EXECUTION COPY




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TABLE OF CONTENTS
 PageARTICLE I CERTAIN DEFINITIONS
    
    
    11.01 Definitions
    
    
    11.02 Other Definitional Provisions
    
    
    1ARTICLE II PURCHASE AND SALE OF THE CONVEYED PROPERTY
    
    
    32.01 Purchase and Sale of the Purchased Assets
    
    
    32.02 Payment for Purchased Assets
    
    
    42.03 The Closing
    
    
    52.04 Deliveries
    
    
    52.05 No Assumption of Liability
    
    
    52.06 [Reserved]
    
    
    62.07 Settlement as to Specific Receivables and Dilution
    
    
    62.08 Reconveyance of Receivables
    
    
    62.09 Substitution
    
    
    62.10 Purchase Termination Event
    
    
    7ARTICLE III REPRESENTATIONS AND WARRANTIES
    
    
    93.01 Representations and Warranties of the Purchaser
    
    
    93.02 Representations and Warranties of the Seller
    
    
    103.03 Representations and Warranties of the Seller Relating
to the Agreement
and the Receivables
    
    
    14ARTICLE IV CONDITIONS
    
    
    154.01 Conditions to Obligation of the Purchaser
    
    
    154.02 Conditions to Obligation of the Seller
    
    
    16ARTICLE V COVENANTS OF SELLER
    
    
    165.01 Covenants
    
    
    16ARTICLE VI MISCELLANEOUS PROVISIONS
    
    
    256.01 Obligations of Seller
    
    
    256.02 Counterparts
    
    
    256.03 Amendment
    
    
    256.04 Assignment; Third-Party Beneficiaries
    
    
    256.05 No Bankruptcy Petition
    
    
    256.06 No Recourse
    
    
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TABLE OF CONTENTS
 Page6.07 Waivers
    
    
    266.08 Notices
    
    
    266.09 Costs and Expenses
    
    
    266.10 Survival of Representations
    
    
    266.11 Headings and Cross-Reference
    
    
    26
 SCHEDULE 1
    
    DESIGNATED LOAN AGREEMENTSSCHEDULE 2
    
    SELLER ORGANIZATIONAL INFORMATIONEXHIBIT A
    
    FORM OF LOCKBOX AGREEMENTEXHIBIT B
    
    FORM OF MONTHLY FINANCIAL STATEMENTSEXHIBIT C
    
    FORM OF PURCHASE NOTICE
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Agreement Seller Purchaser
      Definitions
 Other Definitional Provisions
 Addition Date Section 2.01(b)
 Additional Designated Loan Agreement Schedule 1
 Cut-Off Date
 Designated Loan Agreements
 Indenture
 Initial Cut-Off Date




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Initial Designated Loan Agreements
 Initial Sale Date Section 2.01(a)
 Lockbox
 Lockbox Agreement Exhibit A
 Officers Certificate
 Opinion of Counsel
 Potential Purchase Termination Event
 Purchase and Contribution Agreement
 Purchase Notice Section 2.01(a)
 Purchase Price Section
2.07
 Purchase Termination Date Section 2.10
 Purchase Termination Event Section 2.10
 Purchased Assets Section 2.01(a)
 Seller preamble
 Subsequent Cut-Off Date
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Subsequent Transfer Date Section
2.09
 Subsequently Transferred Receivables
 Transfer Date
   Purchase and Sale of the Purchased Assets
 Initial Sale Date
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Purchased Assets Exhibit C Purchase Notice
 Addition Date
 Payment for Purchased Assets Section
2.02(b)
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The Closing
 Deliveries
   No Assumption of Liability
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[Reserved]
 Settlement as to Specific Receivables and Dilution
 Section 3.03 Section 3.03 Section 2.07(c) provided
 Section 2.07(c)
 Section 2.07(a) (b) provided however nd provided further Section 2.07 Section 2.09
 Reconveyance of Receivables Section 2.07
 Substitution
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Section 2.07 Section 2.09
     Purchase Termination Event
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provided however Section 2.10(c) Section 2.07 Section 2.09
 provided
    Purchase Termination Event Purchase Termination Date
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Section 2.01 clause (g) Section 2.01 Section 2.01
   Representations and Warranties of the Purchaser
 Organization and Good Standing
 Due Qualification
 Due Authorization
 Due Execution and Delivery; Binding Obligation
 No Violation
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No Proceedings
 Governmental and Other Consents
 No Purchase Termination Event
 Representations and Warranties of the Seller
 Organization and Good Standing
 Due Qualification
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Due Authorization
 Due Execution and Delivery; Binding Obligation
 No Violation
 No Proceedings
 Governmental and Other Consents
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Protection of Purchasers Rights
 No Purchase Termination Event
 Margin Regulations
 Accuracy of Information Schedule 2
 Offices Section 6.08
 Trade Names
 Taxes
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Licenses and Labor Controversies
   Compliance with Applicable Laws
 Reliance on Separate Legal Identity
 Purchase Price
 Perfection Representations paragraphs (2), (4), (6), (7), (8), (11), (12), (13) (15) Schedule I
 Credit Manual
 Transaction Documents
 Investment Company Status
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Sale Treatment provided however
 Representations and Warranties of the Seller Relating to the Agreement and the
Receivables
 Representations and Warranties
 Section 3.02
 Schedule 1
 Article II
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Eligibility of Receivables Section 3.03(a)
   Conditions to Obligation of the Purchaser
 Representations and Warranties True
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Computer Files Marked Schedule 1
 Other Transactions
 No Purchase Termination Event, Event of Default or Early Amortization Event
 Conditions to Obligation of the Seller
 Representations and Warranties True
 Payment of Purchase Price Article II
   Covenants
  Protection of Right, Title and Interest
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Changes in Name, Identity or Corporate Structure
 Changes in Jurisdiction of Organization or Relocation
 Security Interests
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provided however Section 5.01(d)
 Compliance with Loan Documents and Credit Manual
 Delivery of Collections
 Notice of Liens
 Costs and Expenses
 Financial Reporting
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Compliance with Laws
 Keeping of Records and Books of Account
 Notice of Breach Sections 3.01 3.02 3.03
 Separate Existence
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Section
8.6(m)
  Rating Maintenance
 Computer Files Section 4.01
 Financial and Other Information
 Exhibit B
  Changes to Credit Manual
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Conduct of Business and Maintenance of Existence
 Compliance with ERISA and Internal Revenue Code.
 No Release
 Taxes
 Transaction Documents
 Indemnities by the Seller Purchase and Sale Indemnified Party Purchase and Sale Indemnified Amounts
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excluding however
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Environmental Laws
  Section 5.01(w)
 Merger or Consolidation of, or Assumption of the Obligations of, the Seller
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Surviving Entity
 Section 5.01(x)
 Furnishing of Information and Inspection of Records
 Further Acts
 UCS Score
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No Pledges
   Obligations of Seller
 Counterparts
 Amendment
 Assignment; Third-Party Beneficiaries Section 5.01(x) Section 6.04
 No Bankruptcy Petition
 No Recourse
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Waivers
 Notices
   Costs and Expenses
 Survival of Representations
 Headings and Cross-Reference
 GOVERNING LAW . THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
EACH OF THE PARTIES TO
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THIS AGREEMENT HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW
THE JUDGMENT THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS
AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS
AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT.
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COFINA FINANCIAL, LLC, as SellerBy:Name:Title: COFINA FUNDING, LLC, as PurchaserBy:Name:Title: Purchase and Sale Agreement




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Identification No. forJurisdiction of
    
    Jurisdiction ofEntity Legal Name
    
    Entity Type
    
    Organization
    
    OrganizationCofina Financial, LLC
    
    Limited Liability Company
    
    Minnesota




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EXHIBIT A
 (FORM OF LOCKBOX AGREEMENT)




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EXHIBIT B
 (FORM OF MONTHLY FINANCIAL STATEMENTS)




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EXHIBIT C
 (FORM OF PURCHASE NOTICE)
  
 
 
 Purchase Notice
  Agreement Seller Purchaser Section 2.01(a)(vii) Cut-Off Date Schedule I Schedule I
 COFINA FINANCIAL, LLCBy:Name:Title:




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Schedule I to Purchase Notice
 (List of Receivables)