EXECUTION COPY
 COFINA FUNDING, LLC,
 as Issuer
 U.S. BANK NATIONAL ASSOCIATION,
as Trustee
  U.S. BANK NATIONAL ASSOCIATION,
as Custodian
 CUSTODIAN AGREEMENT




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TABLE OF CONTENTS
 PageSection 1. Definitions
    
    
    1Section 2. Delivery of this Agreement; Delivery of the Files
    
    
    2Section 3. Initial Trust Receipt and Certificate Delivered by the Custodian
    
    
    3Section 4. Obligations of the Custodian
    
    
    3Section 5. Final Trust Receipt and Certificate Delivered by the Custodian
    
    
    3Section 6. Future Defects
    
    
    4Section 7. Release for Servicing
    
    
    4Section 8. Release for Payment
    
    
    4Section 9. Fees of Custodian
    
    
    4Section 10. Control by Trustee
    
    
    5Section 11. Transfer of Files Upon Termination
    
    
    5Section 12. Examination of Files
    
    
    5Section 13. Insurance of Custodian
    
    
    5Section 14. Counterparts
    
    
    5Section 15. Periodic Statements
    
    
    5Section 16. GOVERNING LAW
    
    
    6Section 17. Copies of Documents
    
    
    6Section 18. No Adverse Interest of Custodian
    
    
    6Section 19. Termination by Custodian
    
    
    6Section 20. Term of Agreement
    
    
    6Section 21. Notices
    
    
    7Section 22. Successors and Assigns
    
    
    7Section 23. Limitation on Liability
    
    
    7Section 24. Indemnification of Custodian
    
    
    7Section 25. Custodian Obligations Regarding Genuineness of Documents
    
    
    8Section 26. Shipment of Documents
    
    
    8Section 27. Authorized Representatives
    
    
    8Section 28. Reproduction of Documents
    
    
    9Section 29. Custodial File
    
    
    9
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EXHIBITS
 EXHIBIT 1
    
    FORM OF INITIAL TRUST RECEIPTEXHIBIT 2
    
    FORM OF FINAL TRUST RECEIPTEXHIBIT 3
    
    FORM OF REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPTEXHIBIT 4
    
    AUTHORIZED REPRESENTATIVESEXHIBIT 5
    
    FORM OF NOTE TRANSFER POWEREXHIBIT 6
    
    RECEIVABLE SCHEDULEEXHIBIT 7
    
    RESERVEDEXHIBIT 8
    
    FORM OF CUSTODIAL DELIVERY CONFIRMATIONEXHIBIT 9
    
    NOTICE ADDRESSES




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Issuer Trustee Custodian
 WITNESSETH:
 Receivable
    Definitions
 Base Indenture
 Agreement
 Authorized Representative Exhibit 4
 Closing Date
 Custodial Delivery Confirmation Exhibit 8
 Custodial File
 Custodian
 -1-




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File Section 2
 Final Trust Receipt and Certificate Section 5 Exhibit 2
 Initial Trust Receipt and Certificate Section 3 Exhibit 1
 Person
 Receivable Schedule Exhibit 6
 Servicer
 Servicing Agreement
 Trustee
 Delivery of this Agreement; Delivery of the Files
 Exhibit 6
 Section
2 Exhibit 5
  -2-




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Initial Trust Receipt and Certificate Delivered by the Custodian
 Exhibit 1 Section 2
 Obligations of the Custodian
  Final Trust Receipt and Certificate Delivered by the Custodian
 Section 2
 -3-




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Future Defects
 Section 5
 Release for Servicing
 Exhibit 3 Request
for Release Section 7
 Section 7
 Release for Payment
  Fees of Custodian
  -4-




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Control by Trustee
  Transfer of Files Upon Termination
  Examination of Files
  Insurance of Custodian
  Counterparts
  Periodic Statements
  -5-




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GOVERNING LAW
  Copies of Documents
  No Adverse Interest of Custodian
  Termination by Custodian
 provided provided however Section
19
 Term of Agreement
 Section 11 Section 19
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Notices
 Exhibit 9
 Successors and Assigns
  Limitation on Liability
     Indemnification of Custodian
  -7-




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Custodian Obligations Regarding Genuineness of Documents
  Shipment of Documents
 Section 24
 Authorized Representatives
 Exhibit 4 Authorized
Representative
 -8-




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Reproduction of Documents
  Custodial File
  -9-




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COFINA FUNDING, LLC, as IssuerBy:Name:Title: Custodian Agreement




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U.S. BANK NATIONAL ASSOCIATION, as TrusteeBy:Name:Title: Custodian Agreement




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U.S. BANK NATIONAL ASSOCIATION, as CustodianBy:Name:Title: Custodian Agreement




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EXHIBIT 1
 FORM OF INITIAL TRUST RECEIPT AND CERTIFICATE
  Number of Receivables:Aggregate Outstanding Balance:
 Cofina Financial, LLC
    
    U.S. Bank National Association5500 Cenex Drive
    
    60 Livingston AvenueSt. Paul, Minnesota 55077
    
    St. Paul, Minnesota 55107Attn: Sharon Barber
    
    Attn: Structured Finance/Cofina Funding, LLCCofina Funding, LLC5500 Cenex DriveSt. Paul, Minnesota 55077Attn: 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
  Section 3 Section 2(a)
 U.S. BANK NATIONAL ASSOCIATION,
as CustodianBy:Name:Title:




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EXHIBIT 2
 FORM OF FINAL TRUST RECEIPT AND CERTIFICATE
 Number of Receivables:Aggregate Outstanding Balance:
 Cofina Funding, LLC
    
    U.S. Bank National Association5500 Cenex Drive
    
    60 Livingston AvenueSt. Paul, Minnesota 55077
    
    St. Paul, Minnesota 55107Attn: Sharon Barber
    
    Attn: Structured Finance/Cofina Funding, LLCCofina Funding, LLC5500 Cenex DriveSt. Paul, Minnesota 55077Attn: 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
  Section 5
 U.S. BANK NATIONAL ASSOCIATION, as CustodianBy:Name:Title:




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EXHIBIT 3
 REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
 
 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.
  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)




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COFINA FUNDING, LLCBy:Name:Title:   By:Name:Title:Date:




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EXHIBIT 4
 AUTHORIZED REPRESENTATIVES
 Issuer
  Servicer
  Custodian
  Trustee




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EXHIBIT 5
 FORM OF NOTE TRANSFER POWER




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For Value Received
  [CENEX FINANCE ASSOCIATION, INC.]ByIts




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EXHIBIT 6
 RECEIVABLES SCHEDULE




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EXHIBIT 7
 RESERVED




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EXHIBIT 8
 CUSTODIAL DELIVERY
CONFIRMATION
 Issuer Custodian Agreement Custodian




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COFINA FUNDING, LLCBy:Name:Title:
   By:Name:Title:Date:




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EXHIBIT 9
 NOTICE ADDRESSES
 ISSUER:
    
    Cofina Funding, LLC 5500 Cenex Drive St. Paul, Minnesota
55077 Attn: Sharon Barber Telephone: (651) 355-6974
Facsimile: (651) 451-4917SERVICER:
    
    Cofina Financial, LLC 5500 Cenex Drive St. Paul,
Minnesota 55077 Attn: Sharon Barber Telephone: (651)
355-6974 Facsimile: (651) 451-4917CUSTODIAN:
    
    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) 695-6102TRUSTEE:
    
    U.S. Bank National Association 60 Livingston Avenue St.
Paul, Minnesota 55107 Attn: Structured Finance/Cofina
Funding, LLC Telephone: (651) 495-8055 Facsimile: (651) 495-8090REQUIRED PERSONS:
    
    Bank Hapoalim 1777 Avenue of the Americas New York, New
York 10036 Attn: Brian W. James Telephone: (212)
782-2343 Facsimile: (212) 782-2345With copy to such
persons designated as Required Persons in any Series
Supplement.