exv10w6






EXECUTION COPY




COFINA FUNDING, LLC,



as Issuer




U.S. BANK NATIONAL ASSOCIATION,

as Trustee




and




U.S. BANK NATIONAL ASSOCIATION,

as Custodian




CUSTODIAN AGREEMENT




August 10, 2005









 









 











TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Section 1. Definitions
	 	 	1	 
	 
	 	 	 	 
	Section 2. Delivery of this Agreement; Delivery of the Files
	 	 	2	 
	 
	 	 	 	 
	Section 3. Initial Trust Receipt and Certificate Delivered by the Custodian
	 	 	3	 
	 
	 	 	 	 
	Section 4. Obligations of the Custodian
	 	 	3	 
	 
	 	 	 	 
	Section 5. Final Trust Receipt and Certificate Delivered by the Custodian
	 	 	3	 
	 
	 	 	 	 
	Section 6. Future Defects
	 	 	4	 
	 
	 	 	 	 
	Section 7. Release for Servicing
	 	 	4	 
	 
	 	 	 	 
	Section 8. Release for Payment
	 	 	4	 
	 
	 	 	 	 
	Section 9. Fees of Custodian
	 	 	4	 
	 
	 	 	 	 
	Section 10. Control by Trustee
	 	 	5	 
	 
	 	 	 	 
	Section 11. Transfer of Files Upon Termination
	 	 	5	 
	 
	 	 	 	 
	Section 12. Examination of Files
	 	 	5	 
	 
	 	 	 	 
	Section 13. Insurance of Custodian
	 	 	5	 
	 
	 	 	 	 
	Section 14. Counterparts
	 	 	5	 
	 
	 	 	 	 
	Section 15. Periodic Statements
	 	 	5	 
	 
	 	 	 	 
	Section 16. GOVERNING LAW
	 	 	6	 
	 
	 	 	 	 
	Section 17. Copies of Documents
	 	 	6	 
	 
	 	 	 	 
	Section 18. No Adverse Interest of Custodian
	 	 	6	 
	 
	 	 	 	 
	Section 19. Termination by Custodian
	 	 	6	 
	 
	 	 	 	 
	Section 20. Term of Agreement
	 	 	6	 
	 
	 	 	 	 
	Section 21. Notices
	 	 	7	 
	 
	 	 	 	 
	Section 22. Successors and Assigns
	 	 	7	 
	 
	 	 	 	 
	Section 23. Limitation on Liability
	 	 	7	 
	 
	 	 	 	 
	Section 24. Indemnification of Custodian
	 	 	7	 
	 
	 	 	 	 
	Section 25. Custodian Obligations Regarding Genuineness of Documents
	 	 	8	 
	 
	 	 	 	 
	Section 26. Shipment of Documents
	 	 	8	 
	 
	 	 	 	 
	Section 27. Authorized Representatives
	 	 	8	 
	 
	 	 	 	 
	Section 28. Reproduction of Documents
	 	 	9	 
	 
	 	 	 	 
	Section 29. Custodial File
	 	 	9	 







i









 








EXHIBITS




	 	 	 
	EXHIBIT 1

	 	FORM OF INITIAL TRUST RECEIPT
	 
	 	 
	EXHIBIT 2

	 	FORM OF FINAL TRUST RECEIPT
	 
	 	 
	EXHIBIT 3

	 	FORM OF REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
	 
	 	 
	EXHIBIT 4

	 	AUTHORIZED REPRESENTATIVES
	 
	 	 
	EXHIBIT 5

	 	FORM OF NOTE TRANSFER POWER
	 
	 	 
	EXHIBIT 6

	 	RECEIVABLE SCHEDULE
	 
	 	 
	EXHIBIT 7

	 	RESERVED
	 
	 	 
	EXHIBIT 8

	 	FORM OF CUSTODIAL DELIVERY CONFIRMATION
	 
	 	 
	EXHIBIT 9

	 	NOTICE ADDRESSES






 









 





          THIS CUSTODIAN AGREEMENT, dated as of August 10, 2005, by and between Cofina Funding, LLC (the
“Issuer”), U.S. Bank National Association, not in its individual capacity but solely as
trustee (the “Trustee”), and U.S. Bank National Association, as custodian (the
“Custodian”).




WITNESSETH:




          WHEREAS, the Issuer has entered into a Purchase and Sale Agreement pursuant to which it shall
purchase from time to time certain operating and term loans from Cofina Financial, LLC (each a
“Receivable”) and Cofina Financial, LLC, as Servicer, has agreed to service such
Receivables pursuant to the Servicing Agreement (defined below).




          WHEREAS, pursuant to the Base Indenture (defined below), the Issuer has pledged to the
Trustee, on behalf of the Secured Parties, all of its rights in the Trust Estate (defined below),
including its rights in the Receivables, the Obligor Notes (defined below), and related documents.




          WHEREAS, the Issuer, the Secured Parties and the Trustee desire to have the Custodian take
possession of the Custodian Files (as defined below), as the custodian of the Trustee (on behalf of
the Secured Parties), in accordance with the terms and conditions hereof.




          NOW, THEREFORE, in consideration of the mutual undertakings herein expressed, the parties
hereto hereby agree as follows:




     Section 1. Definitions.



          Capitalized terms used but not defined herein shall have the meanings assigned to them in that
certain Base Indenture, between the Issuer and the Trustee, dated the date hereof, as amended,
restated, modified or supplemented from time to time (the “Base Indenture”).




          Agreement: This Custodian Agreement and all amendments and attachments hereto and
supplements hereof.




          Authorized Representative: With respect to the Custodian, Issuer, Servicer and
Trustee those persons identified on Exhibit 4 hereto, as such list may be modified by
subsequent written notices to the parties hereto.




          Closing Date: With respect to each Receivable, the date on which such Receivable is
purchased or otherwise acquired by the Issuer.




          Custodial Delivery Confirmation: The form executed by the Issuer and the Custodian in
connection with the initial delivery of Receivables to the Custodian pursuant to this Agreement, a
form of which is attached as Exhibit 8 hereto.




          Custodial File: Has the meaning provided in the Purchase and Contribution Agreement.




          Custodian: U.S. Bank National Association and any successor thereto as Custodian under
this Agreement as herein provided.




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          File: Has the meaning provided in Section 2 of this Agreement.




          Final Trust Receipt and Certificate: A final trust receipt as to each Receivable,
which Final Trust Receipt is delivered to the Issuer, the Servicer and the Trustee by the Custodian
in accordance with Section 5 hereof and in the form attached as Exhibit 2 hereto.




          Initial Trust Receipt and Certificate: An initial trust receipt as to each Receivable,
which Initial Trust Receipt is delivered to the Issuer, the Servicer and the Trustee by the
Custodian in accordance with Section 3 hereof and in the form attached as Exhibit 1
hereto.




          Person: Any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization, government or any
agency or political subdivision thereof.




          Receivable Schedule: The schedule of Receivables annexed as Exhibit 6 hereto,
as amended or supplemented from time to time in accordance with the terms of this Agreement.




          Servicer: Cofina Financial, LLC and any successor thereto as Servicer under the
Servicing Agreement.




          Servicing Agreement: The Servicing Agreement, dated as of the date hereof, 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.




          Trustee: U.S. Bank National Association and any successor thereto as “Trustee” in
accordance with the terms of the Base Indenture.




     Section 2. Delivery of this Agreement; Delivery of the Files.



          Within two (2) Business Days following each Closing Date, the Issuer shall deliver or cause to
be delivered to the Custodian a Custodial Delivery Confirmation with respect to the related
Receivables. Upon execution of each Custodial Delivery Confirmation, the Receivables Schedule
attached as Exhibit 6 hereto shall be deemed automatically amended to include the
Receivables identified in such confirmation.




          Within two (2) Business Days following each Closing Date, the Issuer shall deliver or cause to
be delivered and released to the Custodian the Custodial File pertaining to each of the Receivables
identified in the Receivables Schedule annexed hereto or as updated pursuant to this Section
2, including but not limited to: (i) a schedule of each item or document in the Custodial File,
(ii) the original executed Obligor Note, duly indorsed in blank with note transfer powers in the
form attached hereto as Exhibit 5, (iii) each loan agreement, security agreement, guaranty
and letter of credit executed in connection therewith or related thereto, and (iv) acknowledgment
copies of applicable UCC filings against the related Obligor with respect to such Receivable.




          From time to time, the Issuer shall forward or cause to be forwarded to the Custodian
additional original documents with respect to the Receivables identified on the Receivables
Schedule in accordance with the terms of the Servicing Agreement, including all additional
documents evidencing an assumption, modification, consolidation or extension of a Receivable.




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All such Receivable documents held by the Custodian as to each Receivable shall constitute the
“File” with respect to such Receivable.




     Section 3. Initial Trust Receipt and Certificate Delivered by the Custodian.



          Within 5 Business Days of each Closing Date, the Custodian shall deliver to the Issuer, the
Servicer and the Trustee an Initial Trust Receipt and Certificate in the form of Exhibit 1
hereof, wherein the Custodian shall state that a File is in its possession with respect to each
Receivable listed in the related Receivable Schedule (other than any Receivable specifically
identified on the exception report attached to such certificate) and (i) that the related Obligor
Note is in its possession and is an original; and (ii) that each such Obligor Note has been
endorsed as provided in Section 2 of this Agreement. The Custodian makes no
representations as to (i) the validity, legality, enforceability, recordability or genuineness of
any documents contained in any Files, or (ii) the collectability, insurability, effectiveness or
suitability of any Receivable. The Custodian shall not be required to conduct an independent
review of any File other than as specifically outlined in this Agreement.




     Section 4. Obligations of the Custodian.



          With respect to each File which is delivered to the Custodian or which comes into the
possession of the Custodian, the Custodian shall be the custodian of such File for the exclusive
benefit of the Trustee (on behalf of the Secured Parties). The Custodian shall hold all Files for
the exclusive use and benefit of the Trustee (on behalf of the Secured Parties) and shall clearly
identify such files as such, including taking all such actions necessary to identify and clearly
record on its files all such Files as being held for the benefit of the Trustee (on behalf of the
Secured Parties) under the Transaction Documents. The Custodian shall separate the Files from any
other instruments and files in its records and shall make disposition thereof only in accordance
with this Agreement and the instructions furnished by the Trustee. The Custodian shall segregate
and maintain continuous custody of all documents constituting the Files in secure and fire
resistant facilities in accordance with customary standards for such custody.




     Section 5. Final Trust Receipt and Certificate Delivered by the Custodian.



          Within 10 Business Days after each Closing Date, the Custodian shall ascertain that all
documents required to be delivered to it are in its possession (based solely on the schedule
delivered pursuant to Section 2), and shall deliver to the Issuer, the Servicer and the
Trustee, a Final Trust Receipt and Certificate to the effect that, as to each Receivable listed in
the Receivables Schedule (other than any Receivable specifically identified on the exception report
attached to such certificate): (i) all documents required to be delivered to it are in its
possession; (ii) such documents have been reviewed by it and appear regular on their face and
relate to such Receivable; and (iii) based on its examination and only as to the foregoing
documents, the information set forth in the Receivables Schedule with respect to such Receivable is
correct. The Custodian makes no representations as to (i) the validity, legality, enforceability,
recordability or genuineness of any of the documents contained in any Files, or (ii) the
collectability, insurability, effectiveness or suitability of any Receivable. The Custodian shall
not be required to conduct an independent review of any File other than as specifically outlined in
this Agreement.




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          Following the delivery of each Final Trust Receipt and Certificate, the Custodian shall
provide to the Issuer, the Servicer and the Trustee, no less frequently than monthly, updated
exception reports indicating the then current status of exceptions, until all such exceptions have
been eliminated.




     Section 6. Future Defects.



          During the term of this Agreement, if the Custodian discovers any defect with respect to any
File, the Custodian shall give telephonic notice of such defect to the Issuer, the Servicer and the
Trustee and add the related document to the monthly exceptions report delivered pursuant to
Section 5.




     Section 7. Release for Servicing.



          From time to time and as appropriate for the foreclosure or servicing of any of the
Receivables, the Custodian is hereby authorized, upon receipt from the Servicer of a request for
release of documents and receipt in the form annexed hereto as Exhibit 3 (a “Request
for Release”) to release the related File to the Servicer. All Files so released to the
Servicer shall be held by the Servicer in trust for the benefit of the Trustee (on behalf of the
Secured Parties) in accordance with the Transaction Documents. The Servicer shall return to the
Custodian the File when the Servicer’s need therefor in connection with such foreclosure or
servicing no longer exists, unless the Receivable shall be liquidated, in which case, upon receipt
of an additional Request for Release certifying such liquidation from the Servicer, the Servicer’s
Request and Release submitted pursuant to the first sentence of this Section 7 shall be
released by the Custodian to the Servicer.




          Notwithstanding the foregoing, at no time shall the Custodian release to the Servicer pursuant
to this Section 7 a quantity of Files in excess of 10% of the total number of Files,
excluding Files relating to Receivables for which a Request for Release has been received by the
Custodian because such Receivable has been paid in full, become liquidated or otherwise released
from the Base Indenture and related Series Supplement.




     Section 8. Release for Payment.



          Upon the payment in full of any Receivable, and upon receipt by the Custodian of a Request for
Release which shall include a statement to the effect that all amounts received in connection with
such payment have been remitted to the Issuer (or it designee) or credited to the Collection
Account established with respect to the Receivables), the Custodian shall promptly release the
related File to the Servicer. The method of such release will be by Federal Express for overnight
delivery, unless otherwise specified by the Servicer.




     Section 9. Fees of Custodian.



          The Custodian shall charge such fees for its services under this Agreement as are set forth in
a separate agreement between the Custodian and the Issuer, the payment of which fees, together with
the Custodian’s expenses in connection herewith, shall be solely the obligation of the Issuer. In
connection with any termination of this Agreement, the Custodian shall be entitled


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 to refrain from transferring or releasing Files then held hereunder for the Issuer until such
time as the Issuer pays to the Custodian any due and unpaid fees or expenses of the Custodian.




     Section 10. Control by Trustee.



          The Required Persons may from time to time require the Custodian to complete the endorsements
on any Obligor Notes in its possession. In addition, upon the appointment of any successor
“Trustee” under the Indenture, the Custodian shall promptly transfer to any successor custodian
appointed by such successor Trustee all Files held by it hereunder. In the event of any
appointment of a successor custodian by the Trustee, the Issuer shall be responsible for the fees
of the successor custodian hereunder. No removal of the Custodian shall be effective until the
appointment and acceptance of such appointment by a successor.




     Section 11. Transfer of Files Upon Termination.



          If the Custodian is notified by the Trustee that the Indenture has been terminated as to any
or all of the Receivables, upon written request of the Trustee, the Custodian shall release to such
Persons as the Trustee shall designate the Files relating to such Receivables.




     Section 12. Examination of Files.



          Upon reasonable prior notice to the Custodian, the Issuer, the Servicer, the Trustee and the
Required Persons and their agents, accountants, attorneys, auditors and prospective purchasers will
be permitted during normal business hours to examine the Files, documents, records and other papers
in the possession of or under the control of the Custodian relating to any or all of the
Receivables.




     Section 13. Insurance of Custodian.



          At its own expense, the Custodian shall maintain at all times during the existence of this
Agreement and keep in full force and effect fidelity insurance, theft of documents insurance,
forgery insurance and errors and omissions insurance. All such insurance shall be in amounts, with
standard coverage and subject to deductibles, all as is customary for insurance typically
maintained by banks which act as Custodian. A certificate of the respective insurer as to each
such policy, with a copy of such policy attached, shall be furnished to the Required Persons, upon
request.




     Section 14. Counterparts.



          For the purpose of facilitating the execution of this Agreement as herein provided, this
Agreement may be executed simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute and be one and the same
instrument.




     Section 15. Periodic Statements.



          Upon the request of the Issuer, the Servicer, the Trustee or any Required Person, the
Custodian shall provide to such person a list of all the Receivables for which the Custodian holds


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a File pursuant to this Agreement. Such list may be in the form of a copy of the Receivables
Schedule with manual deletions to specifically denote any Receivables paid off or repurchased since
the date of this Agreement.




     Section 16. GOVERNING LAW.



          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF (OTHER THAN SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).




     Section 17. Copies of Documents.



          Upon the request of the Issuer, the Servicer, the Trustee or any Required Person and at the
cost and expense of the Issuer, the Custodian shall provide such person with copies of the
documentation in the Files.




     Section 18. No Adverse Interest of Custodian.



          By execution of this Agreement, the Custodian represents and warrants that it currently holds,
and during the existence of this Agreement it shall hold, no adverse interest, by way of security
or otherwise, in any Receivable or File, and hereby waives and releases any such interest which it
may have in any Receivable or File as of the date hereof.




     Section 19. Termination by Custodian.



          The Custodian may terminate its obligations under this Agreement upon at least 90 days’ notice
to the Trustee, the Required Persons, the Servicer and the Issuer. In the event of such
termination, the Issuer shall appoint a successor Custodian acceptable to the Required Persons;
provided that: (i) no such resignation of the Custodian will become effective until the
acceptance of appointment by a successor Custodian, and (ii) if no successor or replacement
Custodian has been appointed and accepted such appointment in accordance with the terms of this
Agreement within 90 days of the written notice of resignation from the Custodian, the Custodian may
petition a court of competent jurisdiction for the appointment of an appropriately qualified
successor. The payment of such successor Custodian’s ongoing fees and expenses with respect to
each Receivable shall be solely the responsibility of the Issuer; provided,
however, that if the Custodian terminates its obligations pursuant to this Section
19 within 365 days from the date hereof, any initial set up or certification costs of such
successor Custodian shall be the responsibility of the Custodian. Upon such appointment, the
Custodian shall promptly transfer to the successor Custodian, as directed, all Files being
administered under this Agreement.




     Section 20. Term of Agreement.



          Unless terminated pursuant to Section 11 or Section 19 hereof, this Agreement
shall terminate upon the final payment or other liquidation of the last Receivable or the
disposition of all property acquired upon liquidation of any Receivable, and the final remittance
of all funds due the Issuer under the Transaction Documents. In such event all documents remaining
in the Files shall be released in accordance with the written instructions of the Trustee.




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     Section 21. Notices.



          All demands, notices and communications hereunder shall be in writing, executed by an
Authorized Representative and shall be deemed to have been duly given when received by the
recipient party at the address shown on Exhibit 9 the hereof, or at such other addresses as
may hereafter be furnished to the other parties. Any such demand, notice or communication
hereunder shall be deemed to have been received on the date delivered to or received at the
premises of the addressee (as evidenced, in the case of registered or certified mail, by the date
noted on the return receipt).




     Section 22. Successors and Assigns.



          This Agreement shall inure to the benefit of the Secured Parties and the successors and
assigns (as permitted by this Agreement) of each of the parties hereto.




     Section 23. Limitation on Liability.



          (a) The Custodian shall be responsible only for its specific functions and duties described
herein. Neither the Custodian nor any of its directors, officers, agents or employees shall be
liable for any action taken or omitted to be taken by it or them hereunder or in connection
herewith in good faith and believed by it or them to be within the purview of this Custodian
Agreement, except for its or their own negligence, lack of good faith or willful misconduct. In no
event shall the Custodian or its directors, officers, agents and employees be held liable for any
special, indirect or consequential damages resulting from any action taken or omitted to be taken
by it or them hereunder or in connection herewith even if advised of the possibility of such
damages.




          (b) The Custodian shall not be liable for any error of judgment, or for any act done or step
taken or omitted by it, in good faith, or for any mistakes of fact or law.




          (c) The Custodian may consult with counsel reasonably satisfactory to it and the opinion of
such counsel shall be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such
counsel.




          (d) The Custodian shall not be required to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties hereunder, or in the exercise of its
rights or powers, if the Custodian believes that repayment of such funds (repaid in accordance with
the terms of this Agreement) or adequate indemnity against such risk or liability is not reasonably
assured to it.




     Section 24. Indemnification of Custodian.



          The Issuer agrees to indemnify and hold the Custodian and its directors, officers, agents and
employees harmless against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever,
including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it
or them in any way relating to or arising out of this Custodian Agreement or any action taken or


-7-









 







 not taken by it or them hereunder unless such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by
or asserted against the Custodian because of the breach by the Custodian of its obligations
hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the
part of the Custodian or any of its directors, officers, agents or employees. The foregoing
indemnification shall survive any termination of this Custodian Agreement.




     Section 25. Custodian Obligations Regarding Genuineness of Documents.



          In the absence of gross negligence or bad faith on the part of Custodian, Custodian may
conclusively rely, as to the truth of the statements and correctness of the opinions expressed
therein, upon any request, instructions, certificate, opinion or other document furnished to
Custodian, reasonably believed by Custodian to be genuine and to have been signed or presented by
the proper party or parties and conforming to the requirements of this Custodian Agreement, but in
the case of any loan document or other request, instruction, document or certificate which by any
provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be
under a duty to examine the same to determine whether or not it conforms to the requirements of
this Custodian Agreement.




     Section 26. Shipment of Documents.



          Written instructions as to the method of shipment and shipper(s) the Custodian is directed to
utilize in connection with transmission of File documents in the performance of the Custodian’s
duties hereunder shall be delivered by the requesting party to the Custodian prior to any shipment
of any File documents hereunder. The Issuer will arrange for the provision of such services at its
sole cost and expense (or, at Custodian’s option, reimburse Custodian for all costs and expenses
incurred by Custodian consistent with such instructions) and will maintain such insurance against
loss or damage of files and loan documents during such shipment as the Issuer deems appropriate.
Without limiting the generality of the provisions of Section 24 above, it is expressly
agreed that in no event shall Custodian have any liability for any losses or damages to any person,
arising out of the use of shipping methods or shippers specified pursuant to written instructions
given by the Issuer, the Servicer, the Trustee or the Required Persons.




     Section 27. Authorized Representatives.



          Each individual designated as an authorized representative of the Custodian, the Issuer, the
Servicer and the Trustee is set forth on Exhibit 4 hereto (each, an “Authorized
Representative”), and is authorized to give and receive notices, requests and instructions and
to deliver certificates and documents in connection with the Custodian Agreement.




-8-









 








     Section 28. Reproduction of Documents.



          This Custodian Agreement and all documents relating thereto, including, without limitation,
(a) consents, waivers and modifications which may hereafter be executed, and (b) certificates and
other information previously or hereafter furnished, may be reproduced by any photographic,
photostatic, microfilm, microcard, miniature photographic or other similar process. The parties
agree that any such reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is in existence and whether or
not such reproduction was made by a party in the regular course of business, and that any
enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in
evidence.




     Section 29. Custodial File.



          In the event the Issuer, the Servicer or the Custodian shall be served by a third party with
any type of levy, attachment, writ or garnishment with respect to any Receivable, or in the event a
third party shall institute any court proceeding by which any document in the Custodial File shall
be required to be delivered otherwise than in accordance with the provisions of this Agreement, the
party which received such service shall immediately deliver or cause to be delivered to the other
parties hereto copies of all court papers, orders, documents and other materials concerning such
proceedings. In such event, the Custodian shall continue to hold and maintain all documents in the
Custodian File received by it pursuant to the provisions of this Agreement pending an order of a
court of competent jurisdiction permitting or directing disposition thereof. Upon final
determination of such court, the Custodian shall dispose of documents in the Custodian File held by
it as directed by such determination or, if no such determination is made, in accordance with the
provisions of this Agreement.





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          IN WITNESS WHEREOF, the Issuer, the Trustee and the Custodian have caused their names to be
duly signed hereto by their respective officers thereunto duly authorized, all as of the date first
above written.




	 	 	 	 	 
	 	COFINA FUNDING, LLC, as Issuer

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Custodian Agreement





 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Custodian Agreement





 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Custodian

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Custodian Agreement





 









 








EXHIBIT 1




FORM OF INITIAL TRUST RECEIPT AND CERTIFICATE




[Date]




	 	 	 	 	 
	 
	 	Number of Receivables:	 	 
	 
	 	 

	 
	 	Aggregate Outstanding Balance:	 	 
	 
	 	 	 	 





	 	 	 
	Cofina Financial, LLC

	 	U.S. Bank National Association
	5500 Cenex Drive

	 	60 Livingston Avenue
	St. Paul, Minnesota 55077

	 	St. Paul, Minnesota 55107
	Attn: Sharon Barber

	 	Attn: Structured Finance/Cofina Funding, LLC
	 
	 	 
	Cofina Funding, LLC
	 	 
	5500 Cenex Drive
	 	 
	St. Paul, Minnesota 55077
	 	 
	Attn: Sharon Barber
	 	 







	 	Re: 	 	The Custodian Agreement, dated as of August 10, 2005, (the “Custodian
Agreement”) between Cofina Funding, LLC, as the Issuer, and U.S. Bank National
Association, as Trustee and Custodian





Ladies and Gentlemen:




          In accordance with the provisions of Section 3 of the above-referenced Custodian
Agreement, the undersigned, as the Custodian, hereby certifies, subject to the provisions of the
Custodian Agreement, that it shall hold the Custodial Files with respect to the Receivables
identified on the schedule attached hereto for the exclusive benefit of the Trustee (on behalf of
the Secured Parties), that it has received a Custodial File with respect to each such Receivable
(other than any Receivable specifically identified on the attached exception report) and that with
respect to each such Receivable: (i) the related Obligor Note is in its possession and is an
original, and (ii) each Obligor Note has been endorsed as provided in Section 2(a) of the
Custodian Agreement.




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Custodian

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 





EXHIBIT 2




FORM OF FINAL TRUST RECEIPT AND CERTIFICATE




	 	 	 	 	 
	 
	 	Number of Receivables:	 	 
	 
	 	 

	 
	 	Aggregate Outstanding Balance:	 	 
	 
	 	 	 	 





	 	 	 
	Cofina Funding, LLC

	 	U.S. Bank National Association
	5500 Cenex Drive

	 	60 Livingston Avenue
	St. Paul, Minnesota 55077

	 	St. Paul, Minnesota 55107
	Attn: Sharon Barber

	 	Attn: Structured Finance/Cofina Funding, LLC
	 
	 	 
	Cofina Funding, LLC
	 	 
	5500 Cenex Drive
	 	 
	St. Paul, Minnesota 55077
	 	 
	Attn: Sharon Barber
	 	 







	 	 	 	Re: The Custodian Agreement, dated as of August 10, 2005, (the “Custodian
Agreement”), between Cofina Funding, LLC, as the Issuer, and U.S. Bank National
Association, as Trustee and Custodian






Ladies and Gentlemen:




          In accordance with the provisions of Section 5 of the above-referenced Custodian
Agreement, the undersigned, as the Custodian, hereby certifies, subject to the terms of the
Custodian Agreement, that as to each Receivable listed in the schedule attached hereto (other than
any Receivable listed on the document exceptions report attached hereto) it shall hold the
Custodial Files related to such Receivables for the exclusive benefit of the Trustee (on behalf of
the Secured Parties), that it has reviewed the Files and has determined that (i) all documents
required to be delivered to it pursuant to the Custodian Agreement are in its possession; (ii) such
documents have been reviewed by it and appear regular on their face and related to such Receivable;
and (iii) based on its examination and only as to the foregoing documents, the information set
forth in the Receivables Schedule with respect to such Receivable is correct.







	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
 as Custodian


 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 









 








EXHIBIT 3




REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT




To:                                                            

[Address]





	 	Re: 	 	The Custodian Agreement, dated as of August 10, 2005, (the “Custodian
Agreement”), between Cofina Funding, LLC, as the Issuer, and U.S. Bank National
Association, as Trustee and Custodian.





          In connection with the administration of the Receivables files held by you as the Custodian,
we request the release, and acknowledge receipt, of the (File/[specify documents]) for the
Receivable described below, for the reason indicated.




Obligor’s Name, Address & Zip Code:




Receivable Number:




Reason for Requesting Documents (check one)





	 	___ 1.	 	 Receivable Paid in Full. (The Servicer hereby certifies
that all amounts received in connection therewith have been credited to the
custodial account as provided in the Servicing Agreement.)
	 
	 	___ 2.	 	 Receivable in Foreclosure.
	 
	 	___ 3.	 	 Repurchase pursuant to the Servicing Agreement or Purchase
Agreement. (The Issuer hereby certifies that the repurchase price has been
credited to the Collection Account).
	 
	 	___ 4.	 	 Receivable liquidated by _________. (The Issuer hereby certifies
that all proceeds of the liquidation have been finally received and credited to
the Collection Account pursuant to the Servicing Agreement.)
	 
	 	___ 5. 	 	Other           (Explain)





          If box 1, 2 or 3 above is checked, and if all or part of the File was previously released to
us, please release to us any additional documents in your possession relating to the specified
Receivable.




          If box 4 or 5 above is checked, upon our return of all of the above documents to you as the
custodian, please acknowledge your reception by signing in the space indicated below, and returning
this form.




 









 








	 	 	 	 	 
	 	COFINA FUNDING, LLC

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Acknowledgment of Documents returned to the Custodian:




U.S. BANK NATIONAL ASSOCIATION, as Custodian




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 	 	 





 









 






EXHIBIT 4




AUTHORIZED REPRESENTATIVES




Issuer




1. Sharon Barber




Servicer




1. Sharon Barber




Custodian




1. Cynthia Rose




Trustee



1. Eve Kaplan



2. Toby Robillard




 









 








EXHIBIT 5




FORM OF NOTE TRANSFER POWER





 









 








          For Value Received, the undersigned does hereby sell, assign and transfer unto
______, the attached note and does hereby irrevocably constitute and
appoint ______attorney-in-fact to take all actions necessary or desireable to
effect such conveyance, with full power of substitution in the premises.




Dated: __________________________, 2005




	 	 	 	 	 
	 
	 	 	[CENEX FINANCE ASSOCIATION, INC.]
	 	 	 	 	 
	 
	 	 	By	 
	 
	 	 	 	 
	 
	 	 	Its	 
	 
	 	 	 	 





 









 






EXHIBIT 6




RECEIVABLES SCHEDULE





 











 





EXHIBIT 7




RESERVED




 









 





EXHIBIT 8




CUSTODIAL DELIVERY

CONFIRMATION




     On this ___
 day of                 
                   
     ,              
       , Cofina Funding, LLC, (the“Issuer”) as the Issuer under that certain Custodian Agreement, dated as of August 10,
2005, (the “Custodian Agreement”), between Cofina Funding, LLC, as the Issuer, and U.S.
Bank National Association, as Trustee and Custodian (the “Custodian”) does hereby deliver
to the Custodian, the Files with respect to the Receivables listed on the Schedule of Receivables
attached hereto. Such Receivables shall be subject to the terms of the Custodian Agreement as of
the date hereof.



     With respect to the Receivables delivered herewith, the Closing Date shall be                     .



     Capitalized terms used herein and not otherwise defined shall have the meanings set forth in
the Custodian Agreement.



     This Custodial Delivery Confirmation may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall
constitute one and the same instrument.



 









 





     IN WITNESS WHEREOF, the Issuer caused its name to be signed hereto by an officer thereunto
duly authorized as of the day and year above written.



	 	 	 	 	 	 	 	 	 
	 	 	COFINA FUNDING, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






Acknowledged and Accepted:




U.S. BANK NATIONAL ASSOCIATION, as Custodian




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 






 









 






EXHIBIT 9




NOTICE ADDRESSES




	 	 	 
	ISSUER:

	 	Cofina Funding, LLC
 5500 Cenex Drive
 St. Paul, Minnesota
55077 
Attn: Sharon Barber 
Telephone: (651) 355-6974

Facsimile: (651) 451-4917
	 
	 	 
	SERVICER:

	 	Cofina Financial, LLC
 5500 Cenex Drive 
St. Paul,
Minnesota 55077
 Attn: Sharon Barber
 Telephone: (651)
355-6974
 Facsimile: (651) 451-4917
	 
	 	 
	CUSTODIAN:

	 	U.S. Bank National Association
 1133 Rankin Street
 St.
Paul, Minnesota 55116
 Attn: Acct. Management/Cofina Document Collateral Service
 Telephone: (651)
695-6105
 Facsimile: (651) 695-6102
	 
	 	 
	TRUSTEE:

	 	U.S. Bank National Association
 60 Livingston Avenue
 St.
Paul, Minnesota 55107 
Attn: Structured Finance/Cofina
Funding, LLC
 Telephone: (651) 495-8055
 Facsimile: (651) 495-8090
	 
	 	 
	REQUIRED PERSONS:

	 	Bank Hapoalim 
1777 Avenue of the Americas
 New York, New
York 10036
 Attn: Brian W. James 
Telephone: (212)
782-2343
 Facsimile: (212) 782-2345
	 
	 	 
	 

	 	With copy to such
persons designated as “Required Persons” in any Series
Supplement.