Common use of Conditions to Transfers Clause in Contracts

Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery of the Transfer Agreement: (a) The Depositor shall have delivered to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include and incorporate a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) The VFC Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust the duly executed VFC Assignment with respect to the VFC Contracts being conveyed by the VFC Trust on the Closing Date; (c) A letter from PricewaterhouseCoopers LLP, or another nationally recognized accounting firm, addressed to the Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSA, the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSA, the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of CFUSA, the Servicer and the Depositor; (e) Officially certified, recent evidence of due incorporation or formation, as the case may be and good standing of each of CFUSA and the Depositor under the laws of Delaware; (i) Evidence of proper filing or provision for filing with appropriate offices in the jurisdictions in which a UCC financing statement was filed naming the Depositor as debtor and the VFC Trust as secured party, with respect to the VFC Contracts, of a UCC assignment identifying the VFC Contracts as collateral being assigned back to the Depositor, executed by the VFC Trust; (ii) evidence of proper filing or provision for filing with appropriate offices in the applicable state of organization of the applicable Financing Originator of UCC financing statements naming the applicable Financing Originator as debtor, and naming CFUSA as secured party (and the Depositor as assignee), to perfect the grant of a security interest from the applicable Financing Originator to CFUSA and then to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iii) evidence of proper filing or provision for filing with appropriate offices in the state of organization of CFUSA of UCC financing statements naming CFUSA as debtor, and naming the Depositor as secured party, to perfect the grant of a security interest from CFUSA to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iv) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Depositor of UCC financing statements naming the Depositor as debtor, and naming the Trust as secured party, to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; and (v) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Trust of UCC financing statements naming the Trust as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from the Trust to the Indenture Trustee pursuant to the Indenture; (g) Evidence of deposit in the Cash Collateral Account of the initial Required Cash Collateral Amount; (h) A fully executed Substitute VFC Purchase Agreement; (i) A fully executed Non-VFC Conveyancing Agreement; (j) A fully executed Non-VFC Purchase Agreement; (k) A fully executed VFC Assignment; (l) A fully executed Trust Agreement; (m) A fully executed Administration Agreement; (n) A fully executed Indenture; (o) A fully executed Pooling Agreement; (p) An opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP to the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (q) Each of the representations and warranties made by CFUSA pursuant to Article III of the Purchase and Sale Agreements shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA shall have performed in all material respects all obligations to be performed by it under the Purchase and Sale Agreements on or prior to the Closing Date; (r) Each of the representations and warranties made by the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of the Closing Date; (s) The Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (t) No event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (u) The Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transfer.

Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery of the Transfer Agreement: (a) The the Depositor shall have delivered to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include and incorporate a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) The VFC [ ] shall have delivered and the [ ] Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust the a duly executed VFC Assignment Agreement (in the case of [ ]) and the [ ] Assignment (in the case of the [ ] Trust) with respect to the VFC Contracts being conveyed by the VFC Trust them, respectively, on the Closing Date; (c) A letter from PricewaterhouseCoopers LLP, or another a nationally recognized accounting firm, addressed to the Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSA[ ], the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSA[ ], the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of CFUSA[ ], the Servicer and the Depositor; (e) Officially certified, recent evidence of due incorporation or formation, as the case may be and good standing of each of CFUSA [ ] and the Depositor under the laws of Delaware; (if) Evidence of proper filing or provision for filing with appropriate offices officers in the jurisdictions in which a UCC financing statement was filed naming the Depositor as debtor and the VFC Trust as secured party, with respect to the VFC Contracts, of a UCC assignment identifying the VFC Contracts as collateral being assigned back to the Depositor, executed by the VFC Trust; (ii) evidence of proper filing or provision for filing with appropriate offices in the applicable state of organization of the applicable Financing Originator Filing Locations of UCC financing statements naming the applicable Financing Originator executed by [ ], as debtor, and naming CFUSA the Depositor as secured party (and the Depositor Owner Trustee as assignee), to perfect ) and identifying the grant of a security interest from the applicable Financing Originator to CFUSA and then to the Depositor pursuant to the applicable Purchase and Sale AgreementsContract Assets as collateral; (iii) evidence of proper filing or provision for with appropriate officer in the UCC Filing Locations of a UCC partial release identifying the [ ] Contracts as collateral being released, executed by the [ ] Trust; and evidence of proper filing with appropriate offices officer in the state of organization of CFUSA UCC Filing Locations of UCC financing statements naming CFUSA executed by the Depositor, as debtor, and naming the Depositor Owner Trustee as secured party, to perfect party (and the grant of a security interest from CFUSA to Indenture Trustee as assignee) and identifying the Depositor pursuant to the applicable Purchase Trust Assets as collateral; and Sale Agreements; (iv) evidence of proper filing or provision for filing with appropriate offices officers in the state of organization of the Depositor UCC Filing Locations of UCC financing statements naming the Depositor as debtor, and naming executed by the Trust as secured party, to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; and (v) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Trust of UCC financing statements naming the Trust as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from party and identifying the Trust to the Indenture Trustee pursuant to the IndentureAssets, as collateral; (g) Evidence of deposit in the Collection Account of all Pledged Revenues received with respect to the Initial Contracts after the Initial Cut-off Date through and including the date which is two days preceding the Closing Date, together with an Officer's Certificate from the Servicer to the effect that such amount is materially correct; (h) Evidence of deposit in the Cash Collateral Account of the initial Required Cash Collateral Amount; (h) A fully executed Substitute VFC Purchase Agreement; (i) A fully executed Non-VFC Conveyancing Purchase and Sale Agreement, together with the Assignment Agreement executed by [ ] pursuant thereto; (j) A fully executed Non-VFC Purchase Agreement[ ] Assignment; (k) A fully executed VFC Assignment; (l) A fully executed Trust Agreement; (ml) A fully executed Administration Agreement; (nm) A fully executed Indenture; (on) A fully executed Pooling Agreement; (p) An an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP [ ] to the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 Notes, Class B Notes, Class C Notes and Class D Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation;, (qo) Each each of the representations and warranties made by CFUSA [ ] pursuant to Article III of the Purchase and Sale Agreements Agreement shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA [ ] shall have performed in all material respects all obligations to be performed by it under the Purchase and Sale Agreements on or prior to the Closing Date; (rp) Each each of the representations and warranties made by the Trust, the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of the Closing Date; (sq) The the Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (tr) No no event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (us) The the Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transfer.

Conditions to Transfers. The Depositor shall transfer Notwithstanding any provisions to the Trust contrary in this Agreement (including under this Article VIII), the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented Parties agree that, in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery any Transfer of the Transfer AgreementShares: (a) The Depositor the Transferee (and, if applicable, its New Parent Shareholder), if not already a party to each of this Agreement, the Regionalization Agreement and/or the Restrictive Covenant Agreement, shall have delivered be required to deliver to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include Company (and incorporate a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) The VFC Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust the duly executed VFC Assignment with respect to the VFC Contracts being conveyed by the VFC Trust on the Closing Date; (c) A letter from PricewaterhouseCoopers LLP, or another nationally recognized accounting firm, addressed to the Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSA, the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSA, the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of CFUSA, the Servicer and the Depositor; (e) Officially certified, recent evidence of due incorporation or formationShareholder), as the case may be and good standing of each of CFUSA and the Depositor under the laws of Delaware;be: (i) Evidence of proper filing or provision for filing with appropriate offices in the jurisdictions in which a UCC financing statement was filed naming the Depositor as debtor and the VFC Trust as secured party, with respect to the VFC Contracts, counterpart of a UCC assignment identifying the VFC Contracts as collateral being assigned back to the Depositor, Deed of Adherence duly executed by the VFC Trust; Transferee and (if applicable) the New Parent Shareholder; (ii) evidence a counterpart of proper filing or provision for filing with appropriate offices a deed of adherence to the Regionalization Agreement (in substantially the applicable state of organization of form prescribed by the applicable Financing Originator of UCC financing statements naming the applicable Financing Originator as debtor, and naming CFUSA as secured party (and the Depositor as assigneeRegionalization Agreement), to perfect duly executed by the grant of a security interest from Transferee and (if applicable) the applicable Financing Originator to CFUSA and then to New Parent Shareholder, unless otherwise waived by, or varied with the Depositor pursuant to the applicable Purchase and Sale Agreements; approval of, all Shareholders in writing; (iii) evidence of proper filing or provision for filing with appropriate offices in the state of organization of CFUSA of UCC financing statements naming CFUSA as debtor, and naming the Depositor as secured party, to perfect the grant a counterpart of a security interest from CFUSA deed of adherence to the Depositor pursuant to Restrictive Covenant Agreement (in substantially the applicable Purchase form prescribed by the Restrictive Covenant Agreement), duly executed by the Transferee and Sale Agreements(if applicable) the New Parent Shareholder, unless otherwise waived by, or varied with the approval of, all Shareholders in writing; and (iv) evidence any other agreements, documents or instruments as the Company may reasonably require (after receipt of proper filing or provision for filing the prior written consent of the Shareholder effecting the Transfer in question); and (b) the Company must not, as a result of such Transfer, cease to comply with appropriate offices the terms imposed by MAS in the state of organization of IPA or any License Condition (including the Depositor of UCC financing statements naming the Depositor as debtorSingaporean License Condition) and/or under applicable Laws; and provided, and naming the Trust as secured partyfurther, that such Transfer (other than any Transfer referred to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; in Sections 8.1(b)(i), (iii), (iv) and (v) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Trust of UCC financing statements naming the Trust as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from the Trust above) shall be subject to the Indenture Trustee pursuant to the Indenture; (g) Evidence of deposit in the Cash Collateral Account of the initial Required Cash Collateral Amount; (h) A fully executed Substitute VFC Purchase Agreement;following conditions: (i) A fully executed Non-VFC Conveyancing Agreementthe Transferee shall not be a Prohibited Person, except in the case of a Transfer in accordance with Section 8.4 in which each of Grab and Singtel sells the entirety of its Shares; (jii) A fully executed Non-VFC Purchase Agreementthe consideration paid for such Transfer shall be entirely in cash, save for Transfer referred to in Section 8.4; (kiii) A fully executed VFC Assignment; (l) A fully executed Trust Agreement; (m) A fully executed Administration Agreement; (n) A fully executed Indenture; (o) A fully executed Pooling Agreement; (p) An opinion such Transfer shall not require the filing of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP to a prospectus or a registration statement by the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (q) Each of the representations and warranties made by CFUSA Company pursuant to Article III of the Purchase and Sale Agreements shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA shall have performed in all material respects all obligations to be performed by it under the Purchase and Sale Agreements on or prior to the Closing Date; (r) Each of the representations and warranties made by the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of the Closing Date; (s) The Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (t) No event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Defaultany applicable securities Laws; and (uiv) The Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof such Transfer shall not result in the violation of applicable Law. Any Transfer or attempted Transfer in violation of this Agreement (including Sections 8.7 and 8.8) shall be deemed to adversely affect null and void ab initio and no such Transfer shall be recorded in the validity Company’s electronic register of any such transfermembers.

Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery of the Transfer Agreement: (a) The the Depositor shall have delivered to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include and incorporate a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) The the VFC Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust the duly executed VFC Assignment with respect to the VFC Contracts being conveyed by the VFC Trust on the Closing Date; (c) A letter from PricewaterhouseCoopers LLP, or another nationally recognized accounting firm, addressed to the Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSA, the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSA, the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of CFUSA, the Servicer and the Depositor; (e) Officially certified, recent evidence of due incorporation or formation, as the case may be and good standing of each of CFUSA and the Depositor under the laws of Delaware; (i) Evidence of proper filing or provision for filing with appropriate offices in the jurisdictions in which a UCC financing statement was filed naming the Depositor as debtor and the VFC Trust as secured party, with respect to the VFC Contracts, of a UCC assignment identifying the VFC Contracts as collateral being assigned back to the Depositor, executed by the VFC Trust; (ii) evidence of proper filing or provision for filing with appropriate offices in the applicable state of organization of the applicable Financing Originator of UCC financing statements naming the applicable Financing Originator as debtor, and naming CFUSA as secured party (and the Depositor as assignee), to perfect the grant of a security interest from the applicable Financing Originator to CFUSA and then to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iii) evidence of proper filing or provision for filing with appropriate offices in the state of organization of CFUSA of UCC financing statements naming CFUSA as debtor, and naming the Depositor as secured party, to perfect the grant of a security interest from CFUSA to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iv) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Depositor of UCC financing statements naming the Depositor as debtor, and naming the Trust as secured party, to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; and (v) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Trust of UCC financing statements naming the Trust as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from the Trust to the Indenture Trustee pursuant to the Indenture; (g) Evidence of deposit in the Cash Collateral Account of the initial Required Cash Collateral Amount; (h) A fully executed Substitute VFC Purchase Agreement; (i) A fully executed Non-VFC Conveyancing Agreement; (j) A fully executed Non-VFC Purchase Agreement; (k) A fully executed VFC Assignment; (l) A fully executed Trust Agreement; (m) A fully executed Administration Agreement; (n) A fully executed Indenture; (o) A fully executed Pooling Agreement; (p) An opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP to the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (q) Each of the representations and warranties made by CFUSA pursuant to Article III of the Purchase and Sale Agreements shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA shall have performed in all material respects all obligations to be performed by it under the Purchase and Sale Agreements on or prior to the Closing Date; (r) Each of the representations and warranties made by the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of the Closing Date; (s) The Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (t) No event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (u) The Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transfer.

Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery of the Transfer Agreement: (a) The the Depositor shall have delivered to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include and incorporate a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) The the VFC Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust the duly executed VFC Assignment with respect to the VFC Contracts being conveyed by the VFC Trust on the Closing Date; (c) A letter from PricewaterhouseCoopers LLP, or another nationally recognized accounting firm, addressed to the Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSA, the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSA, the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of CFUSA, the Servicer and the Depositor; (e) Officially certified, recent evidence of due incorporation or formation, as the case may be and good standing of each of CFUSA and the Depositor under the laws of Delaware; (i) Evidence of proper filing or provision for filing with appropriate offices in the jurisdictions in which a UCC financing statement was filed naming the Depositor as debtor and the VFC Trust as secured party, with respect to the VFC Contracts, of a UCC assignment identifying the VFC Contracts as collateral being assigned back to the Depositor, executed by the VFC Trust; (ii) evidence of proper filing or provision for filing with appropriate offices in the applicable state of organization of the applicable Financing Originator of UCC financing statements naming the applicable Financing Originator as debtor, and naming CFUSA as secured party (and the Depositor as assignee), to perfect the grant of a security interest from the applicable Financing Originator to CFUSA and then to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iii) evidence of proper filing or provision for filing with appropriate offices in the state of organization of CFUSA of UCC financing statements naming CFUSA as debtor, and naming the Depositor as secured party, to perfect the grant of a security interest from CFUSA to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iv) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Depositor of UCC financing statements naming the Depositor as debtor, and naming the Trust as secured party, to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; and (v) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Trust of UCC financing statements naming the Trust as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from the Trust to the Indenture Trustee pursuant to the Indenture; (g) Evidence of deposit in the Cash Collateral Reserve Account of the initial Required Cash Collateral Reserve Amount; (h) A fully executed Substitute VFC Purchase Agreement; (i) A a fully executed Non-VFC Conveyancing Agreement; (j) A a fully executed Non-VFC Purchase Agreement; (k) A a fully executed VFC Assignment; (l) A a fully executed Trust Agreement; (m) A a fully executed Administration Agreement; (n) A a fully executed Indenture; (o) A a fully executed Pooling Agreement; (p) An a fully executed Class A-3 Swap Agreement; (q) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP to the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D C Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (qr) Each each of the representations and warranties made by CFUSA pursuant to Article III of the Purchase and Sale Agreements shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA shall have performed in all material respects all obligations to be performed by it under the Purchase and Sale Agreements on or prior to the Closing Date; (rs) Each each of the representations and warranties made by the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of the Closing Date; (st) The the Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (tu) No no event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (uv) The the Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transfer.

Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery of the Transfer Agreement: (a) The the Depositor shall have delivered to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include and incorporate a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) The the VFC Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust the duly executed VFC Assignment with respect to the VFC Contracts being conveyed by the VFC Trust on the Closing Date; (c) A letter from PricewaterhouseCoopers LLP, or another nationally recognized accounting firm, addressed to the Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSA, the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSA, the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of CFUSA, the Servicer and the Depositor; (e) Officially certified, recent evidence of due incorporation or formation, as the case may be and good standing of each of CFUSA and the Depositor under the laws of Delaware; (i) Evidence of proper filing or provision for filing with appropriate offices in the jurisdictions in which a UCC financing statement was filed naming the Depositor as debtor and the VFC Trust as secured party, with respect to the VFC Contracts, of a UCC assignment identifying the VFC Contracts as collateral being assigned back to the Depositor, executed by the VFC Trust; (ii) evidence of proper filing or provision for filing with appropriate offices in the applicable state of organization of the applicable Financing Originator of UCC financing statements naming the applicable Financing Originator as debtor, and naming CFUSA as secured party (and the Depositor as assignee), to perfect the grant of a security interest from the applicable Financing Originator to CFUSA and then to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iii) evidence of proper filing or provision for filing with appropriate offices in the state of organization of CFUSA of UCC financing statements naming CFUSA as debtor, and naming the Depositor as secured party, to perfect the grant of a security interest from CFUSA to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iv) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Depositor of UCC financing statements naming the Depositor as debtor, and naming the Trust as secured party, to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; and (v) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Trust of UCC financing statements naming the Trust as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from the Trust to the Indenture Trustee pursuant to the Indenture; (g) Evidence of deposit in the Cash Collateral Reserve Account of the initial Required Cash Collateral Reserve Amount; (h) A fully executed Substitute VFC Purchase Agreement; (i) A a fully executed Non-VFC Conveyancing Agreement; (j) A a fully executed Non-VFC Purchase Agreement; (k) A a fully executed VFC Assignment; (l) A a fully executed Trust Agreement; (m) A a fully executed Administration Agreement; (n) A a fully executed Indenture; (o) A a fully executed Pooling Agreement; (p) An an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP to the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (q) Each each of the representations and warranties made by CFUSA pursuant to Article III of the Purchase and Sale Agreements shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA shall have performed in all material respects all obligations to be performed by it under the Purchase and Sale Agreements on or prior to the Closing Date; (r) Each each of the representations and warranties made by the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of the Closing Date; (s) The the Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (t) No no event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (u) The the Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transfer.

Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery of the Transfer Agreement: (a) The the Depositor shall have delivered to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include and incorporate a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) The VFC [ ] shall have delivered and the [ ] Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust the a duly executed VFC Assignment Agreement (in the case of [ ]) and the [ ] Assignment (in the case of the [ ] Trust) with respect to the VFC Contracts being conveyed by the VFC Trust them, respectively, on the Closing Date; (c) A letter from PricewaterhouseCoopers Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSA[ ], the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSA[ ], the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of CFUSA[ ], the Servicer and the Depositor; (e) Officially certified, recent evidence of due incorporation or formation, as the case may be and good standing of each of CFUSA [ ] and the Depositor under the laws of Delaware; (if) Evidence of proper filing or provision for filing with appropriate offices officers in the jurisdictions in which a UCC financing statement was filed naming the Depositor as debtor and the VFC Trust as secured party, with respect to the VFC Contracts, of a UCC assignment identifying the VFC Contracts as collateral being assigned back to the Depositor, executed by the VFC Trust; (ii) evidence of proper filing or provision for filing with appropriate offices in the applicable state of organization of the applicable Financing Originator Filing Locations of UCC financing statements naming the applicable Financing Originator executed by [ ], as debtor, and naming CFUSA the Depositor as secured party (and the Depositor Owner Trustee as assignee), to perfect ) and identifying the grant of a security interest from the applicable Financing Originator to CFUSA and then to the Depositor pursuant to the applicable Purchase and Sale AgreementsContract Assets as collateral; (iii) evidence of proper filing or provision for with appropriate officer in the UCC Filing Locations of a UCC partial release identifying the [ ] Contracts as collateral being released, executed by the [ ] Trust; and evidence of proper filing with appropriate offices officer in the state of organization of CFUSA UCC Filing Locations of UCC financing statements naming CFUSA executed by the Depositor, as debtor, and naming the Depositor Owner Trustee as secured party, to perfect party (and the grant of a security interest from CFUSA to Indenture Trustee as assignee) and identifying the Depositor pursuant to the applicable Purchase Trust Assets as collateral; and Sale Agreements; (iv) evidence of proper filing or provision for filing with appropriate offices officers in the state of organization of the Depositor UCC Filing Locations of UCC financing statements naming the Depositor as debtor, and naming executed by the Trust as secured party, to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; and (v) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Trust of UCC financing statements naming the Trust as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from party and identifying the Trust to the Indenture Trustee pursuant to the IndentureAssets, as collateral; (g) Evidence of deposit in the Collection Account of all Pledged Revenues received with respect to the Initial Contracts after the Initial Cutoff Date through and including the date which is two days preceding the Closing Date, together with an Officer's Certificate from the Servicer to the effect that such amount is materially correct; (h) Evidence of deposit in the Cash Collateral Account of the initial Required Cash Collateral Amount; (h) A fully executed Substitute VFC Purchase Agreement; (i) A fully executed Non-VFC Conveyancing Purchase and Sale Agreement, together with the Assignment Agreement executed by [ ] pursuant thereto; (j) A fully executed Non-VFC Purchase Agreement[ ] Assignment; (k) A fully executed VFC Assignment; (l) A fully executed Trust Agreement; (ml) A fully executed Administration Agreement; (nm) A fully executed Indenture; (on) A fully executed Pooling Agreement; (p) An an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP [ ] to the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 Notes, Class B Notes, Class C Notes and Class D Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation;, (qo) Each each of the representations and warranties made by CFUSA [ ] pursuant to Article III of the Purchase and Sale Agreements Agreement shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA [ ] shall have performed in all material respects all obligations to be performed by it under the Purchase and Sale Agreements on or prior to the Closing Date; (rp) Each each of the representations and warranties made by the Trust, the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of the Closing Date; (sq) The the Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (tr) No no event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (us) The the Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transfer.

Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery of the Transfer Agreement: (a) The the Depositor shall have delivered to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include and incorporate a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) The the VFC Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust the duly executed VFC Assignment with respect to the VFC Contracts being conveyed by the VFC Trust on the Closing Date; (c) A letter from PricewaterhouseCoopers LLP, or another nationally recognized accounting firm, addressed to the Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSA, the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSA, the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of CFUSA, the Servicer and the Depositor; (e) Officially certified, recent evidence of due incorporation or formation, as the case may be and good standing of each of CFUSA and the Depositor under the laws of Delaware; (i) Evidence of proper filing or provision for filing with appropriate offices in the jurisdictions in which a UCC financing statement was filed naming the Depositor as debtor and the VFC Trust as secured party, with respect to the VFC Contracts, of a UCC assignment identifying the VFC Contracts as collateral being assigned back to the Depositor, executed by the VFC Trust; (ii) evidence of proper filing or provision for filing with appropriate offices in the applicable state of organization of the applicable Financing Originator of UCC financing statements naming the applicable Financing Originator as debtor, and naming CFUSA as secured party (and the Depositor as assignee), to perfect the grant of a security interest from the applicable Financing Originator to CFUSA and then to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iii) evidence of proper filing or provision for filing with appropriate offices in the state of organization of CFUSA of UCC financing statements naming CFUSA as debtor, and naming the Depositor as secured party, to perfect the grant of a security interest from CFUSA to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iv) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Depositor of UCC financing statements naming the Depositor as debtor, and naming the Trust as secured party, to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; and (v) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Trust of UCC financing statements naming the Trust as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from the Trust to the Indenture Trustee pursuant to the Indenture; (g) Evidence of deposit in the Cash Collateral Account of the initial Required Cash Collateral Amount; (h) A fully executed Substitute VFC Purchase Agreement; (i) A fully executed Non-VFC Conveyancing Agreement; (j) A fully executed Non-VFC Purchase Agreement; (k) A fully executed VFC Assignment; (l) A fully executed Trust Agreement; (m) A fully executed Administration Agreement;; and (n) A fully executed Indenture; (o) A fully executed Pooling Agreement; (p) An opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP to the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (q) Each of the representations and warranties made by CFUSA pursuant to Article III of the Purchase and Sale Agreements shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA shall have performed in all material respects all obligations to be performed by it under the Purchase and Sale Agreements on or prior to the Closing Date; (r) Each of the representations and warranties made by the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of the Closing Date; (s) The Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (t) No event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (u) The Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transfer.

Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery of the Transfer Agreement: (a) The the Depositor shall have delivered to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include and incorporate a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) The CFUSA shall have delivered and the VFC Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust the a duly executed Assignment Agreement (in the case of CFUSA) and the VFC Assignment (in the case of the VFC Trust) with respect to the VFC Contracts being conveyed by the VFC Trust them, respectively, on the Closing Date; (c) A letter from PricewaterhouseCoopers KPMG LLP, or another nationally recognized accounting firm, addressed to the Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSA, the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSA, the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of CFUSA, the Servicer and the Depositor; (e) Officially certified, recent evidence of due incorporation or formation, as the case may be and good standing of each of CFUSA and the Depositor under the laws of Delaware; (if) Evidence of proper filing or provision for filing with appropriate offices officers in the jurisdictions in which a UCC Filing Locations of UCC financing statement was filed statements executed by CFUSA, as debtor, naming the Depositor as debtor secured party (and the VFC Trust Owner Trustee as secured party, assignee) and identifying the Contract Assets as collateral; evidence of proper filing with respect to appropriate officer in the VFC Contracts, UCC Filing Locations of a UCC assignment partial release identifying the VFC Contracts as collateral being assigned back to the Depositorreleased, executed by the VFC Trust; (ii) and evidence of proper filing or provision for filing with appropriate offices officer in the applicable state of organization of the applicable Financing Originator UCC Filing Locations of UCC financing statements naming executed by the applicable Financing Originator Depositor, as debtor, and naming CFUSA the Owner Trustee as secured party (and the Depositor Indenture Trustee as assignee), to perfect ) and identifying the grant of a security interest from the applicable Financing Originator to CFUSA Trust Assets as collateral; and then to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iii) evidence of proper filing or provision for filing with appropriate offices officers in the state of organization of CFUSA UCC Filing Locations of UCC financing statements naming CFUSA as debtor, and naming the Depositor as secured party, to perfect the grant of a security interest from CFUSA to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iv) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Depositor of UCC financing statements naming the Depositor as debtor, and naming executed by the Trust as secured party, to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; and (v) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Trust of UCC financing statements naming the Trust as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from party and identifying the Trust to the Indenture Trustee pursuant to the IndentureAssets, as collateral; (g) Evidence of deposit in the Collection Account of all Pledged Revenues received with respect to the Initial Contracts after the Initial Cutoff Date through and including the date which is two days preceding the Closing Date, together with an Officer's Certificate from the Servicer to the effect that such amount is materially correct; (h) Evidence of deposit in the Cash Collateral Account of the initial Required Cash Collateral Amount; (h) A fully executed Substitute VFC Purchase Agreement; (i) A fully executed Non-VFC Conveyancing Purchase and Sale Agreement, together with the Assignment Agreement executed by CFUSA pursuant thereto; (j) A fully executed Non-VFC Purchase Agreement; (k) A fully executed VFC Assignment; (lk) A fully executed Trust Agreement; (ml) A fully executed Administration Agreement; (nm) A fully executed Indenture; (on) A fully executed Pooling Agreement; (p) An an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP to the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 Notes, Class B Notes, Class C Notes and Class D Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (qo) Each each of the representations and warranties made by CFUSA pursuant to Article III of the Purchase and Sale Agreements Agreement shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA shall have performed in all material respects all obligations to be performed by it under the Purchase and Sale Agreements on or prior to the Closing Date; (rp) Each each of the representations and warranties made by the Trust, the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of the Closing Date; (sq) The the Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (tr) No no event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (us) The the Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transfer.

Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery of the Transfer Agreement: (a) The the Depositor shall have delivered to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include and incorporate a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) The the VFC Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust the duly executed VFC Assignment with respect to the VFC Contracts being conveyed by the VFC Trust on the Closing Date; (c) A letter from PricewaterhouseCoopers KPMG LLP, or another nationally recognized accounting firm, addressed to the Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSAFinancial, the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSAFinancial, the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of CFUSAFinancial, the Servicer and the Depositor; (e) Officially certified, recent evidence of due incorporation or formation, as the case may be and good standing of each of CFUSA Financial and the Depositor under the laws of Delaware; (i) Evidence of proper filing or provision for filing with appropriate offices in the jurisdictions in which a UCC financing statement was filed naming the Depositor as debtor and the VFC Trust as secured party, with respect to the VFC Contracts, of a UCC assignment partial release identifying the VFC Contracts as collateral being assigned back to the Depositorreleased, executed by the VFC Trust; (ii) evidence of proper filing or provision for filing with appropriate offices in the applicable Contract File Locations and the state of organization the chief executive office of the applicable Financing Originator of UCC financing statements naming executed by the applicable Financing Originator Originator, as debtor, and naming CFUSA Financial as secured party (and the Depositor as assignee), to perfect the grant of a security interest from the applicable Financing Originator to CFUSA Financial and then to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iii) evidence of proper filing or provision for filing with appropriate offices in the Contract File Locations and the state of organization the chief executive office of CFUSA Financial of UCC financing statements naming CFUSA executed by Financial, as debtor, and naming the Depositor as secured party, to perfect the grant of a security interest from CFUSA Financial to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iv) evidence of proper filing or provision for filing with appropriate offices in the Contract File Locations and the state of organization the chief executive office of the Depositor of UCC financing statements naming executed by the Depositor Depositor, as debtor, and naming the Trust as secured party, to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; and (v) evidence of proper filing or provision for filing with appropriate offices in the Contract File Locations and the state of organization the chief executive office of the Trust of UCC financing statements naming executed by the Trust Trust, as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from the Trust to the Indenture Trustee pursuant to the Indenture; (g) Evidence of deposit in the Cash Collateral Account of the initial Required Cash Collateral Amount; (h) A fully executed Substitute VFC Purchase Agreement; (i) A a fully executed Non-VFC Conveyancing Agreement; (j) A a fully executed Non-VFC Purchase Agreement; (k) A fully executed VFC Assignment; (l) A fully executed Trust Agreement; (m) A fully executed Administration Agreement; (n) A fully executed Indenture; (o) A fully executed Pooling Agreement; (p) An an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP to the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (q) Each each of the representations and warranties made by CFUSA Financial pursuant to Article III of the Purchase and Sale Agreements shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA Financial shall have performed in all material respects all obligations to be performed by it under the Purchase and Sale Agreements on or prior to the Closing Date; (r) Each each of the representations and warranties made by the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of the Closing Date; (s) The the Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (t) No no event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (u) The the Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transfer.

Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's ’s delivery of the Transfer Agreement: (a) The the Depositor shall have delivered to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include and incorporate a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) The the VFC Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust the duly executed VFC Assignment with respect to the VFC Contracts being conveyed by the VFC Trust on the Closing Date; (c) A letter from PricewaterhouseCoopers LLP, or another nationally recognized accounting firm, addressed to the Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSA, the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSA, the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of CFUSA, the Servicer and the Depositor; (e) Officially certified, recent evidence of due incorporation or formation, as the case may be and good standing of each of CFUSA and the Depositor under the laws of Delaware; (f) (i) Evidence of proper filing or provision for filing with appropriate offices in the jurisdictions in which a UCC financing statement was filed naming the Depositor as debtor and the VFC Trust as secured party, with respect to the VFC Contracts, of a UCC assignment identifying the VFC Contracts as collateral being assigned back to the Depositor, executed by the VFC Trust; (ii) evidence of proper filing or provision for filing with appropriate offices in the applicable state of organization of the applicable Financing Originator of UCC financing statements naming the applicable Financing Originator as debtor, and naming CFUSA as secured party (and the Depositor as assignee), to perfect the grant of a security interest from the applicable Financing Originator to CFUSA and then to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iii) evidence of proper filing or provision for filing with appropriate offices in the state of organization of CFUSA of UCC financing statements naming CFUSA as debtor, and naming the Depositor as secured party, to perfect the grant of a security interest from CFUSA to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iv) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Depositor of UCC financing statements naming the Depositor as debtor, and naming the Trust as secured party, to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; and (v) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Trust of UCC financing statements naming the Trust as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from the Trust to the Indenture Trustee pursuant to the Indenture; (g) Evidence of deposit in the Cash Collateral Reserve Account of the initial Required Cash Collateral Reserve Amount; (h) A fully executed Substitute VFC Purchase Agreement; (i) A a fully executed Non-VFC Conveyancing Agreement; (j) A a fully executed Non-VFC Purchase Agreement; (k) A a fully executed VFC Assignment; (l) A a fully executed Trust Agreement; (m) A a fully executed Administration Agreement; (n) A a fully executed Indenture; (o) A a fully executed Pooling Agreement; (p) An an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP to the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (q) Each each of the representations and warranties made by CFUSA pursuant to Article III of the Purchase and Sale Agreements shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA shall have performed in all material respects all obligations to be performed by it under the Purchase and Sale Agreements on or prior to the Closing Date; (r) Each each of the representations and warranties made by the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of the Closing Date; (s) The the Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (t) No no event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (u) The the Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transfer.

Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery of the Transfer Agreement: (a) The the Depositor shall have delivered to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include and incorporate a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) The NFUSA shall have delivered and the VFC Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust the a duly executed Assignment Agreement (in the case of NFUSA) and the VFC Assignment (in the case of the VFC Trust) with respect to the VFC Contracts being conveyed by the VFC Trust them, respectively, on the Closing Date; (c) A letter from PricewaterhouseCoopers Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSANFUSA, the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSANFUSA, the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of CFUSANFUSA, the Servicer and the Depositor; (e) Officially certified, recent evidence of due incorporation or formation, as the case may be and good standing of each of CFUSA NFUSA and the Depositor under the laws of Delaware; (if) Evidence of proper filing or provision for filing with appropriate offices officers in the jurisdictions in which a UCC Filing Locations of UCC financing statement was filed statements executed by NFUSA, as debtor, naming the Depositor as debtor secured party (and the VFC Trust Owner Trustee as secured party, assignee) and identifying the Contract Assets as collateral; evidence of proper filing with respect to appropriate officer in the VFC Contracts, UCC Filing Locations of a UCC assignment partial release identifying the VFC Contracts as collateral being assigned back to the Depositorreleased, executed by the VFC Trust; (ii) and evidence of proper filing or provision for filing with appropriate offices officer in the applicable state of organization of the applicable Financing Originator UCC Filing Locations of UCC financing statements naming executed by the applicable Financing Originator Depositor, as debtor, and naming CFUSA the Owner Trustee as secured party (and the Depositor Indenture Trustee as assignee), to perfect ) and identifying the grant of a security interest from the applicable Financing Originator to CFUSA Trust Assets as collateral; and then to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iii) evidence of proper filing or provision for filing with appropriate offices officers in the state of organization of CFUSA UCC Filing Locations of UCC financing statements naming CFUSA as debtor, and naming the Depositor as secured party, to perfect the grant of a security interest from CFUSA to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iv) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Depositor of UCC financing statements naming the Depositor as debtor, and naming executed by the Trust as secured party, to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; and (v) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Trust of UCC financing statements naming the Trust as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from party and identifying the Trust to the Indenture Trustee pursuant to the IndentureAssets, as collateral; (g) Evidence of deposit in the Collection Account of all Pledged Revenues received with respect to the Initial Contracts after the Initial Cutoff Date through and including the date which is two days preceding the Closing Date, together with an Officer's Certificate from the Servicer to the effect that such amount is materially correct; (h) Evidence of deposit in the Cash Collateral Account of the initial Required Cash Collateral Amount; (h) A fully executed Substitute VFC Purchase Agreement; (i) A fully executed Non-VFC Conveyancing Purchase and Sale Agreement, together with the Assignment Agreement executed by NFUSA pursuant thereto; (j) A fully executed Non-VFC Purchase Agreement; (k) A fully executed VFC Assignment; (lk) A fully executed Trust Agreement; (ml) A fully executed Administration Agreement; (nm) A fully executed Indenture; (on) A fully executed Pooling Agreement; (p) An an opinion of ▇Winston & ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP to the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 Notes, Class B Notes, Class C Notes and Class D Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation;, (qo) Each each of the representations and warranties made by CFUSA NFUSA pursuant to Article III of the Purchase and Sale Agreements Agreement shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA NFUSA shall have performed in all material respects all obligations to be performed by it under the Purchase and Sale Agreements on or prior to the Closing Date; (rp) Each each of the representations and warranties made by the Trust, the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of the Closing Date; (sq) The the Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (tr) No no event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (us) The the Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transfer.

Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery of the Transfer Agreement: (a) The the Depositor shall have delivered to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include and incorporate a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) The the VFC Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust the duly executed VFC Assignment with respect to the VFC Contracts being conveyed by the VFC Trust on the Closing Date; (c) A letter from PricewaterhouseCoopers LLP, or another nationally recognized accounting firm, addressed to the Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSA, the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSA, the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of CFUSA, the Servicer and the Depositor; (e) Officially certified, recent evidence of due incorporation or formation, as the case may be and good standing of each of CFUSA and the Depositor under the laws of Delaware; (i) Evidence of proper filing or provision for filing with appropriate offices in the jurisdictions in which a UCC financing statement was filed naming the Depositor as debtor and the VFC Trust as secured party, with respect to the VFC Contracts, of a UCC assignment identifying the VFC Contracts as collateral being assigned back to the Depositor, executed by the VFC Trust; (ii) evidence of proper filing or provision for filing with appropriate offices in the applicable state of organization of the applicable Financing Originator of UCC financing statements naming the applicable Financing Originator as debtor, and naming CFUSA as secured party (and the Depositor as assignee), to perfect the grant of a security interest from the applicable Financing Originator to CFUSA and then to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iii) evidence of proper filing or provision for filing with appropriate offices in the state of organization of CFUSA of UCC financing statements naming CFUSA as debtor, and naming the Depositor as secured party, to perfect the grant of a security interest from CFUSA to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iv) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Depositor of UCC financing statements naming the Depositor as debtor, and naming the Trust as secured party, to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; and (v) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Trust of UCC financing statements naming the Trust as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from the Trust to the Indenture Trustee pursuant to the Indenture; (g) Evidence of deposit in the Cash Collateral Account of the initial Required Cash Collateral Amount; (h) A fully executed Substitute VFC Purchase Agreement; (i) A fully executed Non-VFC Conveyancing Agreement; (j) A fully executed Non-VFC Purchase Agreement; (k) A fully executed VFC Assignment; (l) A fully executed Trust Agreement; (m) A fully executed Administration Agreement; (n) A fully executed Indenture; (o) A fully executed Pooling Agreement; (p) An opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP to the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (q) Each of the representations and warranties made by CFUSA pursuant to Article III of the Purchase and Sale Agreements shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA shall have performed in all material respects all obligations to be performed by it under the Purchase and Sale Agreements on or prior to the Closing Date; (r) Each of the representations and warranties made by the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of the Closing Date; (s) The Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (t) No event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (u) The Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transfer.

Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery of the Transfer Agreement: (a) The the Depositor shall have delivered to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include and incorporate a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) The the VFC Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust the duly executed VFC Assignment with respect to the VFC Contracts being conveyed by the VFC Trust on the Closing Date; (c) A letter from PricewaterhouseCoopers KPMG LLP, or another nationally recognized accounting firm, addressed to the Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSA, the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSA, the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of CFUSA, the Servicer and the Depositor; (e) Officially certified, recent evidence of due incorporation or formation, as the case may be and good standing of each of CFUSA and the Depositor under the laws of Delaware; (i) Evidence of proper filing or provision for filing with appropriate offices in the jurisdictions in which a UCC financing statement was filed naming the Depositor as debtor and the VFC Trust as secured party, with respect to the VFC Contracts, of a UCC assignment identifying the VFC Contracts as collateral being assigned back to the Depositor, executed by the VFC Trust; (ii) evidence of proper filing or provision for filing with appropriate offices in the applicable Contract File Locations and the state of organization the chief executive office of the applicable Financing Originator of UCC financing statements naming executed by the applicable Financing Originator Originator, as debtor, and naming CFUSA as secured party (and the Depositor as assignee), to perfect the grant of a security interest from the applicable Financing Originator to CFUSA and then to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iii) evidence of proper filing or provision for filing with appropriate offices in the Contract File Locations and the state of organization the chief executive office of CFUSA of UCC financing statements naming CFUSA executed by CFUSA, as debtor, and naming the Depositor as secured party, to perfect the grant of a security interest from CFUSA to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iv) evidence of proper filing or provision for filing with appropriate offices in the Contract File Locations and the state of organization the chief executive office of the Depositor of UCC financing statements naming executed by the Depositor Depositor, as debtor, and naming the Trust as secured party, to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; and (v) evidence of proper filing or provision for filing with appropriate offices in the Contract File Locations and the state of organization the chief executive office of the Trust of UCC financing statements naming executed by the Trust Trust, as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from the Trust to the Indenture Trustee pursuant to the Indenture; (g) Evidence of deposit in the Cash Collateral Account of the initial Required Cash Collateral Amount; (h) A fully executed Substitute VFC Purchase Agreement; (i) A a fully executed Non-VFC Conveyancing Agreement; (j) A a fully executed Non-VFC Purchase Agreement; (k) A fully executed VFC Assignment; (l) A fully executed Trust Agreement; (m) A fully executed Administration Agreement;; and (n) A fully executed Indenture; a fully executed Class A-4 Swap Agreement; (o) A fully executed Pooling Agreement; (p) An an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP to the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (q) Each each of the representations and warranties made by CFUSA pursuant to Article III of the Purchase and Sale Agreements shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA shall have performed in all material respects all obligations to be performed by it under the Purchase and Sale Agreements on or prior to the Closing Date; (r) Each each of the representations and warranties made by the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of the Closing Date; (s) The the Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (t) No no event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (u) The the Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transfer.

Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery of the Transfer Agreement: (a) The the Depositor shall have delivered to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include and incorporate a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) The the VFC Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust the duly executed VFC Assignment with respect to the VFC Contracts being conveyed by the VFC Trust on the Closing Date; (c) A letter from PricewaterhouseCoopers LLP, or another nationally recognized accounting firm, addressed to the Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSA, the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSA, the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of CFUSA, the Servicer and the Depositor; (e) Officially certified, recent evidence of due incorporation or formation, as the case may be and good standing of each of CFUSA and the Depositor under the laws of Delaware; (i) Evidence of proper filing or provision for filing with appropriate offices in the jurisdictions in which a UCC financing statement was filed naming the Depositor as debtor and the VFC Trust as secured party, with respect to the VFC Contracts, of a UCC assignment identifying the VFC Contracts as collateral being assigned back to the Depositor, executed by the VFC Trust; (ii) evidence of proper filing or provision for filing with appropriate offices in the applicable state of organization of the applicable Financing Originator of UCC financing statements naming the applicable Financing Originator as debtor, and naming CFUSA as secured party (and the Depositor as assignee), to perfect the grant of a security interest from the applicable Financing Originator to CFUSA and then to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iii) evidence of proper filing or provision for filing with appropriate offices in the state of organization of CFUSA of UCC financing statements naming CFUSA as debtor, and naming the Depositor as secured party, to perfect the grant of a security interest from CFUSA to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iv) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Depositor of UCC financing statements naming the Depositor as debtor, and naming the Trust as secured party, to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; and (v) evidence of proper filing or provision for filing with appropriate offices in the state of organization of the Trust of UCC financing statements naming the Trust as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from the Trust to the Indenture Trustee pursuant to the Indenture; (g) Evidence of deposit in the Cash Collateral Account of the initial Required Cash Collateral Amount; (h) A fully executed Substitute VFC Purchase Agreement; (i) A a fully executed Non-VFC Conveyancing Agreement; (j) A a fully executed Non-VFC Purchase Agreement; (k) A fully executed VFC Assignment; (l) A fully executed Trust Agreement; (m) A fully executed Administration Agreement;; and (n) A fully executed Indenture; (o) A fully executed Pooling Agreement; (p) An an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP to the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (q) Each each of the representations and warranties made by CFUSA pursuant to Article III of the Purchase and Sale Agreements shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA shall have performed in all material respects all obligations to be performed by it under the Purchase and Sale Agreements on or prior to the Closing Date; (r) Each each of the representations and warranties made by the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of the Closing Date; (s) The the Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (t) No no event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (u) The the Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transfer.

Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery of the Transfer Agreement: (a) The the Depositor shall have delivered to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include and incorporate a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) The the VFC Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust the duly executed VFC Assignment with respect to the VFC Contracts being conveyed by the VFC Trust on the Closing Date; (c) A letter from PricewaterhouseCoopers KPMG LLP, or another nationally recognized accounting firm, addressed to the Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSA, the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSA, the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of CFUSA, the Servicer and the Depositor; (e) Officially certified, recent evidence of due incorporation or formation, as the case may be and good standing of each of CFUSA and the Depositor under the laws of Delaware; (i) Evidence of proper filing or provision for filing with appropriate offices in the jurisdictions in which a UCC financing statement was filed naming the Depositor as debtor and the VFC Trust as secured party, with respect to the VFC Contracts, of a UCC assignment identifying the VFC Contracts as collateral being assigned back to the Depositor, executed by the VFC Trust; (ii) evidence of proper filing or provision for filing with appropriate offices in the applicable Contract File Locations and the state of organization of the applicable Financing Originator of UCC financing statements naming the applicable Financing Originator as debtor, and naming CFUSA as secured party (and the Depositor as assignee), to perfect the grant of a security interest from the applicable Financing Originator to CFUSA and then to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iii) evidence of proper filing or provision for filing with appropriate offices in the applicable Contract File Locations and the state of organization of CFUSA of UCC financing statements naming CFUSA as debtor, and naming the Depositor as secured party, to perfect the grant of a security interest from CFUSA to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iv) evidence of proper filing or provision for filing with appropriate offices in the applicable Contract File Locations and the state of organization of the Depositor of UCC financing statements naming the Depositor as debtor, and naming the Trust as secured party, to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; and (v) evidence of proper filing or provision for filing with appropriate offices in the applicable Contract File Locations and the state of organization of the Trust of UCC financing statements naming the Trust as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from the Trust to the Indenture Trustee pursuant to the Indenture; (g) Evidence of deposit in the Cash Collateral Reserve Account of the initial Required Cash Collateral Reserve Amount; (h) A fully executed Substitute VFC Purchase Agreement; (i) A a fully executed Non-VFC Conveyancing Agreement; (j) A a fully executed Non-VFC Purchase Agreement; (k) A fully executed VFC Assignment; (l) A fully executed Trust Agreement; (m) A fully executed Administration Agreement; (n) A fully executed Indenture; (o) A fully executed Pooling Agreement; (p) An an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP to the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D B Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (q) Each each of the representations and warranties made by CFUSA pursuant to Article III of the Purchase and Sale Agreements shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA shall have performed in all material respects all obligations to be performed by it under the Purchase and Sale Agreements on or prior to the Closing Date; (r) Each each of the representations and warranties made by the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of the Closing Date; (s) The the Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (t) No no event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (u) The the Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transfer.

Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery of the Transfer Agreement: (a) The the Depositor shall have delivered to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include and incorporate a Schedule of Contracts listing the Contracts being transferred on the Closing Date; (b) The the VFC Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust the duly executed VFC Assignment with respect to the VFC Contracts being conveyed by the VFC Trust on the Closing Date; (c) A letter from PricewaterhouseCoopers KPMG LLP, or another nationally recognized accounting firm, addressed to the Depositor and the Underwriters and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform; (d) Copies of resolutions of the Board of Directors of CFUSAFinancial, the Servicer and the Depositor or of the Executive Committee of the Board of Directors of CFUSAFinancial, the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of CFUSAFinancial, the Servicer and the Depositor; (e) Officially certified, recent evidence of due incorporation or formation, as the case may be and good standing of each of CFUSA Financial and the Depositor under the laws of Delaware; (i) Evidence of proper filing or provision for filing with appropriate offices in the jurisdictions in which a UCC financing statement was filed naming the Depositor as debtor and the VFC Trust as secured party, with respect to the VFC Contracts, of a UCC assignment partial release identifying the VFC Contracts as collateral being assigned back to the Depositorreleased, executed by the VFC Trust; (ii) evidence of proper filing or provision for filing with appropriate offices in the applicable Contract File Locations and the state of organization the chief executive office of the applicable Financing Originator of UCC financing statements naming executed by the applicable Financing Originator Originator, as debtor, and naming CFUSA Financial as secured party (and the Depositor as assignee), to perfect the grant of a security interest from the applicable Financing Originator to CFUSA Financial and then to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iii) evidence of proper filing or provision for filing with appropriate offices in the Contract File Locations and the state of organization the chief executive office of CFUSA Financial of UCC financing statements naming CFUSA executed by Financial, as debtor, and naming the Depositor as secured party, to perfect the grant of a security interest from CFUSA Financial to the Depositor pursuant to the applicable Purchase and Sale Agreements; (iv) evidence of proper filing or provision for filing with appropriate offices in the Contract File Locations and the state of organization the chief executive office of the Depositor of UCC financing statements naming executed by the Depositor Depositor, as debtor, and naming the Trust as secured party, to perfect the grant of a security interest from the Depositor to the Trust pursuant to Article II hereof; and (v) evidence of proper filing or provision for filing with appropriate offices in the Contract File Locations and the state of organization the chief executive office of the Trust of UCC financing statements naming executed by the Trust Trust, as debtor, and naming the Indenture Trustee as secured party, to perfect the grant of a security interest from the Trust to the Indenture Trustee pursuant to the Indenture; (g) Evidence of deposit in the Cash Collateral Account of the initial Required Cash Collateral Amount; (h) A fully executed Substitute VFC Purchase Agreement; (i) A a fully executed Non-VFC Conveyancing Agreement; (j) A a fully executed Non-VFC Purchase Agreement; (k) A fully executed VFC Assignment; (l) A fully executed Trust Agreement; (m) A fully executed Administration Agreement; (n) A fully executed Indenture; (o) A fully executed Pooling Class A-2 Swap Agreement; (p) An A fully executed Class A-3 Swap Agreement; (q) A fully executed Pooling Agreement; (r) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP to the effect that for federal income tax purposes, the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be characterized as debt and the Trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation; (qs) Each each of the representations and warranties made by CFUSA Financial pursuant to Article III of the Purchase and Sale Agreements shall be true and correct as of the Closing Date (including the representation made thereunder as to compliance with the UCC filing criteria as set forth in clause (j) of the definition of Eligible Contract), and CFUSA Financial shall have performed in all material respects all obligations to be performed by it under the Purchase and Sale Agreements on or prior to the Closing Date; (rt) Each each of the representations and warranties made by the Depositor and the Servicer pursuant to Article III hereof shall be true and correct as of the Closing Date; (su) The the Depositor shall, at its own expense, on or prior to the Closing Date indicate in its computer files that the Transferred Assets identified in the Transfer Agreement have been conveyed to the Trust pursuant to this Agreement and the Transfer Agreement; (tv) No no event has occurred and is continuing, or would result from the conveyance on the Closing Date that constitutes a Servicer Default; and (uw) The the Depositor or the Servicer shall have provided the Owner Trustee on behalf of the Trust a statement or computer disk listing the Contract Pool Principal Balance on the Closing Date of the contracts being transferred on the Closing Date. The failure to satisfy any of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transfer.