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OMNIBUS AMENDMENT AND AGREEMENT



THIS OMNIBUS AMENDMENT No. 3, dated as of May 16, 2008 (this
“Amendment No. 3”), is entered into by and among Cofina Funding, LLC
(the “Issuer”), Cofina Financial, LLC (the “Servicer” Bank Hapoalim
B.M. (the “Funding Agent”), Venus Funding Corporation (the
“Conduit Purchaser”) and U.S. Bank National Association, as Trustee
(in such capacity, the “Trustee” and as Custodian (in such capacity, the
“Custodian”), in each of the capacities in which they appear in the
Agreements (defined below). Capitalized terms used but not defined herein
have the meanings provided in the Indenture (defined below).




RECITALS



A. Reference is hereby made to (i) that certain Base Indenture, dated as
of August 10, 2005
(the “Base Indenture”), between the Issuer and the Trustee, and
that certain Series 2005-B
Supplement, dated as of November 18, 2005 (the “Series 2005-B
Supplement”) and together
with the Base Indenture, the “Indenture”), (ii) that certain
Note Purchase Agreement, dated as of
November 18, 2005 (the “Note Purchase Agreement” by and among
the Issuer, the Funding
Agent and the financial institutions from time to time party thereto as
Committed Purchasers,
(iii) that certain Omnibus Amendment, dated as of May 11,2007 (the
“First Omnibus 
Amendment”), by and among the Issuer, the Servicer, the Funding
Agent, the Trustee and the Custodian and (iv) that certain Omnibus Amendment
No. 2, dated as of October 1, 2007 (the “Second Omnibus Amendment”),
by and among the Issuer, the Servicer, the Funding Agent, the Trustee and the
Custodian (collectively, the documents referred to in clauses (i) (ii) (iii)
and (iv) above, the “Agreements”).



B. The parties to the Agreements desire to enter into this Amendment No. 3 to
increase the
maximum facility amount available to the Issuer during certain days as
designated by the Issuer
under the Agreements and to extend the Remaining Term to November 6, 2008.





1. Amendment to Agreements. The “Maximum Funded Amount”
(as defined in
the Note Purchase Agreement), the “Maximum Principal Amount” (as
defined in the
Series 2005-B Supplement), the maximum aggregate principal amount
of the Cofina
Variable Funding Asset-Backed Note, Series 2005-B, and any similar
references or
definitions in the Agreements shall be $204,000,000.00,
provided, that during certain
selected periods between the date hereof and November 6, 2008
(the “Remaining 
Term”), the “Maximum Funded Amount,” the “Maximum Principal
Amount”, the
maximum aggregate principal amount of the Cofina Variable Funding
Asset-Backed
Note, Series 2005-B, and any similar references or definitions in
the Agreements shall be
$306,000,000.00 (the “Increased Amount”). The Issuer shall
have the right, upon notice
to the Funding Agent and the Trustee by 12:30PM New York time on
the first day of the
period selected, to select one thirty consecutive day period and
one separate twenty
seven consecutive day period during the Remaining Term as periods
during which the
Increased Amount shall apply.



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2. Closing Fee. The Issuer hereby covenants and agrees, upon notice to the
Funding Agent that a period has been selected during which the
Increased Amount shall apply, or in any event on or before November 6,
2008, to pay to Venus Funding
Corporation a closing fee in the amount of $48,450.




3. Conditions Precedent. This Amendment No. 3 shall become
effective as of the
date hereof when the Funding Agent shall have received an original
counterpart (or
counterparts) of this Amendment No. 3 executed and delivered by
each of the parties hereto, or other evidence satisfactory to the
Funding Agent of the execution and delivery of this Amendment No. 3 by
such parties.




4. Reaffirmation of Covenants, Representations and Warranties.
Upon the
effectiveness of this Amendment No. 3, each of the Issuer and the
Servicer hereby
reaffirms all covenants, representations and warranties made in
the Agreements and
agrees that all such covenants, representations and warranties
shall be deemed to have
been remade as of the effective date of this Amendment No. 3
(except for such
representations and warranties that are limited by their terms to an
earlier date, in which case such representations and warranties shall
speak of such date).




5. Representations and Warranties. Each of the Issuer and
the Servicer hereby
represents and warrants that (i) this Amendment No. 3 constitutes a
legal, valid and
binding obligation of such Person, enforceable against it in
accordance with its terms, and (ii) upon the effectiveness of this
Amendment No. 3, no Event of Default shall exist under the Agreements.




6. Effect of Amendment. Except as expressly amended and
modified by this
Amendment No. 3, all provisions of the Agreements shall remain in full force and effect.
After this Amendment No. 3 becomes effective, all references in each of the Agreements
to “this Agreement”, “hereof’, “herein”, or words of similar effect referring to such
Agreement shall be deemed to be references to the applicable Agreement as amended by
this Amendment No. 3. This Amendment No. 3 shall not be deemed to expressly or
impliedly waive, amend or supplement any provision of the Agreements other than as set
forth herein.




7. Counterparts. This Amendment No. 3 may be executed in any number of
counterparts and by different parties on separate counterparts, and
each counterpart shall be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.




8. Governing Law. This Amendment No. 3 shall be governed
by, and construed in
accordance with the law of the State of New York (without reference
to its conflict of law
provisions other than Section 5-1401 of the New York General
Obligations Law).




9. Section Headings. The various headings of this Amendment No.
3 are inserted
for convenience only and shall not affect the meaning or interpretation
of this
Amendment No. 3 or the Agreements or any provision hereof or thereof.



     IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.



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	 	 	COFINA FUNDING, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	COFINA FINANCIAL, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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	 	 	VENUS FUNDING CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as	 	 
	 
	 	 	 	 	 	 
	 	 	Trustee and Custodian	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BANK HAPOALIM B.M.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 







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