BASE INDENTURE

EXECUTION VERSION COFINA FUNDING, LLC ,
as Issuer and U.S. BANK NATIONAL ASSOCIATION ,
as Trustee SERIES 2008-A SUPPLEMENT
Dated as of November 21, 2008 to BASE INDENTURE
Dated as of August 10, 2005 COFINA FUNDING, LLC SERIES 2008-A Cofina Variable Funding Asset-Backed Notes

           SERIES 2008-A SUPPLEMENT , dated as of November 21, 2008 (as amended, modified, restated or supplemented from time to time in accordance with the terms hereof, this " Series Supplement "), by and among COFINA FUNDING, LLC, a Delaware limited liability company, as issuer (" Issuer "), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (together with its successors in trust under the Base Indenture referred to below, the " Trustee "), to the Base Indenture, dated as of August 10, 2005, between the Issuer and the Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Series Supplements, the " Base Indenture ").           Pursuant to this Series Supplement, the Issuer shall create a new Series of Notes and shall specify the Principal Terms thereof. PRELIMINARY STATEMENT           WHEREAS, Section 2.2 of the Base Indenture provides, among other things, that the Issuer and the Trustee may at any time and from time to time enter into a series supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes.           NOW, THEREFORE, the parties hereto agree as follows:      SECTION 1. Designation .           (a) There is hereby created a Series of notes to be issued in one class pursuant to the Base Indenture and this Series Supplement, and such Series of notes shall be substantially in the form of Exhibit A hereto, executed by or on behalf of the Issuer and authenticated by the Trustee and designated generally Cofina Variable Funding Asset-Backed Notes, Series 2008-A (the " Notes" ). The Notes shall constitute "Warehouse Notes" (as defined in the Base Indenture).           (b) Series 2008-A (as defined below) shall not be subordinated to any other Series.      SECTION 2. Definitions . In the event that any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Base Indenture, the terms and provisions of this Series Supplement shall govern. All Article, Section or subsection references herein mean Articles, Sections or subsections of this Series Supplement, except as otherwise provided herein. All capitalized terms not otherwise defined herein are defined in the Base Indenture. Each capitalized term defined herein shall relate only to the Notes and no other Series of Notes issued by the Issuer.           " Accrual Period " means, with respect to each Settlement Date, the period beginning on and including the Settlement Date in the preceding calendar month and ending on but excluding the Settlement Date for the current calendar month, except that the first Accrual Period shall begin on the Closing Date.           " Additional Interest " has the meaning specified in Section 5.12 .           " Breakage Amount " has the meaning specified in the Note Purchase Agreement.

          " BTMUNY Co-Purchase Facility " means the Co-Purchase Facility for which the "Funding Agent" (as defined in each Series included therein) is The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch.           " Closing Date " means November 21, 2008.           " Commitment Termination Date " means the Purchase Expiration Date.           " Co-Purchase Facility " means a group of Series composed of all Series with respect to which the "Funding Agent" under (and as defined in) each of such Series is the same financial institution.           " Co-Purchase Facility Aggregate Funded Amount " means, with respect to any Co-Purchase Facility, the aggregate of the "Aggregate Purchaser Funded Amounts" under (and as defined in) all Series included in such Co-Purchase Facility.           " Deficiency Amount " has the meaning specified in Section 5.12 .           " Fee Amount " has the meaning specified in Section 5.12 .           " Fees " means all of the amounts payable in connection with the Fee Letter (as such term is defined in the Note Purchase Agreement).           " Funding Agent " has the meaning set forth in the Note Purchase Agreement.           " Increase " has the meaning specified in subsection 3.1(a) .           " Indemnified Party " shall have the meaning specified in the Note Purchase Agreement.           " Initial Note Principal " means the aggregate initial principal amount of the Notes, which is $0.           " Issuer " means Cofina Funding, LLC, a Delaware limited liability company.           " Legal Final Settlement Date " means the Settlement Date falling in the 138th complete month following the Rapid Amortization Commencement Date.           " Maximum Principal Amount " equals $100,000,000.           " Monthly Interest " has the meaning specified in Section 5.12 .           " Monthly Period " has the meaning specified in the Base Indenture, except that the first Monthly Period with respect to the Notes shall begin on and include the Closing Date and shall end on and include the last day of the month in which the Closing Date occurs.           " Note Principal " means the outstanding principal amount of the Notes.

2

          " Note Purchase Agreement " means the Note Purchase Agreement, dated as of November 21, 2008, among the Issuer, Victory Receivables Corporation, as Conduit Purchaser, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Funding Agent (as defined in the Note Purchase Agreement), and the Committed Purchasers parties thereto, or any successor agreement to such effect among the Issuer and the applicable Noteholders or its successors, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Transaction Documents.           " Note Rate " means, with respect to each Settlement Period, a variable rate per annum equal to the rate determined therefor by the Funding Agent (based on any and all amounts which constitute Series 2008-A Financing Costs (as defined in the Note Purchase Agreement) with respect to such Settlement Period pursuant to the Note Purchase Agreement).           " Noteholder " means with respect to any Note, the holder of record of such Note.           " Notes " has the meaning specified in Section 1(a) .           " Notice Persons " means, for Series 2008-A, the Funding Agent.           " Permitted Settlement Date Withdrawal " means, with respect to the Notes for any Settlement Date, the amount set forth in Section 5.13 .           " Purchase Expiration Date " has the meaning specified in the Note Purchase Agreement.           " QIB " has the meaning specified in Section 7(c)(i) .           " Rapid Amortization Period " means the period commencing on the Rapid Amortization Commencement Date and ending on the Series 2008-A Termination Date.           " Rapid Amortization Commencement Date " means the earliest of (i) the Commitment Termination Date, (ii) the date on which an Early Amortization Event occurs pursuant to Section 10.1 of the Base Indenture or (iii) the date on which a Series Early Amortization Event occurs pursuant to Section 10 of this Series Supplement.           " Redemption Date " means the date on which the Notes are redeemed in full pursuant to Section 5 or 12 hereof.           " Required Person " means the "Funding Agent" under the Note Purchase Agreement.           " Revolving Period " means the period from and including the Closing Date to, but not including, the Rapid Amortization Commencement Date.           " Rule 144A " has the meaning specified in subsection 7(c)(i) .           " Scheduled Principal Payment Amount " means (i) with respect to any Settlement Date prior to the Commitment Termination Date, zero (0); and (ii) with respect to any Settlement

3

Date on or following the Commitment Termination Date, the excess, if any, of (x) the then Note Principal over (y) the Scheduled Targeted Principal Balance for the Notes for such Settlement Date.           " Scheduled Targeted Principal Balance " means, for any Settlement Date on or after the Commitment Termination Date, an amount equal to the product of (x) the Note Principal on the Commitment Termination Date and (y) the percentage set forth opposite such Settlement Date (based on the number of months elapsed from the Commitment Termination Date) on Schedule I hereto under the column entitled "Scheduled Targeted Principal Balance."           " Series Early Amortization Event " means each "Early Amortization Event" referred to in Section 10 .           " Series 2008-A " means the Series of the Cofina Variable Funding Asset-Backed Notes represented by the Notes.           " Series 2008-A Interest Payment " means, with respect to any Settlement Date, the Monthly Interest for such Settlement Date.           " Series 2008-A Noteholder " means the Holder of a Note.           " Series 2008-A Settlement Account " means the Settlement Account established as such for the benefit of the Secured Parties of this Series 2008-A pursuant to Section 5.11 hereof and Section 5.3 of the Base Indenture.           " Series 2008-A Termination Date " means the Settlement Date on which the Notes, plus all other amounts due and owing to the Series 2008-A Noteholders and the related Indemnified Parties under the Transaction Documents are paid in full.           " Supplemental Principal Payment Amount " means the amount of any prepayment made in accordance with the provisions of Section 5.10 of the Base Indenture that is allocated to the Series 2008-A Notes in accordance with such provision of the Base Indenture.      SECTION 3. Article 3 of the Base Indenture . Article 3 shall be read in its entirety as follows and shall be applicable only to the Notes: ARTICLE 3 INITIAL ISSUANCE AND INCREASES AND DECREASES OF
NOTE PRINCIPAL      SECTION 3.1 Initial Issuance: Procedure for Increasing the Investor Interest .           (a) Subject to satisfaction of the conditions precedent set forth in subsection (b) of this Section 3.1 , (i) on the Closing Date, the Issuer will issue the Notes in accordance with Section 2.2 of the Base Indenture in the aggregate initial outstanding principal amount equal to the Initial Note Principal and an aggregate face amount equal to the Maximum Principal Amount and (ii) on any Business Day during the Revolving Period but no more

4

frequently than once per week, the Issuer may increase the Note Principal (each such increase referred to as an " Increase ") upon satisfaction of the conditions set forth below and the conditions specified in the Note Purchase Agreement.           (b) The Notes will be issued on the Closing Date and the Note Principal may be increased on any Business Day during the Revolving Period pursuant to subsection (a) above, only upon satisfaction of each of the following conditions with respect to such initial issuance and each proposed Increase:

          (c)     Upon receipt of the proceeds of such issuance or Increase by or on behalf of the Issuer, the Issuer shall give notice to the Trustee of such receipt, and the Trustee shall, or shall cause the Transfer Agent and Registrar to, indicate in the Note Register the amount thereof.

5

     SECTION 3.2 Prepayments . On any Business Day, the Issuer will have the option to prepay, without premium, all or a portion of, the Note Principal of the Notes, in a minimum amount of $250,000 (and integral multiples of $1,000 in excess thereof). Any such prepayment of the Note Principal shall also include accrued interest to the date of prepayment on the principal balance being prepaid and any related Breakage Amount. The Issuer may make such prepayment only from funds available to the Issuer therefor pursuant to Section 5.4 of the Base Indenture. Any prepayment amounts shall be deposited into the Series 2008-A Settlement Account and distributed by the Trustee on a pro rata basis to each Noteholder of record at such time. Any such prepayment shall not constitute a termination of the Revolving Period. Any prepayment by the Issuer with respect to a Series included in a Co-Purchase Facility other than the BTMUNY Co-Purchase Facility (other than a prepayment made to effectuate an Unexpired Series True-Up (as defined in the Note Purchase Agreement)) shall be accompanied by a concurrent prepayment under one or more Series included in the BTMUNY Co-Purchase Facility in the amount necessary to cause the aggregate of such prepayments to be ratably allocated among all Co-Purchase Facilities according to their respective Co-Purchase Facility Aggregate Funded Amounts.      SECTION 4. Principal Payments on the Notes . The principal balance of the Series 2008-A Notes shall be payable on each Settlement Date from amounts on deposit in the Series 2008-A Settlement Account in an amount equal to (i) so long as no Early Amortization Event or Event of Default has occurred (and has not been waived in accordance with the terms of the Base Indenture), the sum of the Scheduled Principal Payment Amount and Supplemental Principal Payment Amount for such Settlement Date, or (ii) if an Early Amortization Event or an Event of Default has occurred (and has not been waived in accordance with the terms of the Base Indenture), the full Note Principal to the extent that funds are available for such purposes in accordance with the provisions of Section 5.4 of the Base Indenture. The unpaid principal amount of each Note together with all unpaid interest, fees, expenses, costs and other amounts payable by the Issuer to the Holders of the Notes pursuant to the terms of the Base Indenture, this Series Supplement, the Note Purchase Agreement and the other Transaction Documents shall be due and payable in full on the earlier to occur of (x) the date on which an Event of Default shall occur and the Series 2008-A Notes have been accelerated in accordance with the provisions of the Base Indenture and (y) the Legal Final Settlement Date.      SECTION 5. Cleanup Call .           (a) The Notes shall be subject to purchase by the initial Servicer at its option, in accordance with the terms specified in subsection 13.4(a) of the Base Indenture on any Settlement Date on or after the Settlement Date on which the Note Principal is reduced to an amount less than or equal to 10% of the Maximum Principal Amount.           (b) The deposit to the Series 2008-A Settlement Account required in connection with any such purchase will be equal to the sum of (a) the Note Principal, plus (b) accrued and unpaid interest on the Notes through the day preceding the Settlement Date on which the purchase occurs, plus (c) any other amounts (including, without limitation, accrued and unpaid Fees) payable to the Series 2008-A Noteholders, the Indemnified Parties, the Trustee and the Custodian pursuant to the Note Purchase Agreement and the other Transaction

6

Documents, minus (d) the amounts, if any, on deposit at such Settlement Date in the Series 2008-A Settlement Account for the payment of the foregoing amounts.      SECTION 6. Delivery and Payment for the Notes . The Trustee shall execute, authenticate and deliver the Notes in accordance with Section 2.4 of the Base Indenture and Section 7 below.      SECTION 7. Form of Delivery of the Notes; Denominations; Transfer Restrictions .           (a) The Notes shall be delivered as Registered Notes in definitive form as provided in Sections 2.1 and 2.18 of the Base Indenture. The Notes shall initially be registered in the name of the Funding Agent for the benefit of the Purchasers (as defined in the Note Purchase Agreement) and shall not be transferred, sold or pledged, in whole or in part, other than pursuant to Section 2.6 of the Base Indenture and this Section 7 .           (b) The Notes will be issuable in minimum face amount denominations of $250,000 (and in integral multiples of $1,000 in excess thereof).           (c) The Notes have not been registered under the Securities Act or any state securities or "blue sky" laws. None of the Issuer, the Transfer Agent and Registrar or the Trustee is obligated to register the Notes under the Securities Act or any "blue sky" laws or take any other action not otherwise required under the Base Indenture or this Series Supplement to permit the transfer of any Note without such registration. When Notes are presented to the Transfer Agent and Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Transfer Agent and Registrar shall register the transfer or make the exchange; provided , however , that the Notes surrendered for transfer or exchange (a) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Transfer Agent and Registrar, duly executed by the holder thereof or its attorney, duly authorized in writing and (b) shall be transferred or exchanged in compliance with the Securities Act and the following provisions:           (i) (A) if such Note is being transferred to a qualified institutional buyer (a " QIB ") as defined in, and in accordance with, Rule 144A under the Securities Act (" Rule 144A "), the transferor shall provide the Issuer and the Transfer Agent and Registrar with a certification to that effect (in substantially the form of Exhibit C hereto); or (B) if such Note is being transferred in reliance on another exemption from the registration requirements of the Securities Act, the transferor shall provide the Issuer and the Transfer Agent and Registrar with a certification to that effect (in substantially the form of Exhibit C hereto) and, if requested by the Transfer Agent and Registrar or the Issuer, an opinion of counsel in form and substance acceptable to the Issuer and to the Transfer Agent and Registrar to the effect that such transfer is in compliance with the Securities Act.           (ii) each such transferee of such Note shall be deemed to have made the acknowledgements, representations and agreements set forth below:

7

     (1) if such Note is being transferred in accordance with Rule 144A, it is a QIB, is aware that the sale to it is being made in reliance on Rule 144A and it is acquiring such Note or any interest or participation therein for its own account or for the account of another QIB over which it exercises sole investment discretion, such QIB is aware the sale is being made in reliance on Rule 144A, and is acquiring such Note or any interest or participation therein for its own account or the account of another QIB;      (2) it understands that the Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, neither the Transfer Agent and Registrar nor the Issuer nor any person representing the Issuer has made any representation or warranty to it with respect to the Issuer or the offering or sale of any Note, it has had access to such financial and other information concerning the Issuer, the Sellers and the Notes as it has deemed necessary to evaluate whether to purchase any Notes, the Issuer is not required to register or qualify the Notes, and that the Notes may be resold, pledged or transferred only in compliance with provisions of this Section 7(c) and only (A) to the Issuer, (B) to a person the transferor reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act and, in each case, in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and in accordance with the restrictions set forth herein;      (3) if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Notes as described in clause (B) or (C) of the preceding paragraph, it may, pursuant to clause (i) above, be required to deliver a certificate and, in the case of clause (C) , may be required to deliver an opinion of counsel if the Issuer and the Transfer Agent and Registrar so request, in each case, reasonably satisfactory in form and substance to the Issuer and the Transfer Agent and Registrar, that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation; and it understands that the Registrar and Transfer Agent will not be required to accept for registration of transfer the Notes acquired by it, except upon presentation of, if applicable, the certificate and, if applicable, the opinion described above;      (4) it agrees that it will, and each subsequent holder is required to, notify any purchaser of Notes from it of the resale restrictions referred to in clauses (2) and (3) above, if then applicable, and understands that such notification requirement will be satisfied, in the case only of transfers by physical delivery of Definitive Notes, by virtue of the fact that the following legend will be placed on the Notes unless otherwise agreed to by the Issuer: THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY (1) TO THE ISSUER, (2) TO A PERSON THE TRANSFEROR

8

REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) THAT PURCHASES FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND BASED ON AN OPINION OF COUNSEL IF THE ISSUER OR TRANSFER AGENT AND REGISTRAR SO REQUEST, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY TRANSFEREE FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.      (5) it acknowledges that the foregoing restrictions apply to holders of beneficial interests in the Notes as well as to Holders of the Notes;      (6) it acknowledges that the Trustee, the Issuer and their Affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that if any of the acknowledgments, representations or agreements deemed to have been made by its purchase of such Notes is no longer accurate, it will promptly notify the Issuer; and if it is acquiring any Notes for the account of one or more QIBs, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account;      (7) with respect to any foreign purchaser claiming an exemption from United