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) on any Indebtedness for which the Servicer or such Affiliate is liable (whether as a primary or secondary party) or otherwise shall default in its obligations thereunder or a default or event of default shall occur thereunder if the aggregate principal amount of such Indebtedness is $1,000,000 or more, and such failure, default or event of default shall not be permanently waived and shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness and the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness;

          (h) the Trustee shall receive notice from the Servicer that the Servicer is no longer able to discharge its duties under the Transaction Documents;

          (i) the Servicer shall, without the prior written approval of the Required Persons, make any material change in the Credit Manual; or

          (j) an Event of Default shall occur.

     Upon the occurrence of any of the above events (other than in clause (d) above), the Required Noteholders may declare a Servicer Default and a new Servicer may be appointed in accordance with Section 2.01 and the Servicer shall have the obligations and the Trustee the rights under Sections 2.06 and 2.13. If an event described in clause (d) above shall occur, a Servicer Default shall occur automatically without any declaration or other act by any Person and a new Servicer may be appointed in accordance with Section 2.01 and the Servicer shall have the obligations and the Trustee the rights under Sections 2.06 and 2.13.

          Section 2.05 Servicer Indemnification of Indemnified Parties. The Servicer shall indemnify and hold harmless the Trustee, the Custodian, the Enhancement Providers, the Noteholders (together with their respective successors and permitted assigns) and each of their respective agents, officers, directors, members and employees (collectively, the “Indemnified Parties”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any breach by the Servicer of any of its representations, warranties or covenants contained in any Transaction Document to which it is a party or any failure by the Servicer to perform or the performance by the Servicer of any duty or obligation of the Servicer contained in this Agreement or any other Transaction Document, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Indemnified Parties if such acts or omissions were attributable directly or indirectly to gross negligence or willful misconduct by such Indemnified Party or to the extent any such indemnity constitutes recourse with respect to uncollectible Receivables. Any indemnification pursuant to this Section shall be had only from the assets of the Servicer and

shall not be payable from Collections, except to the extent such Collections are released to the Servicer in accordance with the Indenture and each Series Supplement in respect of the Servicing Fee. The provisions of such indemnity shall run directly to and be enforceable by such Indemnified Parties.

          Section 2.06 Grant of License. For the purpose of enabling any successor Servicer to perform the functions of servicing and collecting the Receivables upon a Servicer Default, the Servicer hereby (i) assigns, to the extent permitted, to the Trustee for the benefit of the Secured Parties and shall be deemed to assign to the Trustee for the benefit of the Secured Parties or any successor Servicer all rights owned or hereinafter acquired by the Servicer (by license, sublicense, lease, easement or otherwise) in and to any equipment of the Servicer together with a copy of any software used in connection with the performance of its duties as Servicer and relating to the Servicing and collecting of Receivables, (ii) agrees to use all reasonable efforts to assist the Trustee for the benefit of the Secured Parties or any successor Servicer to arrange licensing agreements with all software vendors and other applicable persons in a manner and to the extent reasonably appropriate to effectuate the servicing of the Receivables, (iii) agrees to use reasonable efforts to deliver to the Trustee executed copies of any landlord waivers in a form reasonably acceptable to the Trustee that may be necessary to grant to the Trustee or any successor Servicer access to any leased premises of the Servicer for which the Trustee or any successor Servicer may require access to perform the collection and administrative functions to be performed by the Trustee under the Transaction Documents and (iv) agrees that upon its termination as a Servicer hereunder in accordance with Section 2.01 it will discontinue its activities as Servicer hereunder in a manner which the applicable successor Servicer or any Required Person reasonably believes will facilitate the transition of the performance of such activities to the designated successor Servicer and shall assist the Trustee in such transition, as described in Section 2.13.

          Section 2.07 Servicing Compensation. As compensation for its servicing activities hereunder and reimbursement for its expenses under this Agreement, the Servicer shall be entitled to receive the Servicing Fee prior to its termination as Servicer hereunder and prior to the Indenture Termination Date as described in Section 12.1 of the Indenture. The Servicing Fee shall be payable at the times and in the amounts set forth in the Indenture.

          The Servicer’s expenses include (i) the fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder and (ii) in the event that the Servicer hereunder is replaced by a successor Servicer, all costs and expenses of the transfer of servicing to such successor Servicer, including all costs and expenses incurred by the Trustee, the Custodian and such successor Servicer in connection therewith; provided, that the Servicer in its capacity as such shall not be liable for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income or gross receipts (or any interest or penalties with respect thereto or arising from a failure to comply therewith) except to the extent that such liabilities, taxes or expenses arose as a result of the breach by the Servicer of its obligations hereunder. The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

          Section 2.08 Representations and Warranties of the Servicer. The Servicer hereby represents, warrants and covenants to and for the benefit of the Issuer, the Trustee and the Secured Parties as of the date of this Agreement and as of each Transfer Date:

          (a) Organization and Good Standing. The Servicer is duly organized, validly existing and in good standing under the laws of the State of Minnesota, and has the full organizational power and authority to own its property and conduct its business as such properties are presently owned and as such business is presently conducted and to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party.

          (b) Due Qualification. The Servicer is duly qualified to do business and is in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the servicing of the Receivables, the Related Security and the Loan Documents in accordance with the Transaction Documents requires such qualification, except where the failure to so qualify or to obtain such licenses or approvals would not have a Material Adverse Effect.

          (c) Due Authorization. The execution, delivery, and performance of this Agreement and each of the other Transaction Documents to which it is a party and the consummation of the transactions contemplated by the Transaction Documents have been duly authorized by the Servicer by all necessary organizational action on the part of the Servicer.

          (d) Due Execution and Delivery; Binding Obligation. Each of the Transaction Documents to which it is a party has been duly executed and delivered on behalf of the Servicer and constitutes the valid, legal and binding obligation of the Servicer, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights.

          (e) No Violation. The execution and delivery of this Agreement by the Servicer and the performance by the Servicer of its obligations under this Agreement and each of the other Transaction Documents to which it is a party will not conflict with its organizational documents or conflict with, violate, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any other Requirement of Law applicable to the Servicer or any contractual restriction contained in any indenture, loan, credit agreement, lease, security agreement, bond, note, contract, agreement, mortgage, deed of trust, judgment, decree, order or other instrument to which the Servicer is a party or by which it is bound.

          (f) No Proceedings. No litigation or administrative proceeding is pending or, to the best knowledge of the Servicer, threatened against the Servicer before any Official Body: (i) asserting the invalidity of any of the Transaction Documents to which the Servicer is a party; (ii) seeking to prevent the consummation of any of the transactions contemplated by the Transaction Documents; (iii) seeking any determination or ruling that, in the reasonable judgment of the Servicer, would adversely affect the performance by the Servicer of its obligations under the Transaction Documents to which the Servicer is a party; (iv) seeking any determination or ruling that would adversely affect the validity or enforceability of the Transaction Documents to which the Servicer is a party; or (v) seeking any determination or

ruling that would, if adversely determined, be reasonably likely to have a Material Adverse Effect.

          (g) Information. Each certificate, information, exhibit, financial statement, document, book or record or report furnished by the Servicer to the Trustee, the Issuer, any Notice Person or any Noteholder shall be true and correct in all material respects as of the date as of which such information is dated or certified, and no such document shall contain any untrue statement of a material fact or omitted or will omit to state any material fact necessary to make such information, in the light of the circumstances under which any statement therein was made, not misleading on the date as of which such information is dated or certified.

          (h) Governmental and Other Consents. All approvals, authorizations, consents, orders or other actions of, and all registration, qualification, designation, declaration, notice to or filing with, any Person or of any governmental body or official required in connection with the execution and delivery by the Servicer of any of the Transaction Documents to which it is a party, the consummation of the transactions contemplated thereby or the performance of and the compliance with the terms thereof, have been obtained, except for such approvals, consents, orders, other actions, notices or filings the failure to obtain or make are not reasonably likely to have a Material Adverse Effect.

          (i) Financial Condition. The Servicer has heretofore furnished to the Issuer, the Trustee, each Notice Person and each Enhancement Provider the opening balance sheets of the Servicer and its consolidated subsidiaries as at June 30, 2005 and shall furnish to the Issuer, the Trustee, each Notice Person and each Enhancement Provider the consolidated and consolidating balance sheets of the Servicer and its consolidated subsidiaries within 95 days of the end of each fiscal year of the Servicer (beginning August 31, 2005), the related consolidated statements of income, and the related consolidated statements of capital and cash flows of the Servicer and its consolidated subsidiaries for the fiscal year ended on said date (or projections, in the case of June 30, 2005), in each case, with the opinion thereon (in the case of said consolidated balance sheet and statements) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP or other nationally recognized independent certified public accountants. All such financial statements are complete and correct in all material respects and fairly present the consolidated financial condition (or opening position, as applicable) of the Servicer and its consolidated subsidiaries, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Servicer and of each of its consolidated subsidiaries, as at said date and the consolidated and unconsolidated results of their operations for the fiscal year, all in accordance with generally accepted accounting principles applied on a consistent basis. None of the Servicer nor any of its consolidated subsidiaries has on the date hereof any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said date. Since June 30, 2005 (i) there has been no material adverse change in the consolidated financial condition, operations or business of the Servicer and its consolidated subsidiaries, taken as a whole, from that set forth in said financial statements as at said date and (ii) no Servicer Default nor event which, with the giving of notice or the passage of time, would constitute a Servicer Default, has occurred.

          (j) Taxes. The Servicer has filed (or there have been filed on its behalf as a member of a consolidated group) on a timely basis all tax returns and reports required by law to have been filed by it and has paid all taxes, assessments and governmental charges thereby shown to be owing by it, except for any such taxes, assessments or charges (i) that are being diligently contested in good faith by appropriate proceedings, for which adequate reserves in accordance with GAAP have been set aside on its books and that have not given rise to any Liens or (ii) the amount of which, either singly or in the aggregate, do not and could not reasonably be expected to have a Material Adverse Effect.

          Section 2.09 Reports and Records for the Trustee. In addition to each of the reports required to be prepared and delivered by the Servicer pursuant to Section 2.02(c) hereof, the Servicer shall prepare and deliver in accordance with this Section 2.09 each of the following reports and notices:

          (a) Daily Servicer Report. The Servicer shall prepare and forward by email to the Issuer, the Trustee and each Notice Person (i) not later than 2:00 p.m. New York City time on each Business Day, a Daily Servicer Report in substantially the form set forth on Exhibit A attached hereto, and (ii) as soon as reasonably practicable, from time to time, such other information as the Trustee, any Notice Person or the Enhancement Provider may reasonably request.

          (b) Monthly Servicer Report. The Servicer shall prepare and forward by email to the Issuer, the Trustee, each Noteholder, each Notice Person and the Enhancement Provider not later than the Determination Date with respect to each calendar month, a Monthly Servicer Report in substantially the form set forth on Exhibit B attached hereto containing information as of the last Business Day of the immediately preceding calendar month.

          (c) Monthly Noteholders’ Statement. Unless otherwise stated in the related Series Supplement with respect to any Series, on each Determination Date the Servicer shall forward to the Trustee and each Notice Person a Monthly Noteholders’ Statement in the form specified in the applicable Series Supplement.

          (d) Issuer Reports. The Servicer shall prepare and deliver the reports and comply with all the provisions of Section 4.3 of the Indenture.

          (e) Series Reports. The Servicer shall prepare and deliver any reports required to be prepared and delivered by the Servicer by the terms of the Transaction Documents.

          (f) Certificate of Responsible Officer. The Servicer shall deliver with each Monthly Servicer Report to each recipient thereof a certificate of a Responsible Officer of the Servicer certifying (1) the accuracy of such report and that no Default, Event of Default, Servicer Default, Potential Servicer Default, Early Amortization Event or Potential Early Amortization Event has occurred, or if such event has occurred and is continuing, specifying the event and its status, (2) that a review of the activities of the Servicer during the preceding Settlement Period and of its performance under the Transaction Documents was made under the supervision of such Responsible Officer, (3) to the best of such Responsible Officer’s knowledge, based on such

review, the Servicer has fully performed all of its obligations under the Transaction Documents throughout such Settlement Period, or, if there has been a default in the performance of any such obligation, specifying each such default known to such officer and the nature and status thereof and (4) that no Borrowing Base Deficiency exists. Any transmission or other delivery of such report to the Trustee or any other Person designated as a recipient shall be deemed to be a representation and warranty by the Servicer that the information contained therein is true and correct in all material respects.

          Section 2.10 [Reserved].

          Section 2.11 Affirmative Covenants of the Servicer. At all times from the date hereof to the Indenture Termination Date, unless the Required Persons for each Series shall otherwise consent in writing:

          (a) Credit Manual. The initial Servicer will comply in all material respects with the Credit Manual in regard to each Receivable and the related Loan Documents.

          (b) Collections Received; Segregation. Subject to Section 3.02(a) hereof and Section 5.4(a) of the Indenture, the Servicer shall set aside and deposit within one (1) Business Day following identification (but in no event later than two (2) Business Days following its receipt thereof) into the Collection Account all Collections received from time to time by the Servicer. The Servicer shall prevent the deposit into any Collection Account of any funds other than Collections in respect of the Receivables and, to the extent that any such funds are nevertheless deposited into any such Collection Account, promptly require the Trustee to segregate such funds and provide for the remittance of such funds to the owner thereof.

          (c) Notice of Defaults, Events of Default, Potential Early Amortization Event, Early Amortization Event, or Servicer Defaults. Immediately, and in any event within one (1) Business Day after (i) the Servicer obtains knowledge or receives notice of the occurrence of each Default, Event of Default, Potential Early Amortization Event, Early Amortization Event, Potential Servicer Default or Servicer Default, or (ii) a Responsible Officer of the Servicer becomes aware of any event, development or information which is reasonably likely to materially and adversely affect the ability of the Servicer to perform its obligations under the Transaction Documents, the Servicer will furnish to the Notice Persons a statement of a Responsible Officer of the Servicer, setting forth details of such Default, Event of Default, Potential Early Amortization Event, Early Amortization Event or Servicer Default, or other development as described in (ii) and the action which the Servicer, the Issuer or the applicable Seller proposes to take with respect thereto.

          (d) Conduct of Business. The Servicer will do all things necessary to remain duly formed, validly existing and in good standing as a domestic limited liability company in its jurisdiction of formation and maintain all requisite authorizations to conduct its business in each jurisdiction in which its business is conducted to the extent that the failure to maintain such would be reasonably likely to have a Material Adverse Effect.

          (e) Compliance with Loan Documents and Requirements of Law. The Servicer shall duly satisfy all obligations on its part to be fulfilled under or in connection with

the Receivables, the Related Security and the related Loan Documents, will maintain in effect all qualifications required on its part under Requirements of Law in order to perform its obligations hereunder or under any of the Transaction Documents to which it is a party or to ensure the enforceability of any Receivable, the Related Security or Collections or proceeds with respect thereto and will comply with all Requirements of Law.

          (f) Further Information. The Servicer shall furnish or cause to be furnished to the Trustee and any requesting Notice Person such other information relating to the Receivables and readily available public information regarding the financial condition of the Servicer, as soon as reasonably practicable, and in such form and detail, as the Trustee or any Notice Person may reasonably request.

          (g) Furnishing of Information and Inspection of Records. The Servicer will furnish to the Trustee and any requesting Notice Person from time to time such information with respect to the Receivables as such Person may reasonably request. The Servicer will, at any time and from time to time during regular business hours and, upon reasonable notice, permit the Trustee and each of the Notice Persons, or their respective agents or representatives, (i) to examine and make copies of and abstracts from all Records relating to the Receivables and (ii) to visit the offices and properties of the Servicer for the purpose of examining such Records, and to discuss matters relating to Receivables or the Servicer’s performance hereunder and under the other Transaction Documents to which it is a party with any of the officers or branch managers of the Servicer having knowledge of such matters. Upon a Default or Event of Default, Early Amortization Event, Potential Early Amortization Event, Potential Servicer Default or Servicer Default, the Trustee and each of the Notice Persons may have, without notice, immediate access to all records and the offices and properties of the Servicer.

          (h) Notification of Adverse Developments. The Servicer shall promptly notify the Issuer, the Trustee, each Notice Person and each Enhancement Provider upon the discovery of the occurrence of (i) any event, development or circumstance whereby the financial statements most recently furnished to any such parties pursuant to this Agreement or the other Transaction Documents fail in any material respect to present fairly, in accordance with generally accepted accounting principles, the financial condition and results of operations of the Servicer as of the date of such financial statements; (ii) any material litigation or proceedings, including any action, suit or proceeding before any governmental authority, that are instituted or, to the knowledge of the Servicer, threatened against the Servicer or any of its assets or relating to any of its obligations under the Transaction Documents; (iii) any dispute with respect to any of its obligations under the Transaction Documents; and (iv) any other material adverse development in the business or affairs of the Servicer; in each case describing the nature thereof and the action the Servicer proposes to take with respect thereto.

          (i) Notice to Obligors. The Servicer shall ensure that, no later than the date of any conveyance of a Receivable pursuant to the Purchase Agreement, the related Obligor shall have been instructed to remit payments thereunder directly to the Lockbox or the Collection Account and will not change any such instructions without the prior written consent of the Required Persons for each Series.

          (j) Relocation of Servicer. The Servicer shall give the Trustee and each Notice Person at least thirty (30) days prior written notice of any relocation of its any office from which it services the Receivables and Related Security or keeps Records concerning such items and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to continue the Trustee’s security interest in the Trust Estate and the proceeds thereof for the benefit of the Secured Parties. The Servicer shall at all times maintain each office from which it services Receivables or related Loan Documents and its principal place of business and chief executive office within the United States of America.

          (k) Protection of Right, Title and Interest to Receivables and Related Security. The Servicer shall cause this Agreement, the Indenture and any Series Supplement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Secured Parties’ and the Trustee’s right, title and interest in and to the Trust Estate to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the Trustee’s Lien (granted pursuant to the Indenture for the benefit of the Secured Parties) on the property constituting the Trust Estate. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.

          (l) Realization Upon Defaulted Receivables. The Servicer will use reasonable efforts to repossess or otherwise comparably convert the ownership of any Related Security with respect to a Defaulted Receivable and will act as sales and processing agent for any Related Security which it repossesses. The Servicer will follow the practices and procedures set forth in the Credit Manual in order to realize upon such Related Security. In any case in which any such Related Security has suffered damage, the Servicer will not expend funds in connection with any repair or toward the repossession of such Related Security unless it reasonably determines that such repair and/or repossession will increase the Recoveries by an amount greater than the amount of such expenses. The Servicer will remit to the Collection Account the Recoveries received in connection with the sale or disposition of Related Security with respect to a Defaulted Receivable in connection with such sale or disposition within one (1) Business Day of receipt of such Recoveries.

          (m) Maintenance of Insurance Policies. The Servicer will require that each Obligor with respect to a Receivable included as part of the Collateral maintains an insurance policy to the extent required by the Credit Manual. In connection with its activities as Servicer, the Servicer agrees to present, on behalf of the Trustee as agent for the Secured Parties, claims to the insurer under each insurance policy, and to settle, adjust and compromise such claims, in each case, consistent with the terms of each related Receivable.

          (n) Marking. The Servicer shall clearly and unambiguously identify each Receivable that is part of the Collateral and the Related Security and all other elements of the Receivables File in its computer or other records to reflect that the interest in such Receivables and Related Property have been transferred to and are owned by the Issuer and that the Trustee has the interest therein granted by the Issuer pursuant to this Agreement.

          (o) UCS Score. The Servicer shall confirm and ensure that the UCS Score assigned to each Receivable shall at all times reflect the proper UCS Score applicable to such Receivable in accordance with the Credit Manual as then currently in effect.

          (p) Transaction Documents. The Servicer hereby covenants and agrees to perform all of the obligations of the Servicer specified in the Transaction Documents in accordance with the terms thereof.

          In the event that there is any breach of any of the covenants of the Servicer contained in Section 2.11(e) or (k) or Section 2.12(e) or (f) with respect to any Receivable, and such Receivable becomes a Defaulted Receivable or the Receivable or the rights of the Secured Parties in, to or under such Receivable or its proceeds are impaired or the proceeds of such Receivable are not available to the Trustee for the benefit of the Secured Parties, then if in any case such noncompliance has not been cured within thirty (30) days, the Servicer shall be deemed to have received on such day a collection of such Receivable in full, and the Servicer shall, on such day, deposit from its own funds into the Collection Account an amount equal to the outstanding principal balance of such Receivable, together with accrued and unpaid interest thereon, and such amount shall be allocated and applied by the Servicer as a Collection allocable to the Receivables or Related Security. In the event that the Servicer has paid to or for the benefit of the Secured Parties the full outstanding principal balance (plus accrued and unpaid interest) of any Receivable pursuant to this paragraph, each of the Trustee for the benefit of the Secured Parties and the Issuer shall release and convey all of such Person’s right, title and interest in and to the related Receivable to the Servicer, without representation or warranty, but free and clear of all liens created by such Person, as applicable.

          Section 2.12 Negative Covenants of the Servicer. At all times from the date hereof to the Indenture Termination Date, unless the Required Persons for each Series shall otherwise consent in writing:

          (a) Modifications of Receivables or Obligor Notes. The Servicer shall not extend, amend, forgive, discharge, compromise, waive, cancel or otherwise modify the terms of any Receivable or amend, modify or waive any term or condition of any Obligor Note related thereto; provided, that the Servicer may take such actions as are expressly permitted by Section 2.11(l) and Section 2.12(f) or required by Requirements of Law.

          (b) Merger or Consolidation of, or Assumption of the Obligations of, the Servicer. The Servicer shall not consolidate with or merge into any other Person or sell, convey or transfer substantially all of its properties and assets to any Person, unless:

     (i) the Required Persons for each Series shall have consented to such transaction;

     (ii) the entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any State or the District of Columbia and, if the Servicer is not the surviving entity, such Person (the “Surviving Entity”) shall

expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee and the Notice Persons, in a form reasonably satisfactory to the Required Persons for each Series, the performance of every covenant and obligation of the Servicer hereunder; and

     (iii) the Servicer has delivered to the Trustee and each Notice Person an Opinion of Counsel stating that such consolidation, merger, sale, conveyance or transfer complies with this paragraph (b) and that all conditions precedent herein provided for relating to such transaction have been complied with (and if an agreement supplemental hereto has been executed as contemplated by clause (ii) above, such opinion of counsel shall state that such supplemental agreement is a legal, valid and binding obligation of the Surviving Entity enforceable against the Surviving Entity in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles).

          (c) No Change in Business or the Credit Manual. Subject to the Requirements of Law, the Servicer will not make any change in the character of its business or in the Credit Manual which change would, in either case, impair the collectibility of any Receivable or otherwise have a Material Adverse Effect. The Servicer shall not amend the Credit Manual in any respect without the prior consent of the Issuer. The Servicer shall not amend the Credit Manual in any material respect without the prior written consent of the Required Persons for each Series. The Servicer agrees that it will provide the Trustee, each Notice Person and the Issuer with a copy of all amendments to the Credit Manual not later than ten (10) days after the effectiveness thereof.

          (d) No Adverse Claims. Expect as otherwise provided in Indenture or the Transaction Documents, the Servicer will not sell, transfer, exchange or otherwise dispose of or create any Adverse Claim upon (or file any financing statement covering) any of the equity interests in or properties or assets of the Issuer constituting the Trust Estate or any part thereof or any interest thereon or any proceeds thereof.

          (e) No Rescission or Cancellation. The Servicer shall not permit any rescission or cancellation of a Receivable except pursuant to the Credit Manual or pursuant to a Requirement of Law.

          (f) Protection of Secured Parties’ Rights. The Servicer shall not take any action which would impair, or omit to take any action necessary to avoid impairment of, the rights of the Secured Parties in the Receivables, the Related Security or the other collateral in the Trust Estate, nor shall it reschedule, revise or defer Collections due on the Receivables, nor, if possession is required for perfection under the UCC, shall it take any action to cause a Receivable to be evidenced by a promissory note or other instrument unless possession thereof has been, or will be, transferred to the Custodian, as agent for the Trustee for the benefit of the Secured Parties or such other custodian or agent designated by the Trustee; provided, however, the Servicer may, in accordance with the Credit Manual and with prudent servicing practices, make customer service adjustments and adjustments in payment schedules and take other actions to collect and enforce the Receivables in the ordinary course of business.

          (g) Name; Jurisdiction of Organization, Principal Place of Business. The Servicer will not change its name, its jurisdiction of organization or the location of its chief executive office, or principal place of business (within the meaning of the applicable UCC) without thirty (30) days prior written notice to the Trustee and each Notice Person. In the event that the Servicer desires to so change its jurisdiction of formation or its office or change its name, the Servicer will make any required filings and prior to or simultaneously with actually making such change the Servicer will deliver to the Trustee and each Notice Person (i) a certificate of a Responsible Officer and (except with respect to a change of the location of the Servicer’s chief executive office or principal place of business to a new location in the same county) an Opinion of Counsel confirming that all required filings have been made to continue the perfected interest of the Trustee in the Trust Estate in respect of such change and (ii) copies of all such required filings with the filing information duly noted thereon by the office in which such filings were made.

          Section 2.13 Successor Servicer. On and after the receipt by the Servicer of a notice designating a new Servicer pursuant to Section 2.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in such notice or otherwise specified by the Trustee (pursuant to the written direction of the Required Noteholders) in writing. The Trustee, upon the written direction of the Required Noteholders in their sole discretion at the time described in the immediately preceding sentence, shall appoint a successor servicer as the Servicer hereunder, and such successor Servicer shall on such date assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement shall pass to and be vested in such successor Servicer; provided, however, that any successor Servicer which is not an Affiliate of Cofina Financial, LLC shall not (i) be responsible or liable for any past actions or omissions of any prior Servicer or (ii) be obligated to service in accordance with the Credit Manual but shall instead be obligated to service in accordance with a market and prudent standard. Upon its appointment as successor to the Servicer, the successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement, shall assume all servicing duties hereunder and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to such successor Servicer.

          All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Servicer under this Agreement and shall pass to and be vested in the successor Servicer and, without limitation, such successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees at its expense to cooperate with the successor Servicer and to take all actions required to effectuate the termination of the responsibilities and rights of the Servicer to conduct servicing on the Collateral and to take all such action and provide all such information required to effectuate the prompt transitioning of the Servicer to the successor Servicer.

ARTICLE III

RIGHTS OF NOTEHOLDERS AND ALLOCATION
AND APPLICATION OF COLLECTIONS

          Section 3.01 The Lockbox and Lockbox Account. The Servicer, for the benefit of the Secured Parties, shall establish and maintain, subject to the control of the Trustee pursuant to the terms of a lockbox agreement in form and substance, and with a Qualified Institution or another bank acceptable to the Required Persons for each Series, the Lockbox Account and related Lockbox, from which Collections shall be deposited daily into the Collection Account.

          Section 3.02 Collections and Allocations.

          (a) Collections. The Servicer shall direct all Obligors to pay all amounts when due with respect to the Receivables directly to the Collection Account or to the Lockbox Account for deposit directly into the Collection Account, and if the Servicer shall receive any Collections in respect of Receivables, the Servicer shall deposit all Collections in the Collection Account as promptly as possible after the date of identification of such Collections, but in no event later than two (2) Business Days following such date of receipt.

          The Servicer shall instruct the Trustee to allocate such amounts in accordance with this Article III and Article 5 of the Indenture and pay such amounts to the Noteholders, the Enhancement Providers, the Issuer, the Servicer or otherwise in accordance with this Article III and Article 5 of the Indenture, in both cases as modified by any Series Supplement. The Servicer shall make such deposits or payments on the date indicated therein by wire or electronic funds transfer or as otherwise provided in the Series Supplement for any Series of Notes with respect to such Series.

          (b) Allocation of Collections Between Finance Charges and Principal Receivables. At all times and for all purposes of this Agreement, the Indenture and any Series Supplement, the Servicer shall allocate Collections received in respect of any Receivables for any Monthly Period to Finance Charges and to Principal Receivables pursuant to any method of allocation that is in accordance with GAAP and that is consistent with the Servicer’s past practice.

          (c) Deemed Collections. If on any day, the Servicer adjusts downward, reduces, forgives or waives repayment of any portion of the amount of any Receivables (other than a Defaulted Receivable) without either receiving Collections in an amount equal to such reduction then in any case above, the Issuer shall be deemed to have received on such day a Collection of such Receivable, in an amount equal to such adjusted, reduction, forgiven portion or waived portion), and the Servicer shall, on such day, deposit an amount equal to such adjusted, reduction, forgiven portion or waived portion, together with accrued and unpaid interest thereon into the Collection Account.

          (d) Adjustments. If (a) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable included in the Trust Estate and such Collection was received by the Servicer in the form of a check which is not honored for any reason or (b) the Servicer makes a mistake with respect to the amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection, the

Servicer shall promptly and appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any Collection in respect of which a dishonored check is received shall be deemed not to have been paid on the date such payment was due.

ARTICLE IV

[RESERVED.]

ARTICLE V

OTHER MATTERS RELATING
TO THE SERVICER

          Section 5.01 Liability of the Servicer. The Servicer hereby agrees to perform any and all duties and obligations set forth in any Transaction Document that are specifically identified therein as duties of the Servicer.

          Section 5.02 Limitation on Liability of the Servicer and Others. Except as otherwise provided by Law, the directors, officers, employees or agents who are natural persons of the Servicer shall not be under any liability to the Issuer, the Trustee, the Noteholders, any Enhancement Provider or any other Person hereunder or pursuant to any document delivered hereunder for any action taken or for refraining from the taking of any action; provided, however, that this provision shall not protect any such Person against any liability which would otherwise be imposed by reason of willful misconduct, gross negligence, fraud or violation of Law. Except as otherwise provided in the Transaction Documents, the Servicer shall not be under any liability to the Issuer, the Trustee, its officers, directors, employees and agents, the Noteholders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement or any supplement hereto; provided, however, that this provision shall not protect the Servicer against any liability which would otherwise be imposed by reason of (x) willful misfeasance, bad faith, fraud or negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties under any Transaction Document or (y) breach of representation, warranty or covenant made by the Servicer in this Agreement or breach of the express terms of any Transaction Document. The Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

          Section 5.03 Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which such Servicer could take to make the performance of its duties hereunder permissible under applicable law. Any such determination permitting the resignation of any Servicer shall be evidenced as to clause (i) above by an opinion of counsel and as to clause (ii) by the Certificate of a Responsible Officer of the Servicer, each to such effect delivered, and satisfactory in form and substance, to the Trustee and the Notice Persons. No such resignation shall become effective until the Trustee or a successor Servicer shall have

assumed the responsibilities and obligations of such Servicer in accordance with Section 2.01 hereof.

          Section 5.04 Waiver of Defaults. Any default by the Servicer in the performance of its obligations hereunder and its consequences may be waived pursuant to Section 7.01. Upon any such waiver of a default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement and each other Transaction Document to which the Servicer is a party. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.

ARTICLE VI

ADDITIONAL OBLIGATION OF THE
SERVICER WITH RESPECT TO THE TRUSTEE

          Section 6.01 Successor Indenture Trustee. If the Trustee resigns or is removed pursuant to the terms of the Indenture or if a vacancy exists in the office of the Trustee for any reason, the Servicer agrees to execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor trustee all rights, powers, duties and obligations under the Indenture and hereunder.

          Section 6.02 Tax Returns. The Servicer shall prepare or shall cause to be prepared all tax information required by law to be distributed to Noteholders and shall deliver such information to the Trustee at least five (5) days prior to the date it is required by law to be distributed to Noteholders. Except to the extent the Servicer breaches its obligations or covenants contained in this Section 6.02, in no event shall the Servicer be liable for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note Owners arising under any tax law, including without limitation federal, state, local or foreign income or excise taxes or any other tax imposed on or measured by income or gross receipts (or any interest or penalty with respect thereto or arising from a failure to comply therewith).

          Section 6.03 Final Payment with Respect to Any Series. The Servicer shall provide any notice of termination as specified for the Servicer in Section 12.5(a) of the Indenture and in accordance with the procedures set forth therein.

ARTICLE VII

MISCELLANEOUS PROVISIONS

          Section 7.01 Amendment.

          (a) This Agreement may be amended in writing from time to time by the Issuer, the Servicer and the Trustee with the consent of the Required Persons for each Series but without the consent of the Required Noteholders, to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement. The Trustee may, but shall not be

obligated to, enter into any such amendment which adversely affects the Trustee’s rights, duties or immunities under this Agreement or otherwise, except as otherwise may be provided in the Indenture.

          (b) Any provision of this Agreement may also be amended, supplemented, modified or waived in writing from time to time by the Issuer, the Servicer and the Trustee with the consent of the Required Persons for each Series for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of Noteholders of any Series then issued and outstanding; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Notes of such Series without the consent of each Holder of Notes of such Series so affected, (ii) reduce the aforesaid percentage required to consent to any such amendment, without the consent of each Holder of Notes of all Series whose rights are to be modified by such amendment or (iii) be effective unless the Rating Agency Condition (if any) applicable to each Series is satisfied with respect to such Amendment. The Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Trustee’s rights, duties or immunities under this Agreement or otherwise, except as otherwise may be provided in the Indenture.

          (c) Promptly after the execution of any such amendment, the Trustee shall furnish notification of the substance of such amendment to each Noteholder of each Series affected thereby, to any related Notice Person, any related Enhancement Provider and to each Rating Agency providing a rating for such Series.

          (d) It shall not be necessary for the Noteholders to give consent under this Section 7.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the Noteholders’ authorization of the execution thereof shall be subject to such reasonable requirements as the Trustee may prescribe.

          (e) In connection with any amendment, the Trustee or any Notice Person may request an Opinion of Counsel (from an external law firm) from the Servicer to the effect that the amendment complies with all requirements of this Agreement except that such counsel shall not be required to opine on factual matters.

          (f) Notwithstanding any other provision of this Agreement to the contrary, the consent of the Issuer shall not be required for the effectiveness of any amendment which modifies the representations, warranties, covenants or responsibilities of the Servicer at any time when the Servicer is not CFA or any Affiliate of CFA or a successor Servicer has been appointed pursuant to Section 2.01.

          (g) The Servicer will give the Trustee and the Notice Persons prompt written notice of any relocation of any office from which it services the Receivables and Related Security or keeps records concerning such items or of its principal executive office The Servicer will at all times maintain each office from which it services the Receivables, Related Security and other property in its possession and part of the Trust Estate, its principal executive office and its jurisdiction of organization within the United States of America.

          Section 7.02 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH OF THE PARTIES TO THIS SERVICING AGREEMENT HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENT THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

          Section 7.03 Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at, sent by facsimile to, sent by courier at or mailed by registered mail, return receipt requested, to (a) in the case of the Issuer, to Cofina Funding, LLC, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, (b) in the case of the Servicer to Cofina Financial, LLC, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, (c) in the case of the Trustee, to its Corporate Trust Office, and (d) in the case of the Required Persons and the Rating Agencies for a particular Series, the respective addresses, if any, specified in the Series Supplement relating to such Series; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party given in accordance with this Section 7.04. Unless otherwise provided with respect to any Series in the related Series Supplement, any notice required or permitted to be mailed to a Noteholder shall be given as required in the Indenture or any related Series Supplement.

          Section 7.04 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

          Section 7.05 Delegation. Except as provided in Section 2.01, 2.02 or 2.12(b), the Servicer may not delegate any of its obligations under this Agreement.

          Section 7.06 Waiver of Trial by Jury. To the extent permitted by applicable law, each of the parties hereto irrevocably waives all right of trial by jury in any action, proceeding, claim or counterclaim arising out of or in connection with this Agreement or the Transaction Documents or any matter arising hereunder or thereunder.

          Section 7.07 Further Assurances. The Servicer agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any Required Person or any Notice Person more fully to effect the purposes of this Agreement, including, without limitation, the execution of any financing

statements or continuation statements relating to all or any portion of the Trust Estate for filing under the provisions of the UCC of any applicable jurisdiction.

          Section 7.08 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Trustee, any Enhancement Provider or the Noteholders, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

          Section 7.09 Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

          Section 7.10 Successors and Assigns. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

          Section 7.11 Actions by Noteholders.

          (a) Wherever in this Agreement a provision is made that an action may be taken or a notice, demand or instruction given by Noteholders, such action, notice or instruction may be taken or given by any Noteholder, unless such provision requires a specific percentage of Noteholders or unless otherwise provided in a Series Supplement. Notwithstanding anything in this Agreement to the contrary, neither the Servicer nor any Affiliate thereof shall have any right to vote with respect to any Note except as specifically provided in the Indenture.

          (b) Any request, demand, authorization, direction, notice, consent, waiver or other act by a Noteholder shall bind such Noteholder and every subsequent holder of such Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or omitted to be done by the Trustee or the Servicer in reliance thereon, whether or not notation of such action is made upon such Note.

          Section 7.12 Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement.

          Section 7.13 Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

          Section 7.14 Rights of the Trustee. The rights, privileges and immunities afforded to the Trustee in the Indenture shall apply to this Agreement as if fully set forth herein.

          Section 7.15 No Bankruptcy Petition/Claims. Prior to the date that is one year and one day after the Indenture Termination Date, the Servicer will not institute against the Issuer, or join any other Person in instituting against the Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States.

          Section 7.16 No Recourse. Notwithstanding anything else set forth in this Agreement or any other Transaction Document, the Servicer agrees that the obligations of the Issuer to the Servicer hereunder and under the other Transaction Document shall be recourse to the Trust Estate only and specifically shall not be recourse to the assets of the Issuer. In addition, the Servicer agrees that its recourse to the Issuer and the Trust Estate shall, except to the extent otherwise expressly provided in this Agreement, be limited to the right to receive the Servicing Fee and such other amounts as are specifically allocated to the Servicer pursuant to Section 5.4(c) of the Indenture. No obligations of the Issuer hereunder shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in the event that amounts are not paid in accordance with the priority of payments set forth in Section 5.4(c) of the Indenture.

     IN WITNESS WHEREOF, the Issuer, the Servicer and the Trustee have caused this Servicing Agreement to be duly executed by their respective officers as of the day and year first above written.

Servicing Agreement

Exhibit A
Form of Daily Servicer Report

FORM OF DAILY SERVICER REPORT

Servicing Agreement

COFINA FUNDING LLC
DAILY SERVICER REPORT
Reporting Date

		Amount
Opening balance in Collection Account:			500.00
Collections received from Receivables			1,000.00
Payments made:
1. Amount of Accrued Facility Costs for sub account-			1.00
2. Required Reserve Amount transferred to Spread Maintenance Account-			1.00
3. Reduction in principal amount of Notes outstanding transferred to Settlement Account			1.00
4. Amount payable to Seller based on Purchase Agreement- (Amount equal to unpaid purchase price)			1.00
Total of payments made on this date		$	4.00
Closing balance in Collection Account:		$	1,496.00

Servicing Agreement

Exhibit B
Form of Monthly Servicer Report

FORM OF MONTHLY SERVICER REPORT

Servicing Agreement

COFINA FUNDING LLC
MONTHLY SERVICER REPORT — PAYMENTS OUT OF AVAILABLE DISTRIBUTION AMOUNT
Reporting Date:
Settlement Date:
*Information provided in the Base Indenture Article 5

		Amount
Calculation of Available Distribution Amount:
Collection received during [immediately proceeding monthly period]			17.00
Amounts received from interest rate hedge counterparty			1.00
Total deemed collections			1.00
Receipts from Spread Maintenance Account			1.00
Earnings on permitted investments received during [immediately proceeding monthly period]			1.00
Total Available Distribution Amount			21.00
Payments to be made:
1. Indenture Trustee
Fee			1.00
Out of pocket expenses			1.00
Maximum amount $20,000 Total			2.00
2. Servicer-
Fee for current settlement period			1.00
Arrears			1.00
Total			2.00
3. Custodian
Fee for current settlement period (maximum amount $10.000)			1.00
4. Successor Servicer (if appointed)
Reimbursement of transition costs incurred (maximum amount $50,000)			1.00
5. Interest Rate Hedge Provider-
Current scheduled payments due			1.00
Arrears			1.00
Total			2.00
6. Interest due on Outstanding Notes to Noteholders
Interest payments on Notes — paid to Settlement Account			1.00
Premiums due to Enhancement Provider			1.00
Total			2.00
7. Scheduled principal payment amount due — paid to Settlement Account			1.00
8. Supplemental principal payment amount — paid to Settlement Account
Warehouse Notes			1.00
Notes			1.00
Total			2.00
9. Interest Rate Hedge Provider-
All remaining amounts due			1.00
10. All other amounts due to:
Noteholders — paid to Settlement Account			1.00
Trustee			1.00
Custodian			1.00
Servicer			1.00
Total			4.00
11. Payment to issuer of any remaining Available Distribution Amount			3.00
Total Payments Due		$	21.00
Do Payments equal Available Distribution Amount?		Y or N?

Servicing Agreement

Exhibit C
Form of Annual Servicer’s Certificate

FORM OF ANNUAL SERVICER’S CERTIFICATE

January [   ], 200[  ]

     This Servicer’s Certificate is delivered pursuant to the provisions of Section 2.02(c)(ii) of the Servicing Agreement (as amended, modified, waived, supplemented or restated from time to time, the “Agreement”), dated as of August 10, 2005, by and among Cofina Funding, LLC, as issuer (the “Issuer”), Cofina Financial, LLC, as Servicer (the “Servicer”) and U.S. Bank National Association, as trustee (in such capacity, together with its successors and assigns in such capacity, the “Trustee”). Capitalized terms used not defined herein have the meanings provided in the Agreement.

     The undersigned, a duly elected Responsible Officer of the Servicer, hereby certifies to the Trustee and the Notice Persons and their respective successors and assigns, as follows:

     (i) a review of the activities of the Servicer during the preceding calendar year (or portion thereof, as applicable) and of its performance under the Agreement was made under the supervision of the officer signing this Servicer’s Certificate; and

     (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fully performed in all material respects all of its obligations under the Agreement and each other applicable Transaction Document to which it is a party throughout such period[, except as set forth on Schedule I hereto.]

		COFINA FINANCIAL, LLC., as the Servicer
		By:
		Name:
		Title:

Servicing Agreement

Exhibit D
Form of Credit Manual

FORM OF CREDIT MANUAL

Servicing Agreement

Exhibit E
Form of Accounting Control
Procedures and Processing Report

FORM OF ACCOUNTING CONTROL
PROCEDURES AND PROCESSING REPORT

Servicing Agreement

Cofina Financial
Policies and Procedures Manual
Table of Contents

Section 1.0 General
1.01 Board of Directors			3
1.02 Loan Committee			3
Section 2.0 Credit Administration and Approval			6
2.01 Scope of Financing			6
2.02 Obligors			7
2.03 Loan Application			8
2.04 Credit Analysis			13
2.05 Collateral Analysis			29
2.06 Environmental Analysis			35
2.07 Construction Lending			37
2.08 LLC Lending			40
2.09 Loan Agreement			42
2.10 Security Requirements			49
Section 3.0 Loan Administration			54
3.01 Loan File Organization			54
3.02 Asset Classifications			55
3.03 Portfolio Monitoring			62
3.04 Customer and Loans Servicing			63
3.05 Collection Procedures			69
3.06 Customer Concentration			81
3.07 Reserve Guidelines			82
Section 4.0 Legal Documentation			83
4.01 Legal Documentation Overview			83
4.02 Real Estate Mortgage Documentation			84
4.03 Supplemental/Amendment RE Mortgage Documentation			88
4.04 Release of Mortgage Documentation			92
4.05 Security Agreement Documentation			96
4.06 UCC 1 Financing Statement Documentation			104
4.07 Assignment of PECFA Proceeds			106
4.08 Assignment of Stock Documentation			108
4.09 Loan Agreement Waiver Documentation			110
4.10 Subordination Agreement Documentation			112

Section 5.0 Money Desk Procedures			115
5.01 Disbursements			115
5.02 Electronic Funds Transfers (EFT)			118
5.03 Deposits			119
5.04 Cash Management			120
5.05 Daily Transaction Sheets			122
5.06 Authorized Check Signatories			123
5.07 Borrowing Guidelines			124
Section 6.0 Accounting, Financial Control, and Reporting			125
6.01 Accounting			125
6.02 Financial Control			128
6.03 Reporting			132
6.04
Section 7.0 Disaster Recovery Plan			134
Section 8.0 Equity Retirements and Patronage Decisions			136
8.01 General Equity Retirements			136
8.02 Equity Retirements of Liquidating Customers			138
8.03 1099PAT Processing			139
Section 9.0 Grain Credit Analysis			140

1.01 Board of Directors
		Under its Articles and By-Laws, Cofina Financial (COFINA) is run by its Board of Directors (the “Board”)
		The Board consists of six members; three CFA and three CHS.
		Day-to-day running of Cofina is delegated to the management team. Lending authorities for all loan, classification and pricing approvals have been delegated to the Cofina Loan Committee, as per the written authority dated February 24, 2003 (See Sec. 1.03 – Loan Committee). The Board retains all approval authority for loan compromises or loan write-offs.
		The Board holds a minimum of four meetings per year at which the management team will report on the operations of the company. The reports include, but are not limited to:
		•    Financial statements
		•    Credit quality of loan portfolio
		•    Credit reviews performed by banks on loan portfolio that have been received by the Chief Financial Officer
		•    Annually, the budget for the next financial year, for Board approval
		•    Annually, the report of the auditors on the financial statements
1.02 Loan Committee
		The Loan Committee is comprised of five members:
		•    The President of Cofina
		•    The Chief Financial Officer of Cofina
		•    Credit Administrator
		•    Director Wholesale Credit
		•    Director Retail Credit
		•    The Member officer rotates on a monthly basis.

		Three voting members, one of which must be the President or the CFO, are required for the committee to be quorate. The meetings are also attended by the Legal Administrator and the presenting loan officer.
		The Loan Committee is scheduled every Monday at 8:00 a.m. Credit reports and back-up data must be provided to the Legal Administrator on or before noon on the Thursday prior to the Monday meeting. The agenda for the meeting must be distributed by Thursday afternoon. Apologies for absence must be given to the Legal Administrator.
		The loan officer responsible for each loan on the agenda must attend the meeting to present his credit. If the loan officer is unable to physically attend the meeting, he must join it by telephone. Credits will be held over to the next meeting if the loan officer is unable to attend.
		The Loan Committee meets to consider the following actions:
		•    Approve new loans
		•    Approve revised loans
		•    Approve loan extensions
		•    Approve annual reviews
		•    Approve changes to payment schedule
		•    Approve premium or discount pricing from the pricing matrix
		•    Approve advances pre-finalization of security
		•    Approve releases from security
		•    Approve exceptions to the limitations on advances
		•    Review loans where there have been violations of the agreement and approve waiver where appropriate.
		•    Review loans that have failed the Stressed Realizable Value Test
		•    Review loans that have slipped from an Acceptable, non-criticized asset classification
		•    Approve loan servicing actions
		•    Review progress of loan servicing actions

		•    Approve Loan Service Plans
		•    Review progress of Loan Service Plans
		•    Approve issuing Liquidation Notice
		•    Review discount rates used in Collateral Analysis Worksheet
		•    Approve loan classifications
		•    Approve outside attorneys to be used for assisting with security requirements
		All decisions must be approved unanimously by those voting members attending the Loan Committee meeting.
		All decisions must be minuted by the Legal Administrator. Minutes must be signed by the voting members who made the decision and then presented at the next Loan Committee meeting.
		The minutes are filed by the Legal Administrator and held in the offices of Cofina for five years before being archived.

2.0 - Credit Administration and Approval
2.01 — Scope of Financing
		Cofina primarily offers three types of loans to cooperatives:
		•    Operating Loans - These short-term loans typically finance a portion of the current asset needs of a customer. Operating loans mature annually and are reviewed by the loan officers prior to any extension or renewal. All operating Loan extensions are to be approved by Loan Committee and are limited to a loan period of no more than 14-months beyond the Operating Loan’s initial date of origination.
		•    Term Loans - These long-term loans typically supplement equity in financing the permanent capital needs of a customer. Term loans range in maturity from thirteen months to ten years.
		•    PECFA Loans - Used for the purpose of funding the environmental cleanup process for contaminated petroleum sites in Wisconsin. The State of Wisconsin reimburses the Obligor for the periodic interest charges prior to completion of the project and for the principal balance of the Loan upon completion of the cleanup project. These loans are structured and term loans with four to six-year maturities and, in addition to recourse to the State of Wisconsin, are fully collateralized by the assets of the Obligor.

2.02 Obligors
		Cofina can make loans to:
		•    local cooperatives
		•    retail operations of regional cooperatives
		•    local or retail cooperative suppliers that benefit Cofina customers
		•    joint ventures where local cooperatives maintain majority ownership.

2.03 Loan Application
		Credit process commences with the completion of a loan application. In cases of maturing operating loans, Cofina will mail a loan application to the customer for customer board approval at least 90 days before maturity date.
		A copy of an application is attached to this procedure. Each application has three sections that must be completed before Cofina will consider the loan request.
		•    Resolution of Board of Directors - In this section, the applicant’s Board approves a resolution to borrow a maximum amount of money from Cofina. This amount includes any new term debt, the requested Operating loan amount, and any other funding requested. Existing term debt is not included in the new board resolution. The Board Secretary must certify that the Board approved this borrowing resolution.
		•    Application Information - In this section, the customer, Board, and management specify the amount applied for, the purpose of the loans, collateral offered, proposed repayment, and other information important in the credit decision. All parts of this section must be completed.
		•    Signature Page - In this section, all Board officers and directors must provide signatures for future reference on other loan documents. The Board President and Secretary must provide additional information.
		Signed application forms must be submitted along with applicant’s latest audit report and financial planning documents. It is a requirement that the audit report is unqualified.
		If the applicant is a prospective new customer, he must submit the last three years’ audit reports.
		The financial planning documents should include operating budgets, capital expenditure plans and

		equity servicing plans. Feasibility and marketing plans will also be required if the customer is proposing to commence a new project.
		As applications are received, they are date stamped, logged in the Maturity Status Report and given to the loan officer for processing.
		Completed and processed applications are placed in the customer loan file.

COFINA FINANCIAL
APPLICATION FOR LOAN

Dated:                      2002

Name of Applicant:                                                                                                     

Corporate Address:                                                                                                     

RESOLUTION OF THE BOARD OF DIRECTORS

     This corporation under its Articles of Incorporation and Bylaws has full authority to borrow money and to give security by mortgage, security agreement, pledge, or otherwise, of its own property and of property delivered to it for marketing or otherwise; and all acts prerequisite to the adoption of this resolution have been taken in proper form, time, and manner:

     RESOLVED, That the President, Secretary, Vice President, or any other designated party                                          (officer, director and/or manager) of this corporation, and each of them, are hereby jointly and severally authorized and empowered to obtain for and on behalf of the corporation, from time to time, from COFINA FINANCIAL (Lender) a loan or loans under this resolution, not exceeding in the aggregate the sum of $                                         at any time outstanding, exclusive of amounts authorized to be borrowed under other resolutions submitted to Lender for such purposes:

     1. To execute such application or applications (including exhibits, amendments, and/or supplements thereto) as may be required;

     2. To obligate this corporation in such amounts, at such rates of interest, and on such other terms and conditions, as the officer or officers so acting shall deem proper;

     3. To execute and deliver to Lender or its nominee all such written instruments as may be required by Lender in regard to, or as evidence of, any loan made pursuant to the terms of this resolution;

     4. To pledge, hypothecate, mortgage, convey, or assign property of this corporation, of any kind, and in any amount, as security for any or all obligations (past, present, and/or future) of this corporation to Lender;

     5. From time to time, to pay, extend, or renew any such obligation or obligations;

     6. To reborrow from time to time, subject to the provisions of this resolution, all or any part of the amounts repaid to Lender or Lenders or any of them;

     7. To purchase Lender’s capital stock in the amount of $1,000 at par value, if Borrower currently does not have capital stock equal to or in excess of $1,000. At three years, from the date of Lender’s first loan commitment, Borrower further agrees to retain total stock investment in an amount equal to 3% of its average loan balances for the previous year and to maintain such stock investment for the existence of any indebtedness to Lender, or in such amount as may be prescribed by Lender’s board of directors.

     8. To remit the amounts due directly to Lender for the monthly term payments and interest payments on such loan(s), as billed directly to Lender.

     RESOLVED FURTHER, That the officers of this corporation, and each of them, are jointly and severally authorized and directed to do and/or cause to be done, from time to time, all things which may be necessary and/or proper for the carrying out of the terms of this resolution.

CERTIFICATION

As Secretary of this corporation I certify that this resolution was duly adopted by its Board of Directors at a meeting held on                     day of                                                               , 2002.                                                            

Secretary

APPLICATION FOR LOAN

APPLICANT:                                                                                                     

ADDRESS:                                                                                                     

1.

Amount Applied for:

Operating:		$				(New Money)
Term:						(New Money)
TOTAL:		$

2.		Purpose of Loan: Operating: Term:
3.		Collateral Offered: If loan(s) are granted, all property mortgaged, pledged, or assigned by Applicant to Lender as security for loans made before or after such loan(s) shall be security for all loans made by Lender to Applicant.
4.		List all liens presently filed against property offered as collateral:
5.		Proposed method of payments:

	a)		Applicant will pay the principal of the loan(s) as follows: Operating: Term:
	b)		Applicant will pay interest monthly on the unpaid balance at the per annum interest rate prescribed by Lender’s board of directors, as provided for in the loan agreement.
	c)		Applicant will be billed directly from COFINA FINANCIAL for the monthly principal and interest payments as provided for in 5(a) and 5(b), and to remit the amounts due directly to Lender.

6.		Is Applicant involved in or threatened with any lawsuit? Yes                      No                      (if yes, describe on a separate sheet)
7.		Applicant agrees to submit annually to Lender, and at such other times as Lender may require, a statement of condition in form approved by Lender. Applicant further agrees that Lender may, at any time that it is indebted to Lender, examine its books, records, and accounts.
8.		If the loan is completed, Applicant agrees to pay to Lender loan set up fees as follows:

Operating Loan Commitment		Documentation Set Up Fee:
Up to $500,000		$	250.00
$500,000 to $1mm		$	500.00
Over $1mm		$	1,000.00
New Term Loan
10 basis points on new commitment, one time fee.

     Applicant further agrees to execute all documents and furnish all instruments required by Lender, necessary for completion of the loan(s).

     Applicant agrees that if, after acceptance of this application, Applicant should be unwilling, or for any reason, unable to close the loan, it will pay all expenses Lender has incurred in its connection.

Page -2-

APPLICATION FOR LOAN

The undersigned as duly elected or appointed officers of the corporation named on page one, certify that:

	1.		The undersigned are the duly qualified incumbents of the offices as shown opposite the respective names, and that the signatures are true and genuine specimens thereof.
	2.		All statements, answers, and representatives are given in connection with this loan application are factual and warranted correct.

PRESIDENT’S NAME:                                                                                                      

Term Expires:                                                             

SIGNATURE:                                                                                                      

ADDRESS:                                                                                                      

SECRETARY’S NAME:                                                                                                      

Term Expires:                                                             

SIGNATURE:                                                                                  

ADDRESS:                                                                                                      

(SIGNATURES REQUIRED BELOW WHEN PARTY IS AUTHORIZED TO SIGN DOCUMENTS)

NAME		SIGNATURE
VICE PRESIDENT NAME:
Address:
DIRECTOR NAME:
Address:
DIRECTOR NAME:
Address:
DIRECTOR NAME:
Address:
DIRECTOR NAME:
Address:
DIRECTOR NAME:
Address:
MANAGER’S NAME:

Page -3-

2.04 — Credit Analysis

General		Cofina credit analysis is differentiated based on the size, complexity, and quality of the customer and the proposed loan package. Differential credit analysis, however, needs to follow a consistent format to streamline and simplify analysis and portfolio monitoring processes. This is achieved by completing a standard format credit report.
		As the primary customer contact, the loan officer is responsible for completing the credit reports.
Credit Report		The following framework explains the credit report outline used to document CFA credit analysis and loan package recommendations. A copy of a credit report is attached to this procedure.
		•    Credit Report Cover Sheet – this page provides an executive summary of the customer and requested financing. Customer information on existing loans and current asset classifications are included. The Financial Summary helps identify strengths and weaknesses to be discussed further in the main body of the Credit Report.
		•    Uniform Classification Score worksheet - this page sets out the loan underwriting standards that guide the relationship with the customer. It provides a quantitative analysis of the Customer’s most current, audited financial performance. This analysis involves a weighted score of key financial ratios used in determining a foundation of what is termed a Risk Rating.
		The credit report should clearly demonstrate that these underwriting standards are satisfied, or the loan officer should identify offsetting financial or management strengths that justify the loan. Added loan controls which help minimize credit risk may justify loans where the underwriting standards are not met.
		The interest rate on the loans will be set by matrix depending on the customer’s classification as to these loan standards. The

		current pricing matrix is attached. Premium and discount pricing from this pricing matrix will be permitted upon approval of the Loan Committee.
		•    Recommendations – This section summarizes the key factors in this loan relationship and makes a specific recommendation.
		•    Overview – This section should provide the reader with an executive summary of the financing request, the financial strengths that support the loan, and the credit risks inherent in the loan. If the requested financing involves significant new term debt for expansion, the economic support or feasibility of the project should be discussed here. Key points raised here should be supported and explained in the main body of the Credit Report.
		•    Financial Analysis – This section addresses the financial trends and the liquidity, solvency and profitability strengths and weaknesses of the customer.
		The following financial guidelines are used in this analysis:

		Measurement		Guideline
		•    Salaries to Gross Margins (%)		<40%
		•    Distribution Expense to GM (%)		£50%
		•    Local Savings to Sales (%)		>2%
		•    Net Worth to Total Assets (%)		50 to 75%
		•    Local Net Worth to Local Assets (%)		>50%
		•    Accounts Receivable Under 60 Days (%)		>85%
		•    Accounts Receivable Over 1 Year (%)		<1%
		•    Bad Debt to Sales (%)		<0.1%
		•    Inventory to Sales (%)		5 to 10%
		•    Working Capital to Sales (%)		7 to 10%
		•    Return on Assets (%)		>10%

		These ratios are guidelines which Cofina uses as a means to communicate the financial position that it believes will allow most local cooperatives to successfully grow in the future. It is recognized that few customers will meet or exceed all of these guidelines.
		If weaknesses are apparent, the loan officer

		should begin to demonstrate how the customer can and will address issues that raise credit quality problems
		Exposure Analysis — This section summarizes risk exposure by presenting key ratios and underwriting standards. This section also addresses capital expenditure and equity retirement plans.
		•    Security — This section addresses key issues related to the security filings and security position held by Cofina.
		•    Management — This section rates management capabilities and identifies Board or management issues that may affect loan risk.
		•    Attachments – Attachments to the credit report should include a liquidity/collateral analysis, comparative financial information, budgets (as needed), working capital analysis (as needed) and the proposed loan agreements.
		If a customer shows signs of deteriorating credit quality, the credit report should also include a Loan Service Plan. This section should explain the specific steps the loan officer has planned to address the weaknesses identified in the credit report which cause the deteriorating financial performance and asset quality. Although Cofina strives to help customers resolve financial difficulties, the plans must also address how the Cofina position will be strengthened or preserved.
		Completed credit reports are then presented to the Cofina Loan Committee. In the case of renewals, the presentation must take place at least 30 days before maturity date.
		Loans will not be approved for new customers which, upon the approval of such loans, will receive an Adverse classification (see Sec 3.02 – Asset Classifications).
		Additional loans will not be granted to existing customers with less than a Substandard classification.

Date:

Cooperative Name:

Coop Name

Analyst:

City and State:

City, State

FYE:

FYE: Date

Manager:

Years:

Credit Score — Current

FAMAS:

UCS:

0.00

CFA Pricing

0

S

#N/A

T

#N/A

Credit Score — Recmd

FAMAS:

UCS:

0.00

CFA Pricing

0

S

#N/A

T

#N/A

Auditor:

Scope

Loan(s) Requested & Outstanding as of:

Request

Current

Outstanding

High

Low

Maturity

Loan Type

Amount

Commitment

Balance

Point

Point

Date

Seasonal

Term

TOTAL

$0

$0

$0

Term Amortization (Years):

Seasonal

Changes

Term

Other

Total Commitment:

$0

Recommendation(s):

						USC Rating		CFA Pricing
1		Approval of the attached Loan Quality Classification:				0.00		0
2		Approval of a		$ —		Seasonal Line of Credit with a		maturity, expiration and maturity date.
3		Approval of a		$ —		Term Loan. (see terms)

		Expiration Date
		Maturity Date
		Monthly Payment
		Date of First Payment

Loan Covenant(s)

* Financial Information:		Unqualified Annual Audit and monthly Financial Statements
* Local Net Worth of no less than:		* Working Capital Minimum of:
* Local Ownership of no less than:		* Seasonal Loan Paydown to Zero for:
* Capital Expenditures of no more than:		* Equity Retirements of no more than:
* Dividends awarded of no more than:

Signatures (required)

Approved Recommendation — Loan Committee Meeting Date:                                         

Loan Committee Member:				Signature:
Loan Committee Member:				Signature:
Loan Committee Member:				Signature:

Financial Summary

		2002				2003				2004
Gross Sales ($):		$	0			$	0			$	0			Completed Uniform
Local Savings ($):		$	0			$	0			$	0			Classification
LLC, Subsidiary Profit/(Loss):		$	0			$	0			$	0			UCS Worksheet — PAGE 2
Ownership (%):			0	%			0	%			0	%		Analysis Reports Attached
Local Ownership (%):			0	%			0	%			0	%		Credit Report Narrative:					x
Local Net Worth ($):		$	0			$	0			$	0			Ratio Analysis					x
Local Leverage (%):			0	%			0	%			0	%		Net Funds Flow Analysis:					x
Loan Commitment to SRV:			0	%			0	%			0	%		Working Capital Analysis:					x
Loan Balance to SRV:			0	%			0	%			0	%		Collateral Analysis:					x
Net Funds ($):		$	0			$	0			$	0			FAMAS Report:					x
Current Ratio:			0.00				0.00				0.00			Other:					x
Working Capital:		$	0			$	0			$	0

Coop Name
City, State
FYE: Date

Financial Guidelines

Titles & Ratios/Year		2001								2002								2003								2004
Sales — % Sales Change		$	0				0.0	%		$	0				0.0	%		$	0				0.0	%		$	0				0.0	%		% Sales Increase
Margin $ — % of Sales		$	0				0.0	%		$	0				0.0	%		$	0				0.0	%		$	0				0.0	%		Area Averages
Salaries as a % of Gross Margin		$	0				0.0	%		$	0				0.0	%		$	0				0.0	%		$	0				0.0	%		< 40%
Distribution Expense — % of GM		$	0				0.0	%		$	0				0.0	%		$	0				0.0	%		$	0				0.0	%		< 50%
Interest — % of Gross Margin		$	0				0.0	%		$	0				0.0	%		$	0				0.0	%		$	0				0.0	%
Other Income/(Expense)		$	0							$	0							$	0							$	0
LLC, Subsidiary Profit/(Loss)		$	0							$	0							$	0							$	0
Total Expenses — % of Gross Margin		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%
Local Savings as a % of Sales		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		3 - 5%
Net Worth as a % of Total Assets		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		50 - 75%
Local Net Worth — % of Local Assets		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		> 50%
Loan Covenant Stipulation		$	0							$	0							$	0							$	0							(Compliance/Waiver)
Accounts Receivable Aging
Under 30		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		> 80%
31-60 Days		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		0.00%
61-90 Days		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%
91 Days - 6 Months		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%
6 Months - 1 Year		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		< 1%
Over 1 Year		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		0.00%
Budget		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%
Deferred		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%
Total — % Sales		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%
Bad Debt as a % of Sales		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		< 0.25%
Days Outstanding			0.00								0.00								0.00								0.00
Average AR
Inventory as a % of Sales		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		5 - 10%
Inventory Turns			0.00								0.00								0.00								0.00
Working Capital as a % of Sales		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		$	0				0.00	%		7 - 10%
Current Ratio			0.00								0.00								0.00								0.00							> 1.5:1
Fixed Asset Expenditures		$	0							$	0							$	0							$	0							% of Depreciation
Loan Covenent Guideline — Fixed Assets		$	0							$	0							$	0							$	0							(Compliance/Waiver)
Stock Retired		$	0							$	0							$	0							$	0							Board Decision
Loan Covenent Guideline — Stock		$	0							$	0							$	0							$	0							(Compliance/Waiver)
Return on Assets			0.00								0.00								0.00								0.00
Local Return on Assets			0.00								0.00								0.00								0.00							> 10%
Gross Margin per Employee		$	0							$	0							$	0							$	0
Seasonal Loan Balance at FYE		$	0							$	0							$	0							$	0
Other Loan Balance at FYE (PECFA)		$	0							$	0							$	0							$	0
Term Loan Balance at FYE		$	0							$	0							$	0							$	0
~ Less Current Portion of Term Debt		$	0							$	0							$	0							$	0
Local Net Worth to Term Debt		No Term Debt								No Term Debt								No Term Debt								No Term Debt
Local Leverage			0.00								0.00								0.00								0.00

▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇
FYE: Date

Table 1: Working Capital Test

Basic Working Capital Requirements:
Accounts Receivable		Lowest Month:				$	0
Inventory		Fiscal Year End				$	0
Basic Working Capital Required:						$	0
Less 90% of Seasonal Inventory:
Fertilizers:		$	0
Chemicals:		$	0
OTHER (Seed & Twine):		$	0
						$	0
Less: Accounts Payable (10 Day Float)						$	0
Estimated Permanent WC Required (% Sales)			0.00	%		$	0
Working Capital on September 30th:		$	0
Current Portion of Long Term Debt:		$	0
Usable Working Capital (% OF Sales)			0.00	%		$	0
Surplus						$	0
Table 2: Projected Change in Working Capital
Useable Working Capital as of:						$	0
PROJECTIONS
SOURCES:
Local Savings		$	0
Depreciation		$	0
Regional Cash Patronage		$	0
Term Loan		$	0
Regional Stock Retired		$	0
Other		$	0
Total Working Capital Sources						$	0
USES:
Cash Patronage Distributed		$	0
Purchased Investments		$	0
Term Loan Payments		$	0
Stock Retirements		$	0
Fixed Assets		$	0
Other Uses (Taxes)		$	0
Total Working Capital Uses						$	0
Projected Increase (Decrease) in Working Capital:						$	0
Newly Projected Working Capital						$	0