BASE INDENTURE

EXECUTION COPY COFINA FUNDING, LLC,
as Issuer and U.S. BANK NATIONAL ASSOCIATION,
as Trustee   BASE INDENTURE Dated as of August 10, 2005   Cofina Variable Funding Asset Backed Notes
(Issuable in Series)

     BASE INDENTURE, dated as of August 10, 2005, between COFINA FUNDING LLC, a Delaware limited liability company, as issuer (the " Issuer ") and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee. W I T N E S S E T H :      WHEREAS, the Issuer has duly executed and delivered this Indenture to provide for the issuance from time to time of one or more series of Notes, issuable as provided in this Indenture; and      WHEREAS, all things necessary to make this Indenture a legal, valid and binding agreement of the Issuer, enforceable in accordance with its terms, have been done, and the Issuer proposes to do all the things necessary to make the Notes, when executed by the Issuer and authenticated and delivered by the Trustee hereunder and duly issued by the Issuer, the legal, valid and binding obligations of the Issuer as hereinafter provided;      NOW, THEREFORE, for and in consideration of the premises and the receipt of the Notes by the Noteholders, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Noteholders and any Enhancement Provider as follows: GRANTING CLAUSE      The Issuer hereby grants to the Trustee on the Initial Closing Date, for the benefit of the Noteholders, each "Indemnified Party" and "Affected Party" (each as defined in the applicable Note Purchase Agreement"), and each Enhancement Provider (the " Secured Parties "), to secure the Issuer Obligations, a first priority lien on and security interest in all of the Issuer’s right, title and interest in, to and under all of the assets of the Issuer, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, including, without limitation and without duplication: (a) all investment property in which the Issuer has an interest, all of the Issuer’s cash and currency, accounts, chattel paper, instruments, general intangibles, deposit accounts, inventory, goods, documents, letter of credit rights and all other personal property of the Issuer; (b) the Receivables acquired or purported to be acquired by the Issuer under the Purchase Agreement; (c) all Collections; (d) all Related Security; (e) the Collection Account, the Spread Maintenance Account, any Investor Account, any Series Account and any other account maintained by the Trustee for the benefit of the Secured Parties of any Series of Notes (each such account, a " Trust Account "), all monies from time to time deposited therein and all investment property from time to time credited thereto; (f) all certificates and instruments, if any, representing or evidencing any or all of the Trust Accounts or the funds on deposit therein from time to time; (g) all Permitted Investments made at any time and from time to time with moneys in the Trust Accounts or any subaccount thereof (including income on such investments, unless otherwise specified in a Series Supplement); (h) to the extent set forth in the Series Supplement for a Series, any Enhancement; (i) all monies available under or pursuant to any Enhancement to be provided for any Series for payment to the Noteholders of such Series; (j) the Issuer’s rights, powers and benefits, but none of its obligations or burdens, under the Servicing Agreement, the Purchase and Contribution Agreement (including, without limitation, all rights to require the repurchase of Receivables) and the Purchase Agreement (including, without limitation, all rights to require the repurchase of Receivables); (k) all additional property that may from time to time

hereafter (pursuant to the terms of any Series Supplement or otherwise) be subjected to the grant and pledge hereof by the Issuer or by anyone on its behalf; and (l) all present and future claims, demands, causes and choses in action and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of all of the foregoing and the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, general intangibles, insurance proceeds, investment property, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the " Trust Estate ").      The foregoing Grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority or distinction except as set forth herein, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture.      The Trustee, for the benefit of the Secured Parties, hereby acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and the lien on and security interest in the Trust Estate conveyed by the Issuer pursuant to the Grant, declares that it shall maintain such right, title and interest, upon the trust set forth herein, for the benefit of all Secured Parties and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Secured Parties may be adequately and effectively protected. ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE       Section 1.1. Definitions . Certain capitalized terms used herein (including the preamble and the recitals hereto) shall have the following meanings:      " Acceptable " means, with respect to any Receivable, one with a UCS Score of A1, A2 or A3 in accordance with the Credit Manual.      " Accrued Facility Costs " means, on any Business Day, the aggregate of (a) the Trustee Fees and Expenses due and payable with respect to the current Settlement Period and any prior Settlement Period (to the extent unpaid), (b) the Servicing Fee due and payable with respect to the current Settlement Period and any prior Settlement Period (to the extent unpaid), (c) the Premium payments due and payable with respect to the current Settlement Period and any prior Settlement Period (to the extent unpaid), (d) the custodian fees due and payable with respect to the current Settlement Period and any prior Settlement Period (to the extent unpaid), (e) any amounts due and payable with respect to the current Settlement Period and any prior Settlement Period (to the extent unpaid) under all Interest Rate Hedge Agreements, (f) the Interest Payments due and payable with respect to the current Settlement Period and any prior Settlement Period, (g) Scheduled Principal Payment Amounts due and payable with respect to the current Settlement Period and any prior Settlement Period (to the extent unpaid), (h) Supplemental Principal Payment Amounts due and payable with respect to the current Settlement Period and any prior Settlement Period (to the extent unpaid) and (i) all other fees, expenses and indemnities

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due and payable by the Issuer under the Transaction Documents with respect to the current Settlement Period and any prior Settlement Period (to the extent unpaid). To the extent amounts "due and payable" hereunder cannot be calculated because they cannot yet be determined, such amounts will be deemed to be equal to 120% of the corresponding amount due and payable on the most recent Settlement Date.      " Advance Percentage " means 85%.      " Adverse Claim " shall mean a lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person (including any UCC financing statement or any similar instrument filed against such Person’s assets or properties), other than a Permitted Encumbrance.      " Affiliate " shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of voting stock, by contract or otherwise. A Person shall be presumed to be an Affiliate of another Person where (a) such Person beneficially owns or holds 10% or more of any class of voting securities of such designated Person or 10% or more of the equity interests in such designated Person; or (b) such designated Person beneficially owns or holds 10% or more of any class of voting securities in such Person or such designated Person beneficially owns or holds 10% or more of the equity interests in such Person.      " Agent " means any Transfer Agent and Registrar or Paying Agent.      " Amortization Commencement Date " means, with respect to a Series of Notes, the date on which an Early Amortization Event for such Series is deemed to have occurred pursuant to Section 9.1 or the start of the Amortization Period with respect to such Series of Notes.      " Amortization Period " means, with respect to any Series of Notes, or any Class within a Series, the period following the Revolving Period (as defined in any related Series Supplement) which shall be any of the Controlled Amortization Period, Principal Amortization Period or the Rapid Amortization Period, each as defined in the applicable Series Supplement.      " Applicants " shall have the meaning specified in Section 4.2(b) .      " Authorized Newspaper " shall mean a newspaper of general circulation in the Borough of Manhattan, the City of New York printed in the English language (or, with respect to any Series, any additional city specified in the Series Supplement for such Series) and customarily published on each Business Day, whether or not published on Saturdays, Sundays and holidays.      " Available Distribution Amount " For any Settlement Date, an amount equal to the sum (without duplication) of (i) the Collections received by the Issuer or the Servicer during the immediately preceding Monthly Period, (ii) all amounts received by the Issuer pursuant to any Interest Rate Hedge Agreement with respect to such Settlement Date, (iii) Deemed Collections received by the Issuer with respect to the immediately preceding Monthly Period, (iv) amounts deposited in the Collection Account from the Spread Maintenance Account representing funds in

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excess of the amount required to be on deposit therein, (v) any earnings on Permitted Investments in the Collection Account or the Spread Maintenance Account to the extent that such earnings were earned with respect to such account during the related Monthly Period, and (vi) funds deposited to the Collection Account and treated as Investment Earnings that were earned during the related Monthly Period in accordance with Section 5.3(f) .      " Bankruptcy Code " means The Bankruptcy Reform Act of 1978, as amended from time to time, and as codified as 11 U.S.C. Section 101 et seq .      " Base Indenture " means this Base Indenture, dated as of August 10, 2005 between the Issuer and the Trustee, as amended, restated, modified or supplemented from time to time in accordance with the Transaction Documents, exclusive of any Series Supplements.      " Bearer Notes " shall have the meaning specified in Section 2.1 .      " Bearer Rules " shall mean the provisions of the Code, in effect from time to time, governing the treatment of bearer obligations, including without limitation sections 163(f), 165(j), 871, 881, 1287(a), 1441, 1442 and 4701.      " Benefit Plan " shall mean any employee benefit plan as defined in Section 3(3) of ERISA in respect of which the Issuer, any Seller or any ERISA Affiliate of the Issuer or any Seller is, or at any time during the immediately preceding six (6) years was, an "employer" as defined in Section 3(5) of ERISA.      " Book-Entry Notes " means beneficial interests in Notes, ownership and transfers of which shall be evidenced or made through book entries by a Clearing Agency or a Foreign Clearing Agency as described in Section 2.16 ; provided that after the occurrence of a condition whereupon book-entry registration and transfer are no longer permitted and Definitive Notes are issued to the Note Owners, such Definitive Notes shall replace Book-Entry Notes.      " Book Value " means the value of an Obligor’s assets as calculated by the Servicer in accordance with the Credit Manual using such Obligor’s most recent fiscal year end financial statements received by the Servicer.      " Borrowing Base " means, at any time, (a) the product of the Receivable Balances of all Eligible Loans multiplied by the Advance Percentage minus (b) the sum of the Concentration Overage Amount and the Credit Reserve.      " Borrowing Base Deficiency " shall be deemed to exist if, at any time, (a) the sum of the aggregate outstanding principal balance of all Notes of all Series minus all Collections on deposit in the Collection Account and the Settlement Account at such time in excess of the amount of all Accrued Facility Costs at such time exceeds (b) the Borrowing Base.      " Business Day " means, unless otherwise specified in a Series Supplement, any day that DTC is open for business at its office in New York City and any day other than a Saturday, Sunday or other day on which banking institutions or trust companies in the State of Minnesota generally or the City of New York are authorized or obligated by law, executive order or governmental decree to be closed; provided , however , that the term "Business Day," when used

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in connection with a rate of interest determined by reference to the prevailing rates for eurodollar deposits in the London interbank market, shall also exclude any day on which dealings are not carried out in the London interbank market or on which banks are closed for business in London, England.      " Business Taxes " shall mean any Federal, state or local income taxes or taxes measured by income, property taxes, excise taxes, franchise taxes or similar taxes.      " Capitalized Lease " of a Person shall mean any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.      " Certificated Security " means a "certificated security" within the meaning of the applicable UCC.      " CFA " means Cenex Finance Association, Inc., a Minnesota corporation.      " CHS " means CHS Inc., a Minnesota corporation.      " Class " means, with respect to any Series, any one of the classes of Notes of that Series as specified in the related Series Supplement.      " Clearing Agency " means an organization registered as a "clearing agency" pursuant to Section 17A of the Exchange Act or any successor provision thereto.      " Clearing Agency Participant " means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency or Foreign Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency or Foreign Clearing Agency.      " Clearstream, Luxembourg " means Clearstream Banking, société anonyme.      " Closing Date " means the Initial Closing Date or any Series Closing Date.      " Code " shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.      " Cofina " means Cofina Financial, LLC, a Minnesota limited liability company.      " Cofina Officer’s Certificate " shall mean a certificate signed by any Responsible Officer of the Issuer, a Seller or the Servicer, as the case may be, and delivered to the Trustee.      " Collateral Interests " shall have the meaning, if any, with respect to any Series, specified in the related Series Supplement.      " Collection Account " shall have the meaning specified in Section 5.3(b) .      " Collections " shall mean, with respect to any Receivable, all cash collections and other proceeds of such Receivable, including, without limitation, all principal, Finance Charges and

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Recoveries, if any, and cash proceeds of Related Security with respect to such Receivable and any Deemed Collections, in each case, received on or after the applicable Cut-Off Date. Without limiting the foregoing, the term "Collections" shall refer to the Collections on all of the Receivables collectively.      " Commission " means the United States Securities and Exchange Commission.      " Concentration Overage Amount " means, at any time, the aggregate dollar amount (without duplication) by which each limitation set forth below is exceeded:      (a) the aggregate Loan Commitments for any one Obligor cannot exceed 4.0% of the aggregate outstanding Loan Commitments for all Obligors of Eligible Receivables;      (b) the aggregate Loan Commitments for the five (5) Obligors with the largest Loan Commitments cannot exceed 25% of the aggregate outstanding Loan Commitments for all Obligors of Eligible Receivables;      (c) the aggregate Loan Commitments for the ten (10) Obligors with the largest Loan Commitments cannot exceed 35% of the aggregate outstanding Loan Commitments for all Obligors of Eligible Receivables;      (d) the aggregate Loan Commitments for each of the following states (individually) cannot exceed 35% (in the case of Minnesota) or 25% (in the case of North Dakota) of the aggregate outstanding Loan Commitments for all Obligors of Eligible Receivables;      (e) the aggregate Loan Commitments for any state (other than Minnesota or North Dakota) in which the applicable originating Seller has been doing finance business for more than two (2) years cannot exceed 20% of the aggregate outstanding Loan Commitments for all Obligors of Eligible Receivables;      (f) the aggregate Loan Commitments for any state in which the applicable originating Seller has been doing finance business for less than two (2) years cannot exceed 12% of the aggregate outstanding Loan Commitments for all Obligor of Eligible Receivables; and      (g) the Receivable Balance to Stressed Realized Value for any Obligor cannot exceed 90%.      " Contractual Obligation " means, with respect to any Person, any provision of any security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.      " Control " means, with respect to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through ownership of securities, by contract or otherwise, and "Controlled" and "Controlling" shall have meanings correlative to the foregoing.

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     " Controlled Amortization Period " means, with respect to any Series of Notes, the period specified, if any, in the applicable Series Supplement.      " Cooperative " means an organization which distributes or allocates a major portion of its earnings or losses on the basis of patronage.      " Corporate Trust Office " shall mean the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Base Indenture is located at 60 Livingston Avenue, EP-MN-WS3D, St. Paul, MN 55107, Attention: Structured Finance/Cofina Funding, LLC.      " Cost of Carry " means, for any Monthly Period, the per annum percentage equal to the aggregate of weighted average interest (including Premium and program and facility fees, as applicable) and fee (including applicable Premium rates) rates for all Series, the Servicing Fee Rate, the rate equivalent of the Trustee Fees and Expenses.      " Coupon " shall have the meaning specified in Section 2.1 .      " Credit Enhancement " means, with respect to any Series of Notes, the rights and benefits provided to the Noteholders of such Series of Notes (or the Trustee on their behalf) pursuant to an insurance policy as designated in the applicable Series Supplement.      " Credit Manual " shall mean the Cofina Credit Policies and Procedures Manual as in effect on the Closing Date and as amended from time to time in compliance with Section 2.12(c) of the Servicing Agreement.      " Credit Reserve " means, as of any date of determination, the aggregate amount by which the aggregate Receivable Balances of all Eligible Receivables of the largest number of Obligors (such number determined by applying the table below) exceed [the product of (A) the aggregate Receivable Balances of all Eligible Receivables and (B) (1- the Advance Percentage/100)]:

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

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     " Custodian Agreement " means the Custodian Agreement, dated as of the Initial Closing Date, among the Issuer, the Trustee and the Custodian, as the same may be amended, modified or supplemented from time to time in accordance with the Transaction Documents.      " Custodian File " shall have the meaning specified in the Purchase Agreement.      " Cut-Off Date " means, with respect to a Receivable, the date specified pursuant to the Purchase Agreement as the date on and after which Collections received with respect to such Receivable shall be for the account of the Issuer.      " Daily Servicer Report " shall mean a report substantially in the form attached as Exhibit A to the Servicing Agreement or in such other form as shall be agreed between the Servicer and the Trustee, with the consent of the Required Persons for each Series.      " Deemed Collections " means in connection with any Receivable, all amounts payable (without duplication) with respect to such Receivable, by (i) a Seller pursuant to Section 2.07 of the Purchase Agreement or the Purchase and Contribution Agreement, (ii) the Servicer pursuant to Section 2.11 of the Servicing Agreement and/or (iii) the Servicer pursuant to Section 3.02(c) of the Servicing Agreement.      " Default " means any occurrence that is, or with notice or lapse of time or both would become, an Event of Default.      " Defaulted Obligor " means an Obligor (i) of a Defaulted Receivable, (ii) which is subject to an Event of Bankruptcy or (iii) which is in default with regard to any other debt owed to a Seller or the Issuer.      " Defaulted Receivable " shall mean a Receivable: (i) as to which any payment, or part thereof, remains unpaid for 90 days from the original due date for such payment, (ii) as to which payments have been extended, or the terms of payment thereof rewritten other than in accordance with the provisions of the Servicing Agreement, or (iii) the related Obligor with respect to such Receivable is a Defaulted Obligor; provided that a Receivable shall cease to be treated as a Defaulted Receivable hereunder on the date on which such Receivable has been or should have been, consistent with the Credit Manual, classified as a Loss by the Servicer; provided , further , that if any such Receivable has not constituted a Defaulted Receivable in a Monthly Period prior to the Monthly Period in which such Receivable is (or should have been) classified as a Loss, such Receivable shall be included in the Default Ratio for the Monthly Period in which such Receivable is (or should have been) classified as a Loss.      " Default Ratio " means, as of the end of any Monthly Period, the three month rolling average of the ratio (expressed as a percentage) of the aggregate Receivable Balance of all Receivables which constitute Defaulted Receivables as of the last day of the applicable Monthly Period divided by the aggregate Receivable Balance of all Eligible Receivables as of the last day of such Monthly Period.      " Definitive Notes " is defined in Section 2.16(f) .

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     " Delinquency Ratio " means, as of the end of any Monthly Period, the three month rolling average of the ratio (expressed as a percentage) of the aggregate Receivable Balance of all Eligible Receivables which constitute Delinquent Receivables as of the last day of the applicable Monthly Period divided by the aggregate Receivable Balance of all Eligible Receivables as of the last day of the applicable Monthly Period.      " Delinquent Obligor " means an Obligor (i) of a Delinquent Receivable or (ii) which is delinquent for 45 days or more in regard to any other debt owed to a Seller or the Issuer.      " Delinquent Receivable " shall mean a Receivable that is not a Defaulted Receivable and (i) as to which any payment, or part thereof, remains unpaid for 45 days or more from the original due date for such payment, (ii) which has been or, consistent with the Credit Manual, should be classified as delinquent by the Servicer or (iii) the related Obligor with respect to such Receivable is a Delinquent Obligor.      " Depository " shall have the meaning specified in Section 2.16(a) .      " Depository Agreement " means, with respect to each Series, the agreement among the Issuer, the Trustee and the Clearing Agency or Foreign Clearing Agency, or as otherwise provided in the related Series Supplement.      " Determination Date " means, unless otherwise specified in the related Series Supplement, the third Business Day prior to each Series Transfer Date.      " Dollars " and the symbol " $ " mean the lawful currency of the United States.      " Doubtful " means, with respect to any Receivable, that such Receivable has a UCS Score of "Doubtful" in accordance with the Credit Manual.      " DTC " means The Depository Trust Company.      " Early Amortization Event " shall have the meaning set forth in Section 10.1 .      " Eligible Interest Rate Hedge Counterparty " means any bank that has both (x) a long-term unsecured debt rating of at least "A+/A1" (or the equivalent) from the applicable Rating Agency (so long as such Rating Agency is then rating any Series of Notes Outstanding hereunder) and (y) a short-term unsecured debt rating of "A1/F1/P1" (or the equivalent) from the applicable Rating Agency (so long as such Rating Agency is then rating any Series of Notes Outstanding hereunder).      " Eligible Receivable " means, at any time, a Receivable:      (i) which is currently owing under an Obligor Note, which Obligor Note and the related Loan Documents have been duly authorized and are in full force and effect and constitute the legal, valid and binding obligation of the Obligor enforceable against such Obligor in accordance with their respective terms;

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     (ii) which was originated in the ordinary course of business of the applicable Seller under Loan Documents substantially in the form as set forth as Exhibit B to the Purchase and Contribution Agreement;      (iii) in respect of which no material default exists and with respect thereto there is not then in effect any waiver by the applicable Seller of any: (i) material default with respect thereto; or (ii) any event or circumstance that would, with notice, the passage of time, or both, become a material default with respect thereto;      (iv) which is (A) not a Defaulted Receivable and (B) not a Delinquent Receivable on the date of acquisition by the Issuer;      (v) which, together with the Loan Documents related thereto, constitutes an "account," a "general intangible," "chattel paper" or an "instrument" within the meaning of the UCC of all jurisdictions which govern the perfection of the Issuer’s or the Trustee’s interest therein;      (vi) with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Official Body required to be obtained, effected or given in connection with the origination, transfer or pledge of such Receivable have been duly obtained, effected or given and are in full force and effect;      (vii) the Obligor of which is not an Affiliate of the Issuer or any Seller (other than CHS, provided that all Obligors which are Affiliates of CHS shall be treated as a single Obligor for purposes of the definition of "Concentration Overage Amount");      (viii) the Obligor of which has incurred the obligations relating to such Receivable strictly for business purposes and not for personal, family or household purposes and is organized in and a resident of the United States;      (ix) the Obligor of which is a Cooperative or a limited liability company which is majority owned by Cooperatives and not an Official Body or other governmental authority;      (x) which is denominated and payable only in United States Dollars in the United States;      (xi) which, with respect to any Operating Loan, requires interest payments to be made not less frequently than monthly and the outstanding principal balance to be paid in full not later than the applicable due date or commitment termination date for such Operating Loan, but in no event later than fourteen (14) months from the closing date of such Operating Loan;      (xii) which, with respect to any Term Loan, (A) requires principal payments (a) to be made not less frequently than in equal monthly installments sufficient to fully amortize the outstanding principal balance over the term of the Term Loan and (b) to be paid in full not later than the applicable due date for such Term Loan, but in no event longer than ten (10) years from the closing date of such Term Loan, and interest

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payments to be made not less frequently than monthly, and (B) does not have a weighted average life in excess of 7 years;      (xiii) which, together with the Loan Documents related thereto, does not contravene any laws, rules or regulations applicable thereto (including laws, rules and regulations relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no party to the Loan Documents related thereto is in violation of any such law, rule or regulation in any respect;      (xiv) which is prepayable at any time and, together with the related Loan Documents and Related Security, is fully assignable;      (xv) which satisfies in all material respects the applicable requirements of the Credit Manual (except, with respect to Receivables originated by CHS, as otherwise listed in a schedule delivered to the Required Persons on or prior to the date of initial sale of Receivables by CHS under the Purchase and Contribution Agreement);      (xvi) which is secured by a perfected, assignable, first priority security interest in the Related Security in favor of the applicable Seller free and clear of all Liens (except Permitted Encumbrances) prior to the acquisition by the Issuer;      (xvii) which has not been compromised, adjusted or similarly modified other than in accordance with the Credit Manual and as permitted by the Transaction Documents;      (xviii) with respect to which the Loan Documents are complete and in accordance with the Credit Manual;      (xix) the Obligor of which was not classified as Substandard, Doubtful or Loss in accordance with the Credit Manual at the time of acquisition by the Issuer;      (xx) with respect to which (a) the Issuer has good and marketable title and a valid ownership interest (which ownership interest, to the extent it constitutes a security interest under the UCC, shall be perfected and of first priority free and clear of all Liens (except Permitted Encumbrances)) in the Related Security and good and marketable title and a valid ownership interest (which ownership interest, to the extent it constitutes a security interest under the UCC, shall be perfected and of first priority) in the Receivable; and (b) the Trustee has a first priority perfected security interest in the Receivable free and clear of all Liens and a first priority perfected security interest in the Related Security free and clear of all Liens (except Permitted Encumbrances);      (xxi) the Obligor of which has been instructed (or will be instructed within 10 Business Days of the acquisition of such Receivables by the Issuer) to make all payments directly to the Lockbox Account or the Collection Account;      (xxii) with respect to which the outstanding principal balance is less than the Risk Capital Limit for the related Obligor;

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     (xxiii) the Obligor of which has provided the Servicer with monthly financial statements in accordance with the Loan Documents within 35 days of each month end;      (xxiv) as to which the applicable Seller has satisfied all obligations on its part with respect to such Receivable required to be fulfilled pursuant to the applicable Loan Documents or in connection with the transfer and any applicable agreement pursuant to which such transfer occurs;      (xxv) as to which none of the applicable Seller, the Issuer or the Servicer has taken any action which would impair, or failed to take any action necessary to avoid impairing, the rights of the Trustee for the benefit of the Secured Parties therein, other than actions or failures to take action by the Servicer which are permitted under the Credit Manual and the Transaction Documents;      (xxvi) which is not subject to any right of rescission, setoff, counterclaim or any other defense (including defenses arising out of violations of usury laws) of any Obligor, other than defenses arising out of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights in general and general equity principles;      (xxvii) which complies with the representations and warranties made with respect thereto by each applicable Seller in the Purchase Agreement and the Purchase and Contribution Agreement;      (xxviii) the Related Security of which is insured as required by the Transaction Documents and the Credit Manual;      (xxix) is not subordinated in any respect to any other Indebtedness of the relevant Obligor;      (xxx) the Outstanding Balance of which is less than the related Loan Commitment amount under the Loan Documents;      (xxxi) in respect of which no security deposit or reserve paid or created by the related Obligor exists; and      (xxxii) the Custodian File with respect to which shall have been delivered to the Custodian within two (2) Business Days following acquisition thereof by the Issuer.      " Enhancement " means, with respect to any Series of Notes, the rights and benefits provided directly to the Noteholders of such Series of Notes (or the Trustee on their behalf) pursuant to any Credit Enhancement.      " Enhancement Agreement " means any contract, agreement, insurance policy, surety bond, instrument or document (other than a Series Supplement) governing the terms of any Enhancement or pursuant to which any Enhancement is issued or outstanding.

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     " Enhancement Provider " means the Person providing any Enhancement as designated in the applicable Series Supplement, other than any Noteholders the Notes of which are subordinated to any class or Series of Notes.      " ERISA " shall mean the Employee Retirement Income Security Act of 1974, as amended, supplemented or otherwise modified and in effect from time to time, and the rules and regulations promulgated thereunder.      " ERISA Affiliate " shall mean, with respect to any Person, (i) any corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as such Person; (ii) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with such Person; or (iii) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as such Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above.      " ERISA Event " shall mean any of the following: (i) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; (ii) the receipt by such Person or any ERISA Affiliate from the Pension Benefit Guaranty Corporation or a plan administrator of any notice relating to an intention to terminate any Pension Plan or Pension Plans or to appoint a trustee to administer any Plan; (iii) the incurrence by such Person or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Pension Plan or Multiemployer Plan; (iv) any "reportable event" as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Pension Plan (other than an event for which the 30-day notice period is waived), (v) the incurrence by such Person or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or (vi) the receipt by such Person or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from such Person or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.      " Euroclear " shall mean Euroclear Bank S.A./N.V.      " Event of Bankruptcy " shall be deemed to have occurred with respect to a Person if:           (a) (i) a case or other proceeding shall be commenced, without the application or consent of such Person, before any Official Body, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or adjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts; or (ii) an order for relief in respect of such Person shall be entered in an involuntary case under the Federal bankruptcy laws or other similar laws now or hereafter in effect; or

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          (b) such Person shall (i) consent to the institution of any proceeding or petition described in clause (a) of this definition, or (ii) commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors shall vote to implement any of the foregoing.      " Event of Default " has the meaning specified in Section 11.1 .      " Exchange Act " means the Securities Exchange Act of 1934, as amended.      " Expected Final Settlement Date " means, with respect to any Series of Notes, the date, if any, stated in the applicable Series Supplement as the date on which such Series of Notes is expected to be paid in full.      " FDIC " means the Federal Deposit Insurance Corporation.      " Finance Charges " shall mean any finance, interest, late or similar charges or fees owing by an Obligor pursuant to the Obligor Notes and related Loan Documents.      " Fitch " means Fitch, Inc.      " Foreign Clearing Agency " shall mean Clearstream and Euroclear.      " GAAP " means those principles of accounting set forth in pronouncements of the Financial Accounting Standards Board, the American Institute of Certified Public Accountants and are applicable in the circumstances as of the date of a report, as such principles are from time to time supplemented and amended.      " Global Note " shall have the meaning specified in Section 2.19 .      " Grant " means the Issuer’s grant of a lien on and security interest in, to and under the Trust Estate as set forth in the Granting Clause of this Base Indenture.      " Holder " or " Noteholder " shall mean the Person in whose name a Note is registered in the Note Register and, if applicable, the holder of any Bearer Note or Coupon, as the case may be, or such other Person deemed to be a " Holder " or " Noteholder " in any related Series Supplement. Notwithstanding anything to the contrary contained here, in the event that the Noteholders under any Series shall have received all principal, interest and other sums owing to such Noteholders under the Notes and the other Transaction Documents and any sums shall be due to any Enhancement Providers under such Series, then such Enhancement Providers shall be deemed to be the Holders of such Notes for all purposes hereof.      " Indebtedness " shall mean, with respect to any Person, such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property other than

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accounts payable arising in the ordinary course of such Person’s business on terms customary in the trade, (iii) obligations, whether or not assumed, secured by liens on or payable out of the proceeds or production from, property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) Capitalized Lease obligations, (vi) net payment obligations to a counterparty under an Interest Rate Hedge Agreement, (vii) obligations under letters of credit or similar obligations and (viii) obligations of another Person of a type described in clauses (i) through (vii) above, for which such Person is obligated pursuant to a guaranty, put or similar arrangement.      " Indenture " means this Base Indenture, together with all Series Supplements, as the same may be amended, restated, modified or supplemented from time to time.      " Indenture Termination Date " shall have the meaning specified in Section 13.1 .      " Independent " means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Issuer, any other obligor upon the Notes, each Seller and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, any Seller or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, any Seller or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.      " Independent Certificate " means a certificate or opinion to be delivered to the Trustee and the Notice Persons under the circumstances described in, and otherwise complying with, the applicable requirements of Section 16.1 , prepared by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Trustee (in the exercise of reasonable care), and such opinion or certificate shall state that the signer has read the definition of "Independent" in this Indenture and that the signer is Independent within the meaning thereof.      " Initial Closing Date " means August 10, 2005.      " Initial Note Principal " means, with respect to any Series of Notes, the amount stated in the related Series Supplement.      " Interest Payment " means, for each Series of Notes Outstanding on any Settlement Date, all amounts to be paid from the related Settlement Account on such Settlement Date which represent payments of Monthly Interest (as defined in the applicable Series Supplement) on such Series of Notes.      " Interest Rate Hedge Agreement " means an ISDA interest rate cap agreement, ISDA interest rate swap agreement, ISDA interest rate ceiling agreement, ISDA interest rate floor agreement or any combination of the foregoing or other similar agreement entered into between the Issuer and the Interest Rate Hedge Provider named therein, including any schedules and confirmations prepared and delivered in connection therewith, pursuant to which recourse by the Interest Rate Hedge Provider to the Issuer is limited to the Trust Estate and the Available Distribution Amount which pursuant to the terms of the Indenture is available for such purpose, and otherwise in form and substance acceptable to the Required Persons for each Series.

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     " Interest Rate Hedge Provider " means any Eligible Interest Rate Hedge Counterparty or any counterparty to a cap, collar or other hedging instrument permitted to be entered into pursuant to this Indenture.      " Investment Company Act " means the Investment Company Act of 1940, as amended.      " Investment Earnings " means all interest and earnings (net of losses and investment expenses) accrued on funds on deposit in the Trust Accounts (except if otherwise provided with respect to any Series Account in the related Series Supplement).      " Investor Account " shall mean each of the Settlement Accounts.      " Issuer " is defined in the preamble of this Base Indenture.      " Issuer Obligations " means all principal and interest, at any time and from time to time, owing by the Issuer on the Notes and all costs, fees and expenses and other amounts owing or payable by, or obligations of, the Issuer under the Indenture and/or the Transaction Documents.      " Issuer Order " and " Issuer Request " means a written order or request signed in the name of the Issuer by any one of its Responsible Officers and delivered to the Trustee.      " Law " shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Official Body.      " Legal Final Settlement Date " is defined, with respect to any Series of Notes, in the applicable Series Supplement.      " Lien " shall mean any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the UCC or comparable law of any jurisdiction).      " Loan Commitment " means, with respect to any Obligor, the maximum aggregate amount required to be advanced to the related Obligor under the terms of the related Loan Documents.      " Loan Commitment to Book Value Ratio " means, with respect to any Obligor, the ratio of (i) the Obligor’s combined Loan Commitments to (ii) the related Book Value.      " Loan Document " means with respect to any Receivable, the related Obligor Note and any related loan agreements, security agreements, mortgages, acknowledgements (if required), financing statements and other documents, instruments, certificates or assignments (including amendments or modifications thereof) executed by the Obligor thereof or by another Person on the Obligor’s behalf or for the Obligor’s benefit in respect of such Receivable and related Obligor Note, including letters of credit, general or limited guaranties or other credit enhancement.

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     " Lockbox Account " initially, account number established at M&I.      " Loss " means, with respect to any Receivable, that for such Receivable the assets have been collected and the amount collected was insufficient to repay the Loan in full.      " M&I " means M&I Marshall & Ilsley Bank.      " Material Adverse Effect " shall mean any event or condition which would have a material adverse effect on (i) the collectibility of any material portion of the Receivables, (ii) the condition (financial or otherwise), businesses or properties of the Issuer, the Servicer or any Seller, (iii) the ability of the Issuer, the Servicer or any Seller to perform its respective obligations under the Transaction Documents to which it is a party, (iv) the Lien or other interests of the Trustee or any Secured Party in the Trust Estate or under the Transaction Documents or their rights, powers and remedies thereunder.      " Maximum Principal Amount " means, for each Series of Warehouse Notes, the meaning specified in the related Series Supplement.      " Monthly Noteholders’ Statement " means, with respect to any Series of Notes, a statement substantially in the form attached to the relevant Series Supplement, with such changes as the Servicer may determine to be necessary or desirable with the consent of the Required Persons for each Series; provided , however , that no such change shall serve to exclude information expressly required by this Base Indenture or any Series Supplement.      " Monthly Period " shall mean, unless otherwise defined in any Series Supplement, the period from and including the first day of a calendar month to and including the last day of a calendar month.      " Monthly Servicer Report " shall mean a report substantially in the form attached as Exhibit A to the Servicing Agreement or in such other form as shall be agreed between the Servicer and the Trustee, with the consent of the Required Persons for each Series.      " Moody’s " means Moody’s Investors Service.      " Multiemployer Plan " shall mean a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA with respect to which a Seller, the Issuer or any ERISA Affiliate of a Seller or the Issuer is making, is obligated to make, or has made or been obligated to make, contributions on behalf of participants who are or were employed by any of them.      " Net Yield Amount " means for any Monthly Period an amount equal to the excess of (A) the sum of collections with respect to Finance Charges plus Recoveries and any Investment Earnings over (B) the sum of (a) interest and fees (including program and facility fees if applicable) accrued for the current Monthly Period with respect to all Series and overdue interest and fees with respect to the Notes of all Series (together with, if applicable, interest on such overdue interest and fees at the rate specified in the accompanying Series Supplements), (b) accrued and unpaid Servicing Fees, Custodian fees and expenses, Premium and Trustee Fees and Expenses for such Monthly Period and (c) any other costs, expenses, or liabilities of the Issuer of

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any nature whatsoever incurred during such Monthly Period (except for the obligations of the Issuer to pay any principal on the Notes outstanding at such time or any Business Taxes)      " New Series Issuance " means any issuance of a new Series of Notes pursuant to Section 2.2 .      " New Series Issuance Date " shall have the meaning, with respect to any Series issued pursuant to a New Series Issuance, specified in Section 2.2 .      " New Series Issuance Notice " shall have the meaning, with respect to any Series issued pursuant to a New Series Issuance, specified in Section 2.2 .      " Non-U.S. Person " means a person who is not a "U.S. Person" as such term is defined in Regulation S.      " Note Interest " shall mean interest payable in respect of the Notes of any Series pursuant to the Series Supplement for such Series.      " Note Owner " means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or Foreign Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency or Foreign Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency or Foreign Clearing Agency).      " Note Principal " means, with respect to any Series, the principal payable in respect of the Notes of each Series pursuant to Article 5.      " Note Purchase Agreement " means, with respect to any Series, the note purchase agreement, private placement agreement, subscription agreement or other agreement pursuant to which the Issuer initially sells the Notes of such Series, as such agreement may be amended, supplemented or otherwise modified and in effect from time to time in accordance with the Transaction Documents.      " Note Rate " means, with respect to any Series of Notes (or, for any Series with more than one Class, for each Class of such Series), the annual rate at which interest accrues on the Notes of such Series of Notes (or formula on the basis of which such rate shall be determined) as stated in the applicable Series Supplement.      " Note Register " means the register maintained pursuant to Section 2.6(a) , providing for the registration of the Notes and transfers and exchanges thereof.      " Notes " shall mean any one of the notes (including the Bearer Notes, the Registered Notes or the Global Notes) issued by the Issuer, executed and authenticated by the Trustee substantially in the form (or forms in the case of a Series with multiple classes) of the note attached to the related Series Supplement or such other obligations of the Issuer deemed to be a " Note " in any related Series Supplement.

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     " Notice Persons " means, with respect to any Series of Notes, the Persons identified as such in the applicable Series Supplement.      " Obligor " shall mean, with respect to any Receivable, the Person or Persons directly or indirectly obligated to make payments with respect to such Receivable, including any guarantor thereof.      " Obligor Note " shall mean, with respect to any Operating Loan or Term Loan, the promissory note, instrument or other writing entered into by the related Obligor in connection with or evidencing the indebtedness of the Obligor under such Operating Loan or Term Loan.      " Officer’s Certificate " means a certificate signed by any Responsible Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 16.1 and delivered to the Trustee. Unless otherwise specified, any reference in this Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any Responsible Officer of the Issuer.      " Official Body " shall mean any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic, or any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles.      " Operating Loan " means any loan facility used to finance working capital and current or seasonal assets (e.g., inventories and accounts receivable) with an original maturity date of fourteen (14) months or less.      " Opinion of Counsel " means one or more written opinions of counsel to the Issuer, the Sellers or the Servicer who (except in the case of opinions regarding matters of organizational standing, power and authority, conflict with organizational documents, conflict with agreements other than Transaction Documents, qualification to do business, licensure and litigation or other proceedings) shall be external counsel, satisfactory to the Trustee and the applicable Notice Persons, which opinions shall comply with any applicable requirements of Section 16.1 , and shall be in form and substance satisfactory to the Trustee and the applicable Notice Persons, and shall be addressed to the Trustee and the applicable Notice Persons. An Opinion of Counsel may, to the extent same is based on any factual matter, rely on an Officer’s Certificate or a Cofina Officer’s Certificate as to the truth of such factual matter.      " Other Assets Especially Mentioned " means, with respect to any Receivable, that such Receivable has a UCS Score of "Other Assets Especially Mentioned" in accordance with the Credit Manual.      " Outstanding Balance " shall mean, with respect to any Receivable at any time, the then outstanding principal amount thereof, excluding any accrued and outstanding Finance Charges related thereto.

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     " Paying Agent " shall mean any paying agent appointed pursuant to Section 2.7 and shall initially be the Trustee.      " Pension Plan " shall mean a Benefit Plan described in Section 3(2) of ERISA.      " Perfection Representations " means the representations, warranties and covenants set forth in Schedule I attached hereto.      " Permitted Encumbrance " (a) with respect to the Issuer, any item described in clauses (iv ) or (vi) below and (b) with respect to any Seller, any item described in clauses (i) through (vii) below:      (i) liens, charges or other encumbrances for taxes and assessments which are not yet due and payable or which are being contested in good faith and for which reserves have been established, if required in accordance with GAAP;      (ii) liens of or resulting from any judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which a Seller shall at any time in good faith be prosecuting an appeal or proceeding for a review and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP;      (iii) with respect to Related Security, liens, charges or other encumbrances or priority claims incidental to the conduct of business or the ownership of properties and assets (including mechanics’, carriers’, repairers’, warehousemen’s and statutory landlords’ liens and liens to secure the performance of leases) and deposits, pledges or liens to secure statutory obligations, surety or appeal bonds or other liens of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money, provided in each case, the obligation secured is not overdue, or, if overdue, is being contested in good faith by appropriate actions or proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP;      (iv) liens, charges or encumbrances in favor of the Trustee, or otherwise created by the Issuer or any Seller (and assigned to the Trustee) pursuant to the Transaction Documents;      (v) liens, charges, imperfections in title or other encumbrances which, individually or in the aggregate, do not materially interfere with the rights under the Transaction Documents of the Trustee or any Secured Party in any of the Receivables;      (vi) any lien or security interest created in favor of the Issuer in connection with the purchase of the Receivables or Related Security by the Issuer pursuant to the Purchase Agreement (and assigned to the Trustee); and      (vii) any lien, charges or encumbrances on assets arising in the ordinary course of the business of an Obligor, such as purchase money security interests and easements with respect to real property.

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provided , however , that in each of clauses (i) through (iii) and (v) above there is no material risk of foreclosure against the applicable property and no risk of liability of the Secured Parties      " Permitted Investments " shall mean, unless otherwise provided in the Series Supplement with respect to any Series, any of the following (a) negotiable instruments or securities represented by instruments in bearer or registered or in book-entry form which evidence (i) direct obligations of, or obligations fully guaranteed by, the United States of America; (ii) obligations of any agency of the United States of America; (iii) certificates of deposit or bankers acceptances issued by, any depositary institution or trust company incorporated under the laws of the United States of America or any state thereof (or domestic branches of foreign banks) and subject to supervision and examination by Federal or state banking or depositary institution authorities; provided , however , that, at the time of investment or contractual commitment to invest therein, the certificates of deposit or short-term deposits, if any, or long-term unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depositary institution or trust company shall have a credit rating from Moody’s, Fitch and S&P of at least P-1, F1 and A-1, respectively, in the case of the certificates of deposit or short-term deposits, or a rating not lower than one of the two highest investment categories granted by Moody’s, Fitch and S&P; or (iv) investments in money market funds of a U.S. issuer (including those owned or managed by the Trustee or an Affiliate) rated in the highest investment category or otherwise approved in writing by Moody’s, Fitch and S&P; (b) demand deposits in any depositary institution or trust company (including those owned or managed by the Trustee) referred to in (a)(iii) above; (c) commercial paper (having original or remaining maturities of no more than 30 days) having, at the time of investment or contractual commitment to invest therein, a credit rating from Moody’s, Fitch and S&P of at least P-1, F1 and A-1, respectively; (d) Eurodollar time deposits having a credit rating from Moody’s, Fitch and S&P of at least P-1, F1 and A-1, respectively; (e) repurchase agreements involving any of the Permitted Investments described in clauses (a)(i), (a)(iv) and (d) of this definition so long as the other party to the repurchase agreement has at the time of investment therein, a rating from Moody’s, Fitch and S&P of at least P-1, F1 and A-1, respectively; and (f) any other investment permitted by the Required Persons for each Series and which satisfies the Rating Agency Condition, if applicable. Permitted Investments may be purchased by or through the Trustee and its Affiliates.      " Permitted Settlement Date Withdrawals " means, with respect to any Series of Notes, (i) on any Settlement Date, the amounts required to pay any shortfall in Interest Payments on such Series of Notes and any Scheduled Principal Payment Amounts in each case payable in respect of the related Settlement Period on such Settlement Date, after giving effect to all payments of the Available Distribution Amount; and (ii) on the "legal final settlement date" for each Series an amount equal to the lesser of (A) the outstanding principal balance of the Notes of such Series (after giving effect to all payments of the Available Distribution Amount on such Settlement Date) and (B) such Series’ pro rata portion of amounts then on deposit in the Spread Maintenance Account (calculated based on the outstanding principal balance of the Notes of such Series as a percentage of the outstanding principal balance of Notes of all Series, calculated as of the most recent Determination Date).

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     " Person " shall mean any corporation, limited liability company, natural person, firm, joint venture, partnership, trust, unincorporated organization, enterprise, government or any department or agency of any government.      " Physical Property " means banker’s acceptances, commercial paper, negotiable certificates of deposits and other obligations that constitute "instruments" within the meaning of Section 9-105(l)(i) of the applicable UCC and are susceptible to physical delivery and Certificated Securities.      " Potential Early Amortization Event " means any occurrence that is, or with notice or lapse of time or both would become, an Early Amortization Event.      " Premium " means, the fee or premium payable to an Enhancement Provider or to another Person specified in the related Series Supplement or Enhancement Agreement for guaranteeing all or a portion of the Notes of a Series (or a Class thereof).      " Principal Amortization Period " means, with respect to any Series of Notes, the period specified, if any, in the applicable Series Supplement.      " Principal Receivables " means the principal portion of the Receivables (other than Defaulted Receivables), excluding any Recoveries and any accrued and unpaid Finance Charges.      " Principal Terms " has the meaning specified in Section 2.2(b) .      " Proceeding " means any suit in equity, action at law or other judicial or administrative proceeding.      " Program Amount " means, with respect to any Series, the initial Note Balance of any such Series of Notes which are not Warehouse Notes and the Maximum Principal Amount of any Series of Warehouse Notes.      " Purchase Agreement " shall mean the Purchase and Sale Agreement, dated as of the Initial Closing Date, between Cofina Financial, LLC and the Issuer, as such agreement may be amended, supplemented or otherwise modified and in effect from time to time in accordance with the Transaction Documents.      " Purchase and Contribution Agreement " shall mean the Purchase and Contribution Agreement, dated as of the Initial Closing Date, among CFA, and the other Sellers from time to time party thereto and Cofina Financial, LLC, as purchaser, as such agreement may be amended, supplemented or otherwise modified and in effect form time to time in accordance with the Transaction Documents.      " Qualified Institution " means a depository institution or trust company, which may include the Trustee, organized under the laws of the United States or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank subject to regulation by a U.S. regulatory authority), which either (a) has corporate trust powers and at all times has a certificate of deposit rating of P-1 by Moody’s, F1 by Fitch and A-1 by Standard & Poor’s or a long-term unsecured debt obligation rating of at least A1 by Moody’s and at least A+ by Fitch

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and Standard & Poor’s and deposit insurance provided by either the Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund (" SAIF "), each administered by the FDIC, or (b) at all times has a certificate of deposit rating of at least P-1 by Moody’s, F1 by Fitch and A-1+ by Standard & Poor’s or a long-term unsecured debt obligation rating of at least Baa by Moody’s and of at least BBB by Fitch and Standard & Poor’s and deposit insurance as required by the FDIC or (c) a depository institution, which may include the Trustee, which is acceptable to each Rating Agency (if applicable) and the Required Persons for each Series.      " Rapid Amortization Period " means, with respect to any Series of Notes, the period specified as such, if any, in the applicable Series Supplement.      " Rating Agency " means, with respect to each outstanding Series of Notes, the rating agency or agencies, if any, selected by the Issuer to rate all or a portion of such Series of Notes or any Class thereof, as specified in the related Series Supplement.      " Rating Agency Condition " shall mean, unless otherwise provided in a Series Supplement, with respect to any action, that each Rating Agency rating any Series shall have notified the Issuer and the Trustee in writing that such action will not result in a reduction or withdrawal of the then current rating of any outstanding Series or Class thereof with respect to which it is a Rating Agency. Satisfaction of the Rating Agency Condition shall be an expense of the Issuer unless otherwise provided herein or in any Series Supplement.      " Receivable " shall mean the indebtedness of any Obligor under or with respect to an Obligor Note, whether constituting an account, chattel paper, an instrument, a general intangible, payment intangible, promissory note or otherwise, and shall include (i) the right to payment of such indebtedness and any interest or finance charges and other obligations of such Obligor with respect thereto (including, without limitation, the principal amount of such indebtedness, periodic finance charges, late fees and returned check fees), (ii) all proceeds of, and payments or Collections on, under or in respect of any of the foregoing and (iii) all Related Security with respect thereto. Notwithstanding the foregoing, upon release from the Trust Estate pursuant to Section 2.14 , a Removed Receivable shall no longer constitute a Receivable.      " Receivable Balance " shall mean, with respect to any Receivable, the outstanding principal amount thereof, excluding any accrued and outstanding Finance Charges related thereto.      " Receivable Balance to Stressed Realizable Value " means, with respect to any Obligor, the ratio of (i) the Obligor’s combined Receivable Balances to (ii) the related Stressed Realizable Value.      " Receivables File " shall have the meaning specified in the Purchase Agreement.      " Record Date " means, unless otherwise specified in the applicable Series Supplement, with respect to any Series of Notes and any Settlement Date, the fifth Business Day preceding such Settlement Date.      " Records " shall mean all Obligor Notes and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data

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processing software and related property and rights) maintained with respect to the Receivables and the related Obligors.      " Recoveries " shall mean all amounts or payments received by the Servicer with respect to Receivables which have previously become Defaulted Receivables, net of reasonable expenses of collection.      " Redemption Date " means (a) in the case of a redemption of the Notes pursuant to Section 15.1 , the Settlement Date specified by the Servicer or the Issuer pursuant to Section 15.1 or (b) the date specified for a Series pursuant to redemption provisions of the related Series Supplement.      " Redemption Price " means in the case of a redemption of the Notes pursuant to Section 15.1 , an amount equal to the unpaid principal amount of each class of Notes being redeemed plus accrued and unpaid interest thereon to but excluding the Redemption Date and any other amounts due to Noteholders and any Enhancement Provider.      " Registered Notes " shall have the meaning specified in Section 2.1 .      " Related Security " means, with respect to any Receivable (i) all of the related Seller’s or the Issuer’s right, title and interest in, to or under (a) the Obligor Note evidencing such Receivable and to Loan Documents and other agreements that relate to such Receivable, (b) the insurance policies, if any, relating to such Receivable including, without limitation, the right to terminate such policies and to receive unearned premiums payable upon such termination, and rights to loss payments under such insurance policies, (c) all guaranties, letters of credit and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable, (d) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable whether pursuant to the Obligor Note related to such Receivable or otherwise, and (ii) all proceeds of, and payments or collections on, under or in respect of, any of the foregoing.      " Removed Receivables " means any Receivable which is purchased or repurchased (i) by the Servicer pursuant to the last paragraph of Section 2.11 of the Servicing Agreement or (ii) by any Seller pursuant to the terms of the Purchase Agreement or the Purchase and Contribution Agreement.      " Required Noteholders " means the Holders of Notes of all Series, voting together without regard to Class or Series, representing in excess of 50% of the aggregate principal balance of all Notes of all Series.      " Required Persons " means, with respect to any Series of Notes, the Persons identified as such in the applicable Series Supplement.      " Required Spread Maintenance Reserve Amount " means, for each Settlement Period (determined as of the last day of each Monthly Period), an amount equal to the sum (without duplication) of (I) (i) the product of (a) the positive excess (if any) of (A) the sum of 1.25% plus the percentage equivalent of a fraction, the numerator of which is the amount described in clause (B) of the definition of Net Yield Amount and the denominator of which is the aggregate

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Outstanding Balances of all Eligible Receivables over (B) the Weighted Average Interest Rate times (b) the Weighted Average Life of the Receivables times (c) the aggregate outstanding Note Balance for all Series, (II) the sum for each Operating Loan which is an Eligible Receivable at such time of the product of (a) the positive excess (if any) of (A) the sum of 0.25% plus the percentage equivalent of a fraction, the numerator of which is the amount described in clause (B) of the definition of Net Yield and the denominator of which is the aggregate Outstanding Balance of all Eligible Receivables over (B) the interest rate for such Operating Loan times (b) the Outstanding Balance of such Operating Loan times (c) the remaining term to maturity of such Operating Loan, expressed in years and (III) the sum for each Term Loan which is an Eligible Receivable at such time of the product of (a) the positive excess (if any) of (A) the sum of 0.50% plus the percentage equivalent of a fraction, the numerator of which is the amount described in clause (B) of the definition of Net Yield and the denominator of which is the Outstanding Balance of all Eligible Receivables over (B) the interest rate for such Term Loan times (b) the Outstanding Balance of such Term Loan times (c) the remaining term to maturity of such Term Loan, expressed in years.      " Requirements of Law " shall mean, as to any Person, the organizational documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Official Body, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.      " Responsible Officer " shall mean, with respect to any Person, the Chairman, the President, the Controller, any Vice President, the Secretary, the Treasurer, or any other officer of such Person customarily performing functions similar to those performed by any of the above-designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.      " Restricted Period " shall have, with respect to any Series of Notes, the meaning designated as the " Restricted Period ," if any, in the related Series Supplement.      " Revolving Period " means, with respect to any Series of Notes, the period specified as such in the applicable Series Supplement.      " Risk Capital Limit " means, (i) for any Obligor with an "A1" or "A2" UCS Score, the amount determined by multiplying (A) 0.25 times (B) the sum of (I) the amount identified as "Total Capital" of Cofina on Cofina’s most recently delivered audited balance sheet plus (II) the amount identified as "Loan Loss Reserves" on Cofina’s most recently delivered audited balance sheet, (ii) for any Obligor with an "A3" UCS Score, the amount determined by multiplying (A) 0.20 times (B) the sum of (I) the amount identified as "Total Capital" of Cofina on Cofina’s audited balance sheet plus (II) the amount identified as "Loan Loss Reserves" on Cofina’s most recently delivered audited balance sheet, and (iii) for any Obligor with a UCS Score below "A3", the amount determined by multiplying (A) 0.15 times (B) the sum of (I) the amount identified as "Total Capital" of Cofina on Cofina’s most recently delivered audited balance sheet plus (II) the amount identified as "Loan Loss Reserves" on Cofina’s most recently delivered audited balance sheet.

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     " S&P " or " Standard & Poor’s " means Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc.      " Scheduled Principal Payment Amount " means, with respect to any Series of Notes, the amount identified as such in the related Series Supplement.      " Secured Parties " is defined in Granting Clause of this Base Indenture.      " Securities Act " means the Securities Act of 1933, as amended.      " Sellers " shall mean (i) CFA, CHS and any additional Sellers approved in writing by the Required Persons for each Series that become a party to the Purchase and Contribution Agreement pursuant to the terms thereof, and each of their successors and permitted assigns and (ii) Cofina Financial, LLC and its successors and permitted assigns under the Purchase Agreement.      " Series Account " shall mean any account or accounts established pursuant to a Series Supplement for the benefit of the related Series.      " Series Closing Date " means, with respect to any Series of Notes, the date of issuance of such Series of Notes, as specified in the applicable Series Supplement.      " Series of Notes " or " Series " means any Series of Notes issued and authenticated pursuant to the Base Indenture and a related Series Supplement, which may include within any Series multiple Classes of Notes, one or more of which may be subordinated to another Class or Classes of Notes.      " Series Early Amortization Event " has the meaning, with respect to any Series of Notes, specified in the related Series Supplement.      " Series Supplement " means a supplement to this Base Indenture complying with the terms of Section 2.2 of this Base Indenture or a Supplement, as such supplement may be amended, supplemented or otherwise modified and in effect from time to time in accordance with the Transaction Documents.      " Series Temporary Regulation S Global Note " means, with respect to any Series of Notes, the notes designated as such, if any, in the related Series Supplement.      " Series Termination Date " means, with respect to any Series of Notes, the date specified as such in the applicable Series Supplement.      " Series Transfer Date " shall mean the Business Day immediately prior to each Settlement Date.      " Servicer " shall mean initially Cofina Financial, LLC and its permitted successors and assigns and thereafter any Person appointed as successor Servicer as provided in the Servicing Agreement.

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     " Servicer Default " has the meaning specified in Section 2.04 of the Servicing Agreement.      " Servicing Agreement " means the Servicing Agreement, dated as of the Initial Closing Date, among the Issuer, the Servicer and the Trustee, as the same may be amended or supplemented from time to time in accordance with the Transaction Documents.      " Servicing Fee " means, for any Monthly Period, an amount equal to the product of (i) 0.25% multiplied by (ii) the average aggregate Outstanding Balance of Eligible Receivables multiplied by (iii) the actual number of days in such Monthly Period divided by 365, or such other fee as shall apply pursuant to Section 2.02(b) of the Servicing Agreement.      " Servicing Officer " shall mean any officer of the Servicer involved in, or responsible for, the administration and servicing of the Receivables whose name appears on a list of servicing officers furnished to the Trustee by the Servicer, as such list may from time to time be amended.      " Settlement Account " shall have the meaning specified in Section 5.3(d) .      " Settlement Date " means September 20, 2005 and the twentieth day of each calendar month thereafter, or if such twentieth day is not a Business Day, the next succeeding Business Day.      " Settlement Period " means, with respect to any with respect to any Settlement Date, the Monthly Period prior to the calendar month in which such Settlement Date occurs (or, in the case of the first Settlement Date, the period from and including the Closing Date to and including August 31, 2005).      " Spread Maintenance Account " shall have the meaning specified in Section 5.3(c) .      " Stressed Realizable Value " means, with respect to any Receivable, the value of all Related Security with respect thereto as calculated by the Servicer in accordance with the Credit Manual using the Obligor’s most recent monthly financial statements received by the Servicer.      " Subsequently Transferred Receivables " has the meaning set forth in the Purchase Agreement.      " Subsidiary " of a Person shall mean any Person more than 50% of the outstanding voting interests of which shall at any time be owned or Controlled, directly or indirectly, by such Person or by one or more Subsidiaries of such Person or any similar business organization which is so owned or Controlled.      " Substandard " means, with respect to any Receivable, one which has a UCS Score of "adverse" and is classified as Doubtful or Loss in accordance with the Credit Manual.      " Supplement " means a supplement to this Base Indenture complying with the terms of Article 13 of this Base Indenture.      " Supplemental Principal Payment Amount " means, with respect to any Series of Notes, the amount determined in accordance with the related Series Supplement.

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     " Tax Opinion " means, with respect to any action or event, an Opinion of Counsel to the effect that, for United States federal income tax purposes (x) in connection with the initial issuance of a Series of Notes, if so specified in the related Series Supplement, such Notes constitute indebtedness and (y) such action or event will not adversely affect the tax characterization of Notes of any outstanding Series or Class of Notes issued to investors as debt and (b) such action or event will not give rise to a taxable event for any Secured Party or the Issuer.      " Term Loan " means any loan facility which is not an Operating Loan used for the purpose of purchasing fixed assets, expansion, remodeling, or building working capital.      " Title IV Plan " shall mean a Pension Plan (other than a Multiemployer Plan) that is covered by Title IV of ERISA and that a Seller, the Issuer or an ERISA Affiliate maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by any of them.      " Transaction Documents " means, collectively, this Base Indenture, each Series Supplement, the Notes, the Servicing Agreement, the Purchase and Contribution Agreement, the Purchase Agreement, each Enhancement Agreement, the Note Purchase Agreement for each Series, and the related Fee Letter (as defined in the related Note Purchase Agreement), the Custodian Agreement, the certificate of formation and limited liability company agreement of the Issuer and any agreements of the Issuer relating to the issuance or the purchase of any Notes.      " Transfer Agent and Registrar " shall have the meaning specified in Section 2.6 and shall initially be the Trustee.      " Trust Account " is defined in the Granting Clause to this Base Indenture.      " Trust Estate " is defined in the Granting Clause to this Base Indenture.      " Trust Indenture Act " or " TIA " means the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided.      " Trust Officer " shall mean any officer within the Corporate Trust Office (or any successor group of the Trustee), including any Vice President, any Managing Director, any Assistant Vice President, any Secretary, any Assistant Treasurer, any Assistant Secretary or any other officer of the Trustee customarily performing functions similar to those contemplated by the Transaction Documents or performed by any person who at the time shall be an above-designated officer and also, with respect to a particular matter, any other officer to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case who is responsible for the administration of this Indenture.      " Trustee " shall mean initially U.S. Bank National Association and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee appointed in accordance with the provisions of this Base Indenture.

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     " Trustee Fees and Expenses " means, for any Series Transfer Date, the amount of accrued and unpaid fees and reasonable expenses of the Trustee, subject to the limitations set forth in the applicable fee letters executed by the Issuer or the Servicer and the Trustee with respect to each Series.      " UCC " shall mean, with respect to any jurisdiction, the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in such jurisdiction.      " UCS Score " shall mean the score or classification, as determined for each Receivable in accordance with the Credit Manual as in effect from time to time with such changes as shall be approved by the loan committee of Cofina and the Required Persons for each Series.      " Unfunded Pension Liability " shall mean, at any time, the aggregate amount, if any, of the sum of (a) the amount by which the present value of all accrued benefits under each Title IV Plan exceeds the fair market value of all assets of such Title IV Plan allocable to such benefits, all determined as of the most recent valuation date for each such Title IV Plan using the actuarial assumptions for funding purposes in effect under such Title IV Plan (and not the assumptions used by the Pension Benefit Guaranty Corporation in calculating such amounts), and (b) for a period of five years following a transaction that might reasonably be expected to be covered by Section 4069 of ERISA, the liabilities (whether or not accrued) that could be avoided by a Seller or any ERISA Affiliate as a result of such transaction.      " U.S. " or " United States " means the United States of America and its territories.      " U.S. Government Obligations " means direct obligations of the United States of America, or any agency or instrumentality thereof for the payment of which the full faith and credit of the United States of America is pledged as to full and timely payment of such obligations.      " VFN Series " means Series 2005-A and, with the consent of the Required Persons for each outstanding VFN Series, any other Series of variable funding notes.      " Warehouse Note " means any Series of Notes that have a Revolving Period during which scheduled amortizing payments of principal are not scheduled to be made.      " Weighted Average Life " means, for each Settlement Period (determined as of the last day of each Monthly Period), the sum, for all Receivables, of the amount determined in respect of each Receivable by multiplying (i) a fraction, the numerator of which is the Outstanding Balance of such Receivable and the denominator of which is the Outstanding Balance of all Receivables, times (ii) the remaining term to maturity of such Receivable, expressed in years.      " Weighted Average Interest Rate " means, for each Settlement Period (determined as of the last day of each Monthly Period), the sum, for all Receivables, of the amount determined in respect of each Receivable by multiplying (i) a fraction, the numerator of which is the Outstanding Balance of such Receivable and the denominator of which is the Outstanding Balance of all Receivables, times (ii) the applicable interest rate for such Receivable.

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     " Withdrawal Liability " shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA.      " written " or " in writing " means any form of written communication, including, without limitation, by means of telex, telecopier device, telegraph or cable.       Section 1.2 . Incorporation by Reference of Trust Indenture Act . Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture, except to the extent that the Trustee has been advised by an Opinion of Counsel that the Indenture does not need to be qualified under the TIA or such provision is not required under the TIA to be applied to this Indenture in light of the outstanding Notes. The following TIA terms used in this Indenture have the following meanings:           "Commission" means the Securities and Exchange Commission.           "indenture securities" means the Notes.           "indenture security holder" means a Noteholder.           "indenture to be qualified" means this Indenture.           "indenture trustee" or "institutional trustee" means the Trustee.           "obligor" on the indenture securities means the Issuer and any other obligor on the indenture securities.      All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.       Section 1.3 . Cross-References . Unless otherwise specified, references in this Indenture and in each other Transaction Document (other than any Enhancement Agreement) to any Article or Section are references to such Article or Section of this Indenture or such other Transaction Document, as the case may be, and, unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.       Section 1.4 . Accounting and Financial Determinations; No Duplication . Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this Indenture, such determination or calculation shall be made, to the extent applicable and except as otherwise specified in this Indenture, in accordance with GAAP applied on a consistent basis When used herein, the term "financial statement" shall include the notes and schedules thereto. All accounting determinations and computations hereunder or under any other Transaction Documents shall be made without duplication.

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      Section 1.5 . Rules of Construction . In this Indenture, unless the context otherwise requires:      (i) "or" is not exclusive;      (ii) the singular includes the plural and vice versa;      (iii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Indenture, and reference to any Person in a particular capacity only refers to such Person in such capacity;      (iv) reference to any gender includes the other gender;      (v) reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;      (vi) "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; and      (vii) with respect to the determination of any period of time, "from" means "from and including" and "to" means "to but excluding".       Section 1.6 . Other Definitional Provisions .           (a) All terms defined in any Series Supplement or this Base Indenture shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Capitalized terms used but not defined herein shall have the respective meaning given to such term in the Servicing Agreement.           (b) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Base Indenture or any Series Supplement shall refer to this Base Indenture or such Series Supplement as a whole and not to any particular provision of this Base Indenture or any Series Supplement; and Section, subsection, Schedule and Exhibit references contained in this Base Indenture or any Series Supplement are references to Sections, subsections, Schedules and Exhibits in or to this Base Indenture or any Series Supplement unless otherwise specified. ARTICLE 2. THE NOTES       Section 2.1 . Designation and Terms of Notes . Subject to Sections 2.16 and 2.19 , the Notes of each Series and any Class thereof may be issued in bearer form (the " Bearer Notes ") with attached interest coupons and a special coupon (collectively, the " Coupons ") or in fully registered form (the " Registered Notes "), and shall be substantially in the form of exhibits with respect thereto attached to the applicable Series Supplement, with such appropriate insertions,

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omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such restrictions, legends or endorsements placed thereon and shall bear, upon their face, the designation for such Series to which they belong so selected by the Issuer, all as determined by the officers executing such Notes, as evidenced by their execution of the Notes; provided , however , that Bearer Notes shall be issued only in conformity with applicable laws and regulations, including the applicable Bearer Rules. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. All Notes of any Series shall, except as specified in the related Series Supplement, be pari passu and equally and ratably entitled as provided herein to the benefits hereof (except that, unless otherwise provided for in a related Series Supplement, the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Base Indenture and the related Series Supplement. If specified in the Series Supplement for any Series, the related Notes shall be issued upon initial issuance as a single note as described in Section 2.16 in an original principal amount equal to the maximum Note Principal of such Series and Class. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. Each Series of Notes shall be issued in the minimum denominations set forth in the related Series Supplement.       Section 2.2 . New Series Issuances . The Notes may be issued in one or more Series. Each Series of Notes shall be created by a Series Supplement.           (a) The Issuer may effect the issuance of one or more Series of Notes after the Initial Closing Date (a " New Series Issuance ") from time to time by notifying the Trustee in writing at least ten Business Days in advance (a " New Series Issuance Notice ") of the date upon which the New Series Issuance is to occur (a " New Series Issuance Date "). Any New Series Issuance Notice shall state the designation of any Series (and Classes thereof, if applicable) to be issued on the New Series Issuance Date and, with respect to each such Series: (a) its initial outstanding principal amount, and (b) that the Enhancement Provider with respect to such Series (if any). On the related New Series Issuance Date, the Issuer shall execute and the Trustee shall authenticate and deliver any such Series of Notes only upon delivery to it of the following:      (i) an Issuer Order (accompanied by the applicable Note or Notes executed by the Issuer) authorizing and directing the authentication and delivery of the Notes of such new Series by the Trustee and specifying the designation of such new Series and the aggregate principal amount of Notes of such new Series (and Classes) to be authenticated with respect to such new Series;      (ii) a Series Supplement executed by the Issuer and the Trustee and specifying the Principal Terms of such new Series;      (iii) the related Enhancement;      (iv) the related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee;

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     (v) unless otherwise specified in the related Series Supplement, a Tax Opinion with respect to the issuance of such Series, subject to the assumptions and qualifications stated therein, dated the applicable Series Closing Date;      (vi) written confirmation that the Rating Agency Condition with respect to each outstanding Series of Notes shall have been satisfied with respect to such issuance (or, if there is no applicable Rating Agency, if the Funding Agent consents in writing);      (vii) an Officer’s Certificate that on such New Series Issuance Date, after giving effect to such New Series Issuance, no Borrowing Base Deficiency will exist;      (viii) evidence that each of the parties to the Transaction Documents (other than any Series Supplement, Enhancement Agreement or other Transaction Document relating solely to another Series of Notes) has covenanted and agreed that, prior to the date which is one year and one day after the payment in full of the latest maturing Note, it will not institute against, or join with any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; and      (ix) any consents required pursuant to Section 13.1 or otherwise. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Notes. There is no limit to the number of New Series Issuances that may be performed under the Indenture.           (b) In conjunction with each New Series Issuance, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to any newly issued Series of Notes, which may include, as applicable: (i) its name or designation, (ii) the initial aggregate principal amount of Notes of such Series or a method for calculating the principal and a method for determining principal for any Series with variable principal amount, (iii) the portion of the Trust Estate to be allocated with respect to such Series and the provisions governing such allocations, (iv) the Note Rate (or the method for calculating such Note Rate) with respect to such Series, (v) the Closing Date, (vi) each Rating Agency rating such Series, (vii) the name of the Clearing Agency, if any, (viii) the date or dates from which interest shall accrue, including the interest accrual period, (ix) the periods during which or dates on which principal will be paid or accrued, (x) the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Notes of such Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charges and Recoveries, (xi) any other Collections with respect to Receivables or other amounts available to be paid with respect to such Series, (xii) the names of any accounts to be used by such Series and the terms governing the operation of any such account and use of moneys therein, (xiii) the Series Termination Date, (xiv) the terms of the Enhancement with respect to such Series and the Enhancement Provider (if any), (xv) the terms on which the Notes of such Series may be repurchased, refinanced, defeased or remarketed to other investors, (xvi) any deposit into any account provided for such Series, (xvii) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xviii) the extent to which the Notes will be issuable in temporary or

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permanent global form, (xix) whether the Notes may be issued in bearer form and any limitations imposed thereon, (xx) the subordination, if any, of such Series with respect to any other Series, (xxi) transfer restrictions applicable to Notes of such Series and (xxii) any other relevant terms of such Series of Notes (all such terms, the " Principal Terms " of such Series).           (c) The terms of such Series Supplement may modify or amend the terms of this Indenture solely as applied to such new Series.       Section 2.3. [ Reserved ] .       Section 2.4. Execution and Authentication .           (a) Each Note shall be executed by manual or facsimile signature by the Issuer. Notes bearing the manual or facsimile signature of the individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Issuer shall not be rendered invalid, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Notes or does not hold such office at the date of such Notes. Unless otherwise provided in the related Series Supplement, no Notes shall be entitled to any benefit under this Indenture, or be valid for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by or on behalf of the Trustee by the manual signature of a duly authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.           (b) Pursuant to Section 2.2 , the Issuer shall execute and the Trustee shall authenticate and deliver a Series of Notes having the terms specified in the related Series Supplement, upon the written order of the Issuer, to the purchasers thereof, the underwriters for sale or to the Issuer for initial retention by it, in each case, in authorized denominations. If specified in the related Series Supplement for any Series, the Issuer shall execute and the Trustee shall authenticate and deliver the Global Note that is issued upon original issuance thereof, upon the written order of the Issuer, to the Depository against payment of the purchase price therefor. If specified in the related Series Supplement for any Series, the Issuer shall execute and the Trustee shall authenticate Book-Entry Notes that are issued upon original issuance thereof, upon the written order of the Issuer, to a Clearing Agency or its nominee as provided in Section 2.16 against payment of the purchase price thereof.           (c) All Notes shall be dated and issued as of the date of their authentication except Bearer Notes which shall be dated the applicable issuance date as provided in the related Series Supplement.           (d) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.13 together with a written statement (which need not comply with Section 16.1 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

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      Section 2.5 . Authenticating Agent .           (a) The Trustee may appoint one or more authenticating agents with respect to the Notes which shall be authorized to act on behalf of the Trustee in authenticating the Notes in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Notes. Whenever reference is made in this Indenture to the authentication of Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent must be acceptable to the Issuer.           (b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Trustee or such authenticating agent.           (c) An authenticating agent may at any time resign by giving written notice of resignation to the Trustee, the Notice Persons, and to the Issuer. The Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Trustee or the Issuer, the Trustee promptly may appoint a successor authenticating agent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Issuer.           (d) The Issuer agrees to pay each authenticating agent from time to time reasonable compensation for its services under this Section 2.5 .           (e) Pursuant to an appointment made under this Section 2.5 , the Notes may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form:      This is one of the certificates described in the Indenture.

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

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which, subject to such reasonable regulations as it may prescribe, the Transfer Agent and Registrar shall provide for the registration of the Notes of each Series (unless otherwise provided in the related Series Supplement) and registrations of transfers and exchanges of the Notes as herein provided. The Trustee is hereby initially appointed Transfer Agent and Registrar for the purposes of registering the Notes and transfers and exchanges of the Notes as herein provided. If a Person other than the Trustee is appointed by the Issuer as Transfer Agent and Registrar, the Issuer will give the Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the location, and any change in the location, of the Note Register, and the Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by a Responsible Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. If any form of Note is issued as a Global Note, the Trustee may, or if and so long as any Series of Notes are listed on the Luxembourg Stock Exchange, and such exchange shall so require, the Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Indenture to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Trustee shall be permitted to resign as Transfer Agent and Registrar upon 30 days’ written notice to the Servicer. In the event that the Trustee shall no longer be the Transfer Agent and Registrar, the Issuer shall appoint a successor Transfer Agent and Registrar.           (ii) Upon surrender for registration of transfer of any Note at any office or agency of the Transfer Agent and Registrar if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, subject to the provisions of Section 2.6(b) , and the Trustee shall authenticate and deliver, and the applicable Noteholder shall obtain from the Trustee, in the name of the designated transferee or transferees, one or more new Notes in authorized denominations of like aggregate principal amount; provided , that the provisions of this paragraph shall not apply to Bearer Notes.           (iii) All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.           (iv) At the option of a Noteholder, Notes may be exchanged for other Notes of the same Series of the same Class in authorized denominations of like aggregate principal amount, upon surrender of the Notes to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. At the option of any Holder of Registered Notes, Registered Notes may be exchanged for other Registered Notes of the same Series in authorized denominations of like aggregate principal amounts, upon surrender of the Registered Notes to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. Registered Notes may not be exchanged for Bearer Notes. At the option of any Holder of Bearer Notes, subject to applicable laws and regulations (including without limitation, the Bearer Rules), Bearer Notes may be exchanged for other Bearer Notes or Registered Notes of the same Series in authorized denominations of like aggregate principal amounts, in the manner specified in the Series Supplement for such Series, upon surrender of the Bearer Notes to be exchanged at an office or agency of the Transfer Agent and Registrar located

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outside the United States. Each Bearer Note surrendered pursuant to this Section 2.6 shall have attached thereto (or be accompanied by) all unmatured Coupons, provided that any Bearer Note so surrendered after the close of business on the Record Date preceding the relevant Settlement Date after the related Series Termination Date need not have attached the Coupons relating to such Settlement Date.           (v) Whenever any Notes of any Series are so surrendered for exchange, if the requirements of Section 8-401(1) of the UCC are met the Issuer shall execute and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver and the Noteholders shall obtain from the Trustee, the Notes of such Series which the Noteholder making the exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form satisfactory to the Trustee and the Transfer Agent and Registrar duly executed by the Noteholder thereof or his attorney-in-fact duly authorized in writing.           (vi) The preceding provisions of this Section 2.6 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the exchange of any Global Note of any Series for a Definitive Note or the transfer of or exchange any Note of any Series for a period of five Business Days preceding the due date for any payment with respect to the Notes of such Series or during the period beginning on any Record Date and ending on the next following Settlement Date.           (vii) Unless otherwise provided in the related Series Supplement, no service charge shall be made for any registration of transfer or exchange of Notes, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Notes.           (viii) All Notes (together with any Coupons attached to Bearer Notes) surrendered for registration of transfer and exchange shall be canceled by the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Note upon its exchange in full for Definitive Notes in accordance with its customary procedures.           (ix) Upon written direction, the Issuer shall deliver to the Trustee or the Transfer Agent and Registrar, as applicable, Bearer Notes and Registered Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Indenture and the Notes.           (x) Prior to due presentment for registration of transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered (as of the day of determination) as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

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          (xi) Notwithstanding any other provision of this Section 2.6 , the typewritten Note or Notes representing Book-Entry Notes for any Series may be transferred, in whole but not in part, only to another nominee of the Clearing Agency or Foreign Clearing Agency for such Series, or to a successor Clearing Agency or Foreign Clearing Agency for such Series selected or approved by the Issuer or to a nominee of such successor Clearing Agency or Foreign Clearing Agency, only if in accordance with this Section 2.6 .           (xii) If the Notes are listed on the Luxembourg Stock Exchange, the Trustee or the Luxembourg Agent, as the case may be, shall send to the Issuer upon any transfer or exchange of any Note information reflected in the copy of the register for the Notes maintained by the Registrar or the Luxembourg Agent, as the case may be.           (xiii) By its acceptance of a Note, each Noteholder and Note Owner shall be deemed to have represented and warranted that either (i) it is not an employee benefit plan subject to ERISA, a "plan" described in Section 4975 of the Code, an entity deemed to hold the assets of any such plan or a governmental plan (as defined in Section 3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA for which no election has been made under Section 410(d) of the Code) subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code or (ii) its purchase and holding of the Note will not, throughout the term of its holding an interest therein, constitute a non-exempt "prohibited transaction" under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental plan or a non-electing church plan (as described above), any substantially similar applicable law).           (b) Unless otherwise provided in the related Series Supplement, registration of transfer of Registered Notes containing a legend relating to the restrictions on transfer of such Registered Notes (which legend shall be set forth in the Series Supplement relating to such Notes) shall be effected only if the conditions set forth in such related Series Supplement are satisfied.           (c) The Transfer Agent and Registrar will maintain at its expense in the city in which the Corporate Trust Office is located (and subject to this Section 2.6 , if specified in the related Series Supplement for any Series, any other city designated in such Series Supplement) an office or offices or an agency or agencies where Notes of such Series may be surrendered for registration of transfer or exchange (except that Bearer Notes may not be surrendered for exchange at any such office or agency in the United States, but may be surrendered for exchange at such office or agency outside the United States as shall be specified in the related Supplement).       Section 2.7 . Appointment of Paying Agent .           (a) The Paying Agent shall make payments to the Secured Parties from the amounts delivered to the Paying Agent by the Trustee from the appropriate account or accounts maintained for the benefit of the Secured Parties as specified in this Base Indenture or the related Series Supplement for any Series pursuant to Articles 5 and 6 . The Required Noteholders may remove the Paying Agent if the Required Noteholders determine that the Paying Agent shall have failed to perform its obligations under this Indenture in any material respect or for other

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good cause. The Paying Agent, unless the Series Supplement with respect to any Series states otherwise, shall initially be the Trustee. The Trustee shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Servicer, the Issuer and the Notice Persons. In the event that the Trustee shall no longer be the Paying Agent, the Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company).      If specified in the related Series Supplement for any Series, so long as the Notes of such Series are outstanding, the Issuer shall maintain a co-paying agent in the city of the Corporate Trust Office or any other city designated in such Series Supplement. Any reference in this Indenture to the Paying Agent shall include any co-paying agent unless the context requires otherwise. For so long as any Bearer Notes are outstanding, the Issuer shall maintain a Paying Agent and a Transfer Agent and Registrar outside the United States (as defined in Section 2.6(c) ).           (b) The Trustee shall cause each Paying Agent (other than itself) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent will hold all sums, if any, held by it for payment to the Secured Parties in trust for the benefit of the Secured Parties entitled thereto until such sums shall be paid to such Secured Parties and shall agree, and if the Trustee is the Paying Agent it hereby agrees, that it shall comply with all requirements of the Code regarding the withholding of payments in respect of Federal income taxes due from Note Owners or other Secured Parties.       Section 2.8 . Paying Agent to Hold Money in Trust .           (a) The Issuer will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:      (i) hold all sums held by it for the payment of amounts due with respect to the Issuer Obligations in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;      (ii) give the Trustee and each Notice Person written notice of any default by the Issuer (or any other obligor under the Issuer Obligations) of which it (or, in the case of the Trustee, a Trust Officer) has actual knowledge in the making of any payment required to be made with respect to the Notes;      (iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent;      (iv) immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of the Issuer Obligations if at any time it ceases to meet the standards required to be met by a Trustee hereunder at the time of its appointment; and

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     (v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Issuer Obligations of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.           (b) The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.           (c) Subject to applicable laws with respect to escheat of funds, any money held by the Trustee, any Paying Agent or any Clearing Agency in trust for the payment of any amount due with respect to any Issuer Obligation and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request; and the holder of such Issuer Obligation shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Trustee, such Paying Agent or such Clearing Agency with respect to such trust money shall thereupon cease; provided , however , that the Trustee, such Paying Agent or such Clearing Agency, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City and, if the related Series of Notes has been listed on the Luxembourg Stock Exchange, and if the Luxembourg Stock Exchange so requires, in a newspaper customarily published on each Luxembourg business day and of general circulation in Luxembourg City, Luxembourg, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Trustee may also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment.       Section 2.9 . Private Placement Legend .      Unless otherwise provided for in a Series Supplement, in addition to any legend required by Section 2.16 , each Note shall bear a legend in substantially the following form: THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE ISSUER, (2) TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) THAT PURCHASES FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3) IN A

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TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION AND BASED ON AN OPINION OF COUNSEL IF THE ISSUER AND THE TRANSFER AGENT AND REGISTRAR SO REQUEST, IN EACH CASE IN ACCORDANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY TRANSFEREE FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.       Section 2.10 . Mutilated, Destroyed, Lost or Stolen Notes .           (a) If (i) any mutilated Note (together, in the case of Bearer Notes, with all unmatured Coupons, if any, appertaining thereto) is surrendered to the Transfer Agent and Registrar, or the Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Transfer Agent and Registrar and the Trustee such security or indemnity as may be required by them to hold the Transfer Agent and Registrar and the Trustee harmless then, in the absence of notice to the Trustee that such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC (which generally permit the Issuer to impose reasonable requirements) are met then, the Issuer shall execute and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different from the Trustee, in which case the Transfer Agent and Registrar shall) deliver (in compliance with applicable law), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor and aggregate principal balance; provided , however , that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable without surrender thereof.      If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser for value of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser for value, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith.           (b) Upon the issuance of any replacement Note under this Section 2.10 , the Transfer Agent and Registrar or the Trustee may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee and the Transfer Agent and Registrar) connected therewith.

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          (c) Any duplicate Note issued pursuant to this Section 2.10 shall constitute complete and indefeasible evidence of contractual debt obligation of the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Note shall be found at any time.           (d) Every replacement Note issued pursuant to this Section 2.10 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional Contractual Obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.           (e) The provisions of this Section 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.       Section 2.11 . Temporary Notes .           (a) Pending the preparation of Definitive Notes, the Issuer may request and the Trustee, upon receipt of an Issuer Order, shall authenticate and deliver temporary Notes of such Series. Temporary Notes shall be substantially in the form of Definitive Notes of like Series but may have variations that are not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.           (b) If temporary Notes are issued pursuant to Section 2.11(a) above, the Issuer will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 8.2 , without charge to the Noteholder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and at the Issuer’s request the Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.       Section 2.12 . Persons Deemed Owners . Prior to due presentation of a Note for registration of transfer, the Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them may treat a Person in whose name any Note is registered (as of any date of determination) as the owner of the related Note for the purpose of receiving payments of principal and interest, if any, on such Note and for all other purposes whatsoever whether or not such Note be overdue, and none of the Trustee, the Paying Agent, the Transfer Agent and Registrar or any agent of any of them shall be affected by any notice to the contrary; provided , however , that in determining whether the requisite number of Holders of Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder (including under any Series Supplement), Notes owned by any of the Issuer, any Seller, the Servicer or any Affiliate thereof Controlled by or Controlling CFA shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Trust Officer in the Corporate Trust Office of the Trustee knows to be so owned shall be so disregarded.

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     In the case of a Bearer Note, the Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them may treat the holder of a Bearer Note or Coupon as the owner of such Bearer Note or Coupon for the purpose of receiving distributions and for all other purposes whatsoever, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of any of them shall be affected by any notice to the contrary.       Section 2.13 . Cancellation . All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by the Trustee. The Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Notes may be held or disposed of by the Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it; provided that such Issuer Order is timely and the Notes have not been previously disposed of by the Trustee. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.       Section 2.14 . Release of Trust Estate . The Trustee shall, in connection with any removal of Removed Receivables from the Trust Estate, release (and execute any documents reasonably requested by CFA or the Issuer which are necessary or appropriate to evidence the release, all at the expense of CFA) the portion of the Trust Estate securing the Removed Receivables from the lien created by this Indenture following receipt by each of the Trustee and each Notice Person of a Cofina Officer’s Certificate certifying that the Deemed Collections with respect thereto have been deposited in full into the Collection Account; provided , however , that no Receivables shall be released from the Trust Estate following the occurrence of an Early Amortization Event without the prior written consent of the Required Persons for each Series.       Section 2.15 . Payment of Principal and Interest .           (a) The principal of each Series of Notes shall be payable at the times and in the amounts set forth in the related Series Supplement and in accordance with Section 8.1 .           (b) Each Series of Notes shall accrue interest as provided in the related Series Supplement and such interest shall be payable at the times and in the amounts set forth in the related Series Supplement and in accordance with Section 8.1 .           (c) Any installment of interest or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Settlement Date shall be paid to the Person in whose name such Note is registered at the close of business on any Record Date with respect to a Settlement Date for such Note and such Person shall be entitled to receive the principal and interest payable on such Settlement Date notwithstanding the cancellation of such Note upon any registration of transfer, exchange or substitution of such Note subsequent to such Record Date, by check mailed first-class, postage prepaid, to such Person’s address as it appears on the Note Register on such Record Date or, if the related investor has provided the

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Trustee wiring instructions at least five (5) Business Days prior to the related Settlement Date, then by wire or electronic funds transfer in immediately available funds to the account designated by the Holder of such Note, except that, unless Definitive Notes have been issued pursuant to Section 2.18 , with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire or electronic funds transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Settlement Date or on the Legal Final Settlement Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 15.1 ) which shall be payable as provided herein; except that, any interest payable at maturity shall be paid to the Person to whom the principal of such Note is payable. The funds represented by any such checks returned undelivered shall be held in accordance with Section 2.8 .       Section 2.16 . Book-Entry Notes .           (a) If provided in the related Series Supplement, the Notes of such Series, upon original issuance, shall be issued in the form of Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the " Depository "), which shall be the Clearing Agency or Foreign Clearing Agency, by or on behalf of such Series. The Notes of each Series issued as Book-Entry Notes shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.18 .           (b) For each Series of Notes to be issued in registered form, the Issuer shall duly execute, and the Trustee shall, in accordance with Section 2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes that shall be registered on the Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Clearing Agency’s or Foreign Clearing Agency’s nominee. Each Global Note registered in the name of DTC or its nominee shall bear a legend substantially to the following effect:      UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO COFINA FUNDING, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. (" CEDE ") OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN.      So long as the Clearing Agency or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or

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its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.           (c) Subject to Section 2.6(a)(xi) , the provisions of the "Operating Procedures of the Euroclear System" and the "Terms and Conditions Governing Use of Euroclear" and such procedures governing the use of such Clearing Agencies as may be enacted from time to time shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream (which shall only occur in the case of a temporary Regulation S Global Note and a permanent Regulation S Global Note). Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Issuer, the Trustee, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.           (d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to Section 2.6 .           (e) Any typewritten Note or Notes representing Book-Entry Notes shall provide that they represent the aggregate or a specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 2.4(b) . The Trustee shall deliver and redeliver any typewritten Note or Notes representing Book-Entry Notes in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Issuer Order. Any instructions by the Issuer with respect to endorsement or delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 14.3 and need not be accompanied by an Opinion of Counsel.           (f) Unless and until definitive, fully registered Notes of any Series or any Class thereof (" Definitive Notes ") have been issued to Note Owners with respect to any Series of Notes initially issued as Book-Entry Notes pursuant to Section 2.18 or the applicable Series Supplement:

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     (i) the provisions of this Section 2.16 shall be in full force and effect with respect to each such Series;      (ii) the Issuer, the Sellers, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of payments on the Notes of each such Series and the giving of instructions or directions hereunder) as the authorized representatives of such Note Owners;      (iii) to the extent that the provisions of this Section 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.16 shall control;      (iv) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;      (v) the rights of Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.18 , the applicable Clearing Agencies or Foreign Clearing Agencies will make book-entry transfers among their related Clearing Agency Participants and receive and transmit payments of principal and interest on such Series of Notes to such Clearing Agency Participants; and      (vi) Note Owners may receive copies of any reports sent to Noteholders of the relevant Series generally pursuant to the Indenture, upon written request, together with a certification that they are Note Owners and payments of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.       Section 2.17 . Notices to Clearing Agency . Whenever notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.18 or the applicable Series Supplement, the Trustee shall give all such notices and communications specified herein to be given to Holders of the Notes to the applicable Clearing Agency or Foreign Clearing Agency for distribution to the Holders of the Notes.       Section 2.18. Definitive Notes .

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          (a) Conditions for Exchange . If with respect to any Series of Book-Entry Notes (i) (A) the Issuer advises the Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement and (B) the Issuer is not able to locate a qualified successor, (ii) the Issuer, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to any Series of Notes or (iii) after the occurrence of an Event of Default, Note Owners of a Series representing beneficial interests aggregating not less than 50% (or such other percentage specified in a related Series Supplement) of the portion of outstanding principal amount of the Notes represented by such Series advise the Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency or Foreign Clearing Agency is no longer in the best interests of the Note Owners of such Series, the Trustee shall notify all Note Owners of such Series, through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Notes to Note Owners of such Series requesting the same. Upon surrender to the Trustee of the typewritten Note or Notes representing the Book-Entry Notes of such Series by the applicable Clearing Agency or Foreign Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency or Foreign Clearing Agency for registration, the Trustee shall issue the Definitive Notes of such Series. Neither the Issuer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of such Series and upon the issuance of any Series of Notes or any Class thereof in definitive form in accordance with the related Series Supplement, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall recognize the Holders of the Definitive Notes of such Series or Classes as Noteholders of such Series or Classes hereunder. Notwithstanding anything in this Indenture to the contrary, Definitive Notes shall not be issued in respect of any Series Temporary Regulation S Global Note unless the applicable Restricted Period has expired and then only upon receipt by the Trustee from the Holder thereof of any certifications required by the relevant Series Supplement.           (b) Transfer of Definitive Notes . Subject to the terms of this Indenture (including the requirements of any relevant Series Supplement), the holder of any Definitive Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering at the office maintained by the Transfer Agent and Registrar for such purpose in the city in which the Corporate Trust Office is located, such Note with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Transfer Agent and Registrar by, the holder thereof and, if applicable, accompanied by a certificate substantially in the form required under the related Series Supplement. In exchange for any Definitive Note properly presented for transfer, the Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be executed, authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Definitive Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Definitive Note in part, the Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to

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the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Definitive Notes for the aggregate principal amount that was not transferred. No transfer of any Definitive Note shall be made unless the request for such transfer is made by the Holder at such office. Neither the Issuer nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for such Series, the Trustee shall recognize the Holders of the Definitive Notes as Noteholders of such Series.       Section 2.19 . Global Note; Euro-Note Exchange Date . If specified in the related Series Supplement for any Series, (i) the Notes may be initially issued in the form of a single temporary global note (the " Global Note ") in registered or bearer form, without interest coupons, in the denomination of the initial aggregate principal amount of the Notes and (ii) a Class of Notes may be issued in the form of a single temporary global note in registered or bearer form, in the denomination of the portion of the initial aggregate principal amount of the Notes represented by such Class, each substantially in the form attached to the related Series Supplement. Unless otherwise specified in the related Series Supplement, the provisions of this Section 2.19 shall apply to such Global Note. The Global Note will be authenticated by the Trustee upon the same conditions, in substantially the same manner and with the same effect as the Definitive Notes. The Global Note may be exchanged in the manner described in the related Series Supplement for Registered Notes or Bearer Notes in definitive form.       Section 2.20 . Tax Treatment . (a) The Issuer has structured this Indenture and any Collateral Interest, and the Notes have been (or will be) issued with the intention that, the Notes and any Collateral Interest will qualify under applicable tax law as indebtedness of the Issuer secured by the Trust Estate and any entity acquiring any direct or indirect interest in any (i) Note by acceptance of its Notes (or, in the case of a Note Owner, by virtue of such Note Owner’s acquisition of a beneficial interest therein) agrees to treat the Notes (or beneficial interests therein) or (ii) Collateral Interest or any interest therein agrees to treat the Collateral Interest or any interest therein, for purposes of Federal, state and local and income or franchise taxes and any other tax imposed on or measured by income, as indebtedness. Each Noteholder agrees that it will cause any Note Owner acquiring an interest in a Note through it and each owner of any Collateral Interest or any interest therein agrees that it will cause any Person acquiring any such interest to comply with this Indenture as to treatment as indebtedness for such tax purposes.      (b) The Issuer and the Trustee hereby agree that, notwithstanding any other express or implied agreement to the contrary, any and all Persons, and any of their respective employees, representatives, a