NOTE PURCHASE AGREEMENT

EXECUTION COPY NOTE PURCHASE AGREEMENT among COFINA FUNDING, LLC,
as Issuer, VENUS FUNDING CORPORATION,
as the Conduit Purchaser, BANK HAPOALIM B.M.,
as Funding Agent for the Purchasers, and THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO,
as Committed Purchasers dated as of February 21, 2006

     NOTE PURCHASE AGREEMENT (" Note Purchase Agreement ") dated as of February 21, 2006, among COFINA FUNDING, LLC (the " Issuer "), VENUS FUNDING CORPORATION (the " Conduit Purchaser "), BANK HAPOALIM B.M., as Funding Agent (the " Funding Agent ") and the Committed Purchasers from time to time party hereto.      The parties hereto agree as follows: RECITALS      WHEREAS, the Issuer will issue the variable funding notes pursuant to a Base Indenture, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the " Base Indenture "), between the Issuer and U.S. Bank National Association, as trustee (in such capacity, together with its successors and assigns in such capacity, the " Trustee "), as supplemented by the Series 2006-A Supplement, dated as of the date hereof, between the Issuer and the Trustee (as amended, supplemented or otherwise modified from time to time, the " Series Supplement ," and together with the Base Indenture, the " Indenture "); and      WHEREAS, the Conduit Purchaser desires to acquire such variable funding notes and to make advances from time to time hereunder in its discretion, and the Committed Purchasers desire to acquire the variable funding notes and make advances from time to time hereunder.      NOW, THEREFORE, for full and fair consideration, the parties hereto agree as follows: ARTICLE I DEFINITIONS           SECTION 1.01 Certain Defined Terms . Capitalized terms used herein without definition shall have the meanings set forth in the Indenture. Additionally, the following terms shall have the following meanings:           " Accrual Period " means, with respect to any Settlement Date, the period from and including the prior Settlement Date to but excluding such Settlement Date; provided that the initial Accrual Period hereunder shall run from the date hereof through the Settlement Date in February, 2006.           " Additional Amounts " means all amounts owed by the Issuer pursuant to Section 2.11 and Article VIII , plus Breakage Amounts.           " Affected Party " has the meaning specified in Section 8.02 .           " Aggregate Purchaser Funded Amount " means, on any date of determination, an amount equal to (a) the Initial Purchase Price, plus (b) the aggregate amount of all Increases made prior to such date of determination, minus (c) the aggregate amount of principal payments in respect of the VFN made to and received by or on behalf of the Purchasers prior to such date.

          " Allocated Commercial Paper " means Commercial Paper issued by the Conduit Purchaser that is identified in the records of its program administrator as funding a particular Funding Tranche during a particular Fixed Period with respect to such Funding Tranche.           " Applicable Margin " shall have the meaning specified in the Fee Letter.           " Asset Purchase Agreement " shall mean the asset purchase agreement, liquidity asset purchase agreement, or other similar agreement pursuant to which any bank or group of banks or financial institutions agrees to purchase or make loans secured by (or otherwise advance funds against) all or any portion of the Conduit Purchaser’s interest in the VFN in order to support the Conduit Purchaser’s repayment of the Commercial Paper issued to fund or maintain such interest.           " Assignment and Acceptance " means an assignment and acceptance agreement entered into by a Purchaser, a permitted assignee thereof and the Funding Agent pursuant to which such assignee may become a party to this Note Purchase Agreement.           " Base Rate " shall mean, with respect to any Funding Tranche funded or maintained by any Purchaser other than by reference to the LIBOR Rate or through the issuance of Commercial Paper, a rate per annum equal to the sum of (x) the greater of (i) the prime rate of interest announced by the Funding Agent from time to time, changing when and as said prime rate changes (such rate not necessarily being the lowest or best rate charged by the Funding Agent) and (ii) the rate equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Funding Agent from three (3) federal funds brokers of recognized standing selected by it and (y) the Applicable Margin.           " Blended Rate " shall mean, with respect to any Funding Tranche funded or maintained through the issuance of Commercial Paper, the rate equivalent to the weighted average of (i) the weighted average of the discount rates on all of the Commercial Paper issued at a discount and outstanding during the related Fixed Period, converted to an annual yield-equivalent rate on the basis of a 360-day year, which rates shall include dealer fees and commissions and (ii) the weighted average of the annual interest rates payable on all interest-bearing Commercial Paper outstanding during the related Fixed Period, on the basis of a 360-day year, which rates shall include dealer fees and commissions; provided , that to the extent that the VFN (or any portion thereof) is funded by a specific issuance of Commercial Paper, the Blended Rate shall equal the rate or weighted average of the rates applicable to such issuance.           " Breakage Amount " has the meaning specified in Section 2.08 .           " Closing " has the meaning specified in Section 3.01 .           " Closing Date " has the meaning specified in Section 3.01 .

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          " Cofina Entity " means the Issuer, any Seller, the Servicer and any other Person party to the Transaction Documents that is an Affiliate of the Issuer, any Seller or Cofina.           " Commercial Paper " shall mean the short-term promissory notes of the Conduit Purchaser issued by the Conduit Purchaser in the United States commercial paper market.           " Committed Purchasers " means Bank Hapoalim B.M. and each of its assigns (with respect to its commitment to make Increases) that shall become a party to this Note Purchase Agreement pursuant to Section 10.04 .           " Commitment " means, with respect to any Committed Purchaser, an amount equal to such Purchaser’s Purchaser Percentage multiplied by the Maximum Funded Amount.           " Conduit Assignee " shall mean any special-purpose vehicle issuing indebtedness in the commercial paper market administered by Bank Hapoalim B.M.           " Conduit Purchaser " means Venus Funding Corporation and any of its permitted assigns that is a Conduit Assignee.           " CP Rate " means, for any Fixed Period for any Funding Tranche, to the extent the Conduit Purchaser funds such Funding Tranche for such Fixed Period by issuing Commercial Paper, either the Match-Funding Rate or the Blended Rate, as determined by the program administrator of the applicable Conduit Purchaser in its sole discretion plus the Applicable Margin.           " Eurodollar Rate " shall mean, with respect to any Funding Tranche funded or maintained by any Purchaser (or by any liquidity or credit support provider of the Conduit Purchaser), by reference to the LIBOR Rate, the Applicable Margin plus a rate per annum equal to the sum (rounded upwards, if necessary, to the next higher 1/100 of 1%) of (i) the rate obtained by dividing (A) the applicable LIBOR Rate by (B) a percentage equal to 100% minus the reserve percentage used for determining the maximum reserve requirement as specified in Regulation D (including, without limitation, any marginal, emergency, supplemental, special or other reserves) that is applicable to the Funding Agent during the related Fixed Period in respect of eurocurrency or eurodollar funding, lending or liabilities (or, if more than one percentage shall be so applicable, the daily average of such percentage for those days in such Fixed Period during which any such percentage shall be applicable) plus (ii) the then daily net annual assessment rate (rounded upwards, if necessary, to the nearest 1/100 of 1%) as estimated by the Funding Agent for determining the current annual assessment payable by the Funding Agent to the Federal Deposit Insurance Corporation in respect of eurocurrency or eurodollar funding, lending or liabilities.           " Federal Bankruptcy Code " means the bankruptcy code of the United States of America codified in Title 11 of the United States Code.           " Federal Reserve Board " means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

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          " Fee Letter " means the letter or letters dated as of the Closing Date between the Issuer and the Funding Agent setting forth certain fees payable by the Issuer in connection with the purchase of the VFN by the Funding Agent for the benefit of the Purchasers.           " Fixed Period " means, (i) with respect to a new Funding Tranche, a period beginning on and including the date of funding and ending on and excluding the immediately succeeding Settlement Date (or such other date requested by the Issuer (or the Servicer on the behalf) and agreed to by the applicable Purchaser) and (ii) with respect to any existing Funding Tranche (to the extent not paid in full on a Settlement Date), a period beginning on and including such Settlement Date and ending on and excluding the immediately succeeding Settlement Date (or such other date requested by the Issuer (or the Servicer on the behalf) and agreed to by the applicable Purchaser); provided , that      (i) any Fixed Period with respect to any Funding Tranche not funded by the issuance of Commercial Paper which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; provided , however , if interest in respect of such Fixed Period is computed by reference to the Eurodollar Rate, and such Fixed Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Fixed Period shall end on the next preceding Business Day;      (ii) any Fixed Period with respect to any Funding Tranche not funded by the issuance of Commercial Paper will not be for a term of more than 31 days; and      (iii) any Fixed Period in respect of which interest is computed by reference to the CP Rate may be terminated at the election of, and upon notice thereof to the Issuer by, the Conduit Purchaser (or its program administrator on its behalf) at any time, in which case the Funding Tranche allocated to such terminated Fixed Period shall be allocated to a new Fixed Period and shall accrue interest at the Base Rate.           " Funding Agent " means Bank Hapoalim B.M., in its capacity as Funding Agent for the Purchasers.           " Funding Tranche " means one or more portions of the Aggregate Purchaser Funded Amount used to fund or maintain the VFN that accrue interest by reference to different interest rates.           " Governmental Actions " means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Official Body required under any Governmental Rules.           " Governmental Rules " means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions of any Official Body and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Official Body.

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          " Increase " shall have the meaning assigned to such term in the Series Supplement.           " Increase Amount " means the amount requested by the Issuer to be funded by the Purchasers on an Increase Date.           " Increase Date " means the date on which an Increase occurs.           " Indemnified Party " means any Purchaser, each entity providing credit or liquidity support to any Purchaser in connection with the VFN, the Funding Agent or any of their officers, directors, employees, agents, representatives, assignees or Affiliates.           " Initial Purchase Price " has the meaning specified in Section 2.02 .           " Issuer Indemnified Amounts " has the meaning specified in Section 8.01(a) .           " LIBOR Rate " shall mean, with respect to any Funding Tranche, the rate at which deposits in dollars are offered to the Funding Agent, in the London interbank market at approximately 11:00 A.M. (London time) two (2) Business Days before the first day of the related Fixed Period in an amount approximately equal to the applicable Funding Tranche to which the Eurodollar Rate is to apply and for a period of time approximately equal to the applicable Fixed Period, as determined by the Funding Agent in its reasonable discretion.           " Liquidity Purchasers " means each of the purchasers party to the Asset Purchase Agreement.           " Match-Funding Rate " means, with respect to a Funding Tranche and a Fixed Period, the per annum rate equal to the "weighted average of the rates" (as defined below) related to the issuance of the Allocated Commercial Paper for such Funding Tranche. If such rate is a discount rate, the Match-Funding Rate shall be the rate resulting from converting such discount rate to an interest bearing equivalent rate. As used in this definition, the " weighted average of the rates " shall consist of (w) the actual interest rate (or discount) paid to purchasers of the Conduit Purchaser’s Commercial Paper, together with the commissions of placement agents and dealers in respect of such Commercial Paper, (x) certain documentation and transaction costs associated with the issuance of such Commercial Paper, (y) any incremental carrying costs incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by the Conduit Purchaser minus any income (net of such carrying costs) received from temporary reinvestment of funds received in respect of Funding Tranches funded with Allocated Commercial Paper pending their application to obligations of a Purchaser, and (z) the costs of other borrowings by the Conduit Purchaser, including borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market.           " Maximum Funded Amount " means $100,000,000.           " Notice of Increase " means a written notice of an Increase in the form of Exhibit A .

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          " Purchase Expiration Date " means the date which is 364 days from the date of this Note Purchase Agreement (as such date may be extended from time to time pursuant to Section 2.04 ).           " Purchaser Percentage " of any Committed Purchaser means (a) the percentage set forth on the signature page to this Note Purchase Agreement as changed by each Assignment and Acceptance entered into with an assignor or assignee, as the case may be, or (b) with respect to a Committed Purchaser that has entered into an Assignment and Acceptance, the percentage set forth therein as such Purchaser’s Purchaser Percentage, or such percentage as changed by each Assignment and Acceptance entered into between such Committed Purchaser and an assignor or assignee.           " Purchasers " means the Conduit Purchaser and the Committed Purchasers.           " Reduction " has the meaning specified in Section 2.05 .           " Required VFN Series Holders " means each Conduit Purchaser and the "Committed Purchasers" under all VFN Series whose aggregate commitment amounts under each such series equals at least 662/3% of the aggregate of the commitment amounts under all of the VFN Series.           " Transfer Supplement " has the meaning specified in Section 10.4(b) .           " Variable Noteholders " means each holder of a variable funding note relating to any VFN Series issued from time to time pursuant to the terms of the Indenture.           " VFN " means the Cofina Variable Funding Asset-Backed Note Series 2006-A in the maximum aggregate principal amount of $100,000,000 to be issued by the Issuer pursuant to the Indenture in the name of the Funding Agent on behalf of the Purchasers.           " VFN Financing Costs" or "Series 2006-A Financing Costs " means, with respect to any Accrual Period, the VFN Interest Component for such Accrual Period.           " VFN Interest Component " means, with respect to any Accrual Period, the result obtained by multiplying:      (x) the weighted average of the rates applicable to all Funding Tranches outstanding during all or part of such Accrual Period (determined as of each day in such Accrual Period but estimated by the Funding Agent for the period from the Determination Date related to the applicable Settlement Date through such Settlement Date, with any adjustments to be made with respect to the VFN Interest Component for the next Accrual Period), each such rate being (a) to the extent the Conduit Purchaser is funding such Funding Tranche during such period through the issuance of Commercial Paper, the Eurodollar Rate, and (b) to the extent any Purchaser is not funding such Funding Tranche during such period through the issuance of Commercial Paper, a rate per annum (expressed as a percentage and an interest yield equivalent and calculated on the basis of a 360-day year and the actual days elapsed) equal to the Eurodollar Rate or Base Rate,

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as applicable with respect to such Funding Tranche (as determined in the sole discretion of the Funding Agent); provided , however , that interest for any Funding Tranche shall not be considered paid by any distribution to the extent that all or a portion of such distribution is rescinded or must otherwise be returned for any reason; times      (y) the average daily Aggregate Purchaser Funded Amount for such Accrual Period; times      (z) a fraction, the numerator of which is the number of days in such Accrual Period and the denominator of which is 360 (or, if such VFN Interest Component is calculated by reference to the Base Rate, 365 or 366, as applicable).           SECTION 1.02 Other Definitional Provisions . (a) Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture. All terms defined in this Note Purchase Agreement shall have the meanings given herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.           (b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.01 , and accounting terms partially defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control.           (c) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Note Purchase Agreement shall refer to this Note Purchase Agreement as a whole and not to any particular provision of this Note Purchase Agreement; and Section, subsection, Schedule and Exhibit references contained in this Note Purchase Agreement are references to Sections, subsections, the Schedules and Exhibits in or to this Note Purchase Agreement unless otherwise specified. ARTICLE II PURCHASE AND SALE           SECTION 2.01 Purchase and Sale of the VFN . On the terms and subject to the conditions set forth in this Note Purchase Agreement, and in reliance on the covenants, representations, warranties and agreements herein set forth, the Issuer hereby offers to sell to the Funding Agent, on behalf of the Purchasers, and the Funding Agent (i) may on behalf of the Conduit Purchaser or (ii) if the Conduit Purchaser elects not to make the purchase thereof at such time, shall, on behalf of the Committed Purchasers, purchase at the Closing the VFN in an initial outstanding principal amount equal to the Initial Note Principal.           SECTION 2.02 Initial Purchase Price . The VFN is to be purchased at a price (the " Initial Purchase Price ") equal to 100% of the Initial Note Principal.

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          SECTION 2.03 Increases . (a) Subject to the terms and conditions of this Note Purchase Agreement and the Series Supplement, from time to time prior to the Purchase Expiration Date upon receipt by the Trustee and the Funding Agent of a Notice of Increase, (i) the Funding Agent, on behalf of the Conduit Purchaser, and in the sole and absolute discretion of the Conduit Purchaser, may make Increases and (ii) if the Conduit Purchaser elects not to make an Increase, each Committed Purchaser severally agrees to fund its respective Purchaser Percentages of such Increase; provided , however , that no Committed Purchaser shall be required to fund a portion of any Increase if, after giving effect thereto, the portion of the Aggregate Purchaser Funded Amount funded by such Committed Purchaser hereunder plus the aggregate amount funded by such Committed Purchaser as a Liquidity Purchaser under the Asset Purchase Agreement would exceed its Purchaser Percentage times the Maximum Funded Amount.           (b) Each Increase hereunder shall be subject to the further conditions precedent that:           (i) The Funding Agent and the applicable Notice Persons shall have received copies of the Monthly Noteholders’ Statement most recently required to have been delivered under the Indenture;           (ii) Each of the representations and warranties of each Cofina Entity made in the Transaction Documents to which it is a party shall be true and correct in all material respects as of the applicable Increase Date (except to the extent they expressly relate to an earlier or later time);           (iii) Each Cofina Entity shall be in compliance in all material respects with all of its respective covenants contained in the Transaction Documents to which it is a party;           (iv) No Early Amortization Event, Potential Early Amortization Event, Default, Event of Default or Servicer Default shall have occurred and be continuing;           (v) The Purchase Expiration Date shall not have occurred;           (vi) After giving effect to such Increase, no Borrowing Base Deficiency shall exist;           (vii) The Funding Agent and the applicable Notice Persons shall have received a completed Notice of Increase with respect to such proposed Increase, not later than 2:00 p.m. (New York time) on the proposed date of such Increase;           (c) Each Increase of the VFN shall be requested in an aggregate principal amount of $250,000 and integral multiples of $1,000 in excess thereof; provided , that an Increase may be requested in the entire remaining Maximum Funded Amount.           (d) The purchase price of each Increase shall be equal to 100% of the Increase Amount, and shall be paid not later than 3:00 p.m. New York City time on the Increase Date by wire transfer of immediately available funds to such account as may from time to time be specified by the Issuer in a notice to the Funding Agent and the applicable Notice Persons.

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          (e) All conditions set forth in Section 3.1(b) of the Series Supplement, to the extent applicable, shall have been satisfied at such time.      Each "Increase" with respect to all VFN Series shall be allocated to each respective VFN Series as instructed by the Issuer in its sole discretion.           SECTION 2.04 Extension of Purchase Expiration Date . The Issuer may advise the Funding Agent in writing of its desire to extend the Purchase Expiration Date for an additional 364 days; provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Purchase Expiration Date. The Funding Agent shall notify the Issuer in writing, within 45 days after its receipt of such request by the Issuer, whether the Purchasers or any of them agree to such extension (it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect and, if the Purchasers so agree, the Issuer, the Funding Agent and the Purchasers shall enter into such documents as the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers and the Funding Agent in connection therewith (including reasonable attorneys’ fees and expenses) shall be paid by the Issuer); it being understood, that the failure of the Funding Agent to so notify the Issuer as set forth above shall not be deemed to be a consent to such request for extension.           SECTION 2.05 Reduction of Maximum Funded Amount . On any Settlement Date prior to the Rapid Amortization Commencement Date, upon the written request of the Issuer, the Maximum Funded Amount may be permanently reduced (a " Reduction ") by the Issuer; provided that the Issuer shall have given the Funding Agent irrevocable written notice (effective upon receipt) of the amount of such Reduction prior to 10:00 a.m., New York time on a Business Day that is at least thirty (30) days prior to such Reduction; provided , further , that any such Reduction shall be in an amount equal to $10,000,000, or integral multiples of $5,000,000 in excess thereof; and provided , further , that no Reduction may cause the Maximum Funded Amount to be lower than $50,000,000.           SECTION 2.05 Calculation of Monthly Interest . (a) On the Business Day prior to each Determination Date, the Funding Agent shall calculate (with respect to the CP Rate, based solely on such information provided by the Conduit Purchaser or its program administrator), for the applicable Accrual Period, the aggregate Monthly Interest for each Funding Tranche.           (b) The Issuer agrees to pay, and the Issuer agrees to instruct the Servicer and the Trustee to pay, all amounts payable by it with respect to the VFN, this Note Purchase Agreement and the Series Supplement to the account designated by the applicable Purchaser. All such amounts shall be paid no later than 12:00 noon, New York City time, on the day when due as determined in accordance with this Note Purchase Agreement, the Indenture and the other Transaction Documents, in Dollars in immediately available funds.           SECTION 2.06 Benefits of Indenture . The Issuer hereby acknowledges and confirms that each representation, warranty, covenant and agreement made pursuant to the Indenture by the Issuer to the Trustee is (unless such representation, warranty, covenant or

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agreement specifically states otherwise) also made herein for the benefit and security of the Purchasers and the Funding Agent.           SECTION 2.07 Broken Funding . In the event of (i) the payment of any principal of any Funding Tranche (other than a Funding Tranche on which the interest is computed by reference to the Base Rate) other than on the last day of the Fixed Period applicable thereto (including as a result of the occurrence of the Rapid Amortization Commencement Date or an optional prepayment of a Funding Tranche), or (ii) any failure to borrow, continue or prepay any Funding Tranche on the date specified in any notice delivered pursuant hereto, then, in any such event, the Issuer shall compensate the applicable Purchaser for the loss, cost and expense attributable to such event. Such loss, cost or expense to any such Purchaser shall be deemed to include an amount (the " Breakage Amount ") determined by such Purchaser (or the Funding Agent) to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Funding Tranche had such event not occurred, at the interest rate that would have been applicable to such Funding Tranche, for the period from the date of such event to the last day of the applicable Fixed Period (or, in the case of a failure to borrow for the period that would have been the related Fixed Period), over (ii) the amount of interest which would be obtainable upon redeployment or reinvestment of an amount of funds equal to such Funding Tranche for such period. A certificate of any Purchaser incurring any loss, cost or expense as a result of any of the events specified in this Section 2.08 and setting forth any amount or amounts that such Purchaser is entitled to receive pursuant to this Section 2.08 and the reasons therefor shall be delivered to the Issuer by the Funding Agent and shall include reasonably detailed calculations and shall be conclusive absent manifest error. The Issuer shall pay to the related Funding Agent on behalf of each such Purchaser the amount shown as due on any such certificate on the first Settlement Date which is not less than three Business Days after receipt of notice thereof.           SECTION 2.08 Illegality . Notwithstanding anything in this Note Purchase Agreement or any other Transaction Document to the contrary, if, after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law), shall make it unlawful for any Purchaser (or its liquidity and credit support providers, if applicable) to acquire or maintain a Funding Tranche by reference to the Eurodollar Rate as contemplated by this Note Purchase Agreement (or the applicable Asset Purchase Agreement), (i) the Funding Agent on behalf of such Purchaser (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) shall, within forty-five (45) days after receiving actual knowledge thereof, deliver a certificate to the Issuer (with a copy to the applicable Funding Agent) setting forth the basis for such illegality, which certificate shall be conclusive absent manifest error, and (ii) such Purchaser’s portion of any Funding Tranche maintained by reference to the Eurodollar Rate then outstanding shall be converted automatically to a Funding Tranche maintained by reference to the Base Rate.           SECTION 2.09 Inability to Determine Eurodollar Rate . If, prior to the first day of any Fixed Period relating to any Funding Tranche maintained by reference to the Eurodollar Rate:

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     (1) the Funding Agent shall have determined (which determination in the absence of manifest error shall be conclusive and binding upon the Issuer) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Fixed Period; or      (2) the Funding Agent shall have received notice from one or more Purchasers (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) that the Eurodollar Rate determined or to be determined for such Fixed Period will not adequately and fairly reflect the cost to such Purchasers (or any liquidity and/or credit support provider of any such Purchaser, as the case may be) (as conclusively certified by such Person) of purchasing or maintaining their affected portions of such Funding Tranches during such Fixed Period; then, in either such event, the Funding Agent shall give telecopy or telephonic notice thereof (confirmed in writing) to the Issuer as soon as practicable (but, in any event, within thirty (30) days after such determination or notice, as applicable) thereafter. Until such notice has been withdrawn by the Funding Agent, no further Funding Tranches shall be funded or maintained at the Eurodollar Rate. The Funding Agent agrees to withdraw any such notice as soon as reasonably practicable after the Funding Agent is notified of a change in circumstances which makes such notice inapplicable.           SECTION 2.10 Fees . The Issuer shall pay to the Funding Agent for the benefit of the applicable Purchasers as and when due and in accordance with the provisions for payment set forth in Article 5 of the Series Supplement, each of the fees specified in the Fee Letter. ARTICLE III CLOSING           SECTION 3.01 Closing . The closing (the " Closing ") of the purchase and sale of the VFN shall take place on or about 10:00 a.m. on February 21, 2006, or if the conditions to closing set forth in Article IV of this Note Purchase Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein as the " Closing Date ").           SECTION 3.02 Transactions to be Effected at the Closing . At the Closing (a) the Funding Agent will (to the extent received from the Purchasers) deliver to the Issuer funds in an amount equal to the Initial Purchase Price by wire transfer of immediately available funds to a bank account designated by the Issuer to the Funding Agent at least two Business Days prior to the Closing Date; and (b) the Issuer shall deliver the VFN to the Funding Agent in satisfaction of the Issuer’s obligation to the Funding Agent hereunder.

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ARTICLE IV CONDITIONS PRECEDENT TO
PURCHASE ON THE CLOSING DATE           The purchase by the Funding Agent on behalf of the Purchasers of the VFN is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived by the Funding Agent in its sole discretion):           SECTION 4.01 Performance by Cofina Entities . All the terms, covenants, agreements and conditions of the Transaction Documents to which each Cofina Entity is a party to be complied with and performed by the Cofina Entities at or before the Closing shall have been complied with and performed in all material respects.           SECTION 4.02 Representations and Warranties . Each of the representations and warranties of each Cofina Entity made in the Transaction Documents to which it is a party shall be true and correct in all material respects as of the time of the Closing (except to the extent they expressly relate to an earlier or later time).           SECTION 4.03 Corporate Documents . The Funding Agent shall have received copies of the (i) certificate of incorporation or certificate of formation, as applicable, good standing certificate and by-laws or limited liability company agreement, as applicable, of each Cofina Entity, (ii) board of directors resolutions or resolutions of the managing member, as applicable, of each Cofina Entity with respect to the Transaction Documents to which it is a party, and (iii) incumbency certificate of each Cofina Entity, each certified by appropriate corporate or limited liability company authorities.           SECTION 4.04 Opinions of Counsel . The Funding Agent shall have received favorable opinions from counsel to the Sellers, the Servicer and the Issuer dated as of the Closing Date and reasonably satisfactory in form and substance to the Funding Agent and its counsel, as to such matters as the Funding Agent and its counsel may reasonably request.           SECTION 4.05 Reports . The Funding Agent shall have received a copy of the most recent Monthly Servicer Report prior to Closing.           SECTION 4.06 Financing Statements . The Funding Agent shall have received evidence satisfactory to it of the completion of all recordings, registrations, notices and filings as may be necessary or, in the opinion of the Funding Agent, desirable to perfect or evidence the sale and assignment by each Seller to the Issuer of their respective ownership interests in the Receivables, Related Security and other collateral in the Trust Estate and the proceeds thereof and the security interest granted to the Trustee for the benefit of the Secured Parties pursuant to the granting clauses of the Indenture:           SECTION 4.07 Documents . The Funding Agent shall have received a duly executed counterpart of each of the Transaction Documents and each and every document or certification delivered by any party in connection with any of such agreements, and each such document shall be in full force and effect.

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          SECTION 4.08 VFN . The Funding Agent shall have received an executed VFN being purchased by the Purchasers, registered in the name of the Funding Agent, as agent for the Purchasers.           SECTION 4.09 No Actions or Proceedings . No action, suit, proceeding or investigation by or before any Official Body shall have been instituted to restrain or prohibit the consummation of, or to invalidate, the transactions contemplated by the Transaction Documents and the documents related thereto in any material respect.           SECTION 4.10 Approvals and Consents . All Governmental Actions of all Official Bodies required with respect to the transactions contemplated by the Transaction Documents and the other documents related thereto shall have been obtained or made.           SECTION 4.11 Officer’s Certificates . The Funding Agent shall have received a certificate of a Responsible Officer from each Cofina Entity (each, an " Officer’s Certificate ") in form and substance reasonably satisfactory to the Funding Agent and its counsel, dated as of the Closing Date, certifying as to the satisfaction of the conditions set forth in Sections 4.01 and 4.02 with respect to such Cofina Entity.           SECTION 4.12 Accounts . The Funding Agent shall have received evidence that the Collection Account, Series 2006-A Settlement Accou