Common use of Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act Clause in Contracts

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment within 60 days of the delivery of a Termination Notice, then the Indenture Trustee shall offer the Depositor, and the Depositor shall offer CFUSA, the right to accept retransfer of all the Trust Assets, and such party may accept retransfer of such Trust Assets in consideration of the Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that the Indenture Trustee, if so directed by, the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, and the transactions set forth or provided for in this Pooling Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer In effecting such appointment, the Indenture Trustee shall be a seek bids from potential servicers which are established financial institution institutions each having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment within 60 days of the delivery of a Termination Notice, then the Indenture Trustee shall offer the Depositor, and the Depositor shall offer CFUSAthe [ ], the right to accept retransfer of all the Trust Assets, and such party may accept retransfer of such Trust Assets in consideration of the Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that the Indenture Trustee, if so directed by, the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA[ ]; provided, further, CFUSA [ ] may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, Agency an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA the Seller or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA[ ]. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, and the transactions set forth or provided for in this Pooling Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicer Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related or Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesRevenues after an Event of Default pursuant to Section 7.05(b)(i) hereof and Section 5.06(a)(i) of the Indenture.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment within 60 days of the delivery of a Termination Notice, then the Indenture Trustee shall offer the Depositor, and the Depositor shall offer CFUSA, the right to accept retransfer of all the Trust Assets, and such party may accept retransfer of such Trust Assets in consideration of the Depositor's ’s delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that the Indenture Trustee, if so directed by, by the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the IssuerTrust) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, and the transactions set forth or provided for in this Pooling Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing FeeFee from and after the Servicing Transfer. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same (and any unpaid Servicing Fees accrued prior to the Servicing Transfer) notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesFunds.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment within 60 days of the delivery of a Termination Notice, then the Indenture Trustee shall offer the Depositor, and the Depositor shall offer CFUSAFinancial, the right to accept retransfer of all the Trust Assets, and such party may accept retransfer of such Trust Assets in consideration of the Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that the Indenture Trustee, if so directed by, the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSAFinancial; provided, further, CFUSA Financial may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA the Seller or that such retransfer would not constitute a preferential payment by the Depositor or CFUSAFinancial. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, and the transactions set forth or provided for in this Pooling Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesRevenues after an Event of Default pursuant to Section 7.05(a)(i) hereof.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer (which shall be the Backup Servicer, in accordance with Section 5.22(c)), and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer Trustee and a copy of such written assumption shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar provided promptly to the Contracts in the Contract PoolXxxxx’x. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice the Backup Servicer does not accept appointment as the Successor Servicer, the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's ’s delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificate) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents, including amounts owing to each Swap Counterparty, including Swap Breakage Costs, it being a condition precedent to such retransfer that all Swap Transactions then outstanding under any Swaps then in effect shall be terminated and all amounts payable to the Swap Counterparties, including Swap Breakage Costs, upon such termination shall be paid in full; provided, that that, the Indenture Trustee, if so directed by, by the Required HoldersHolders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel Originator. (which shall not be an employee of the Issuerb) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee Trustee, without further action action, shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 200,000,000 and whose regular business includes the servicing of contracts loans similar to the Contracts in the Contract Pool Loans as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02, (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement and (iii) the terminated Servicer shall not be liable for any acts or omission of any Successor Servicer occurring on and after such Servicer Transfer or for any breach by any Successor Servicer of any of its representations and warranties contained herein or in any related document or agreement. As compensation therefor, the Successor Servicer shall be entitled to receive reasonable compensation equal to the quarterly Servicing Fee. The TrustNotwithstanding anything else herein to the contrary, in no event shall the Noteholders Indenture Trustee or the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the Equity Certificateholdersamount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and the transactions set forth or provided for herein. The Owner Trustee, Holders and the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, which shall be the Backup Servicer, in accordance with Section 5.15(c), and such named Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 sixty (60) days of the delivery of a Termination NoticeNotice a Successor Servicer is not appointed and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's delivery to the Collection Principal and Interest Account on or prior to the next upcoming Payment Remittance Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents, including amounts owing to each Hedge Counterparty, including Hedge Breakage Costs, it being a condition precedent to such retransfer that all Hedge Transactions then outstanding under any Hedge Agreements then in effect shall be terminated and all amounts payable to the Hedge Counterparties, including Hedge Breakage Costs, upon such termination shall be paid in full; provided, that that, the Indenture Trustee, if so directed by, by the Required HoldersMajority Noteholders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders Majority Noteholders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; providedthe Originator. (b) The Backup Servicer may, furtherin its discretion, CFUSA may not accept such retransfer unless or shall, if it shall have delivered is unable to each Rating Agency, with a copy so act or if the Majority Noteholders request in writing to the Indenture TrusteeBackup Servicer, an Opinion appoint, or petition a court of Counsel (which shall competent jurisdiction to appoint, any established servicing institution having a net worth of not be an employee less than $50,000,000 as the Successor Servicer in the assumption of all or any part of the Issuer) that such retransfer would not constitute a fraudulent conveyance responsibilities, duties or liabilities of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Servicer. (c) As compensation, any Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer(including, without limitation, the Indenture Trustee without further action shall automatically be Backup Servicer) so appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming Fee, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided herein that accrued prior thereto; including, without limitation, all reasonable costs (including reasonable attorneys' fees) incurred in connection with transferring the servicing obligations under the Agreement and amending the Agreement to reflect such duties transfer. (d) In the event the Backup Servicer is required to solicit bids, the Backup Servicer shall solicit, by public announcement, bids from banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the Successor Servicer shall be entitled to all the full amount of the Servicing Fee as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise that accrued prior thereto. Within thirty (30) days after any such public announcement, the Backup Servicer shall negotiate and effect the sale, transfer and assignment of the servicing rights and benefits responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Backup Servicer shall deduct from any sum received by the Backup Servicer from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances. After such deductions, the remainder of such sum shall be paid by the Backup Servicer to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Backup Servicer and such successor shall take such action, consistent with the Agreement, as shall be necessary to effectuate any such succession. Neither the Backup Servicer nor any other Successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (or Successor Servicerii) including restrictions imposed by any regulatory authority having jurisdiction over the indemnity rights under Section 8.07 hereofServicer hereunder. Notwithstanding No appointment of a successor to the foregoing, if Servicer shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it each Securityholder and each Hedge Counterparty and the Backup Servicer shall petition have consented thereto. The Backup Servicer shall not resign as Servicer until a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. has been appointed and accepted such appointment. (e) On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation thereforNotwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee or the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer shall be entitled to receive act as Successor Servicer under this Agreement and the transactions set forth or provided for herein, including any Additional Servicing Fee. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Servicing Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment within 60 days of the delivery of a Termination Notice, then the Indenture Trustee shall offer the Depositor, and the Depositor shall offer CFUSA, the right to accept retransfer of all the Trust Assets, and such party may accept retransfer of such Trust Assets in consideration of the Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that the Indenture Trustee, if so directed by, by the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, and the transactions set forth or provided for in this Pooling Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues. Section 8.04 Notifications to Noteholders and the Equity Certificateholders. (a) Promptly following the occurrence of any Servicer Default, the Servicer shall give written notice thereof to the Trustees, the Depositor and each Rating Agency at the addresses described in Section 11.04 and to the Noteholders and Equity Certificateholder at their respective addresses appearing on the Note Register and the Certificate Register, respectively. (b) Within ten (10) days following any termination or appointment of a Successor Servicer pursuant to this Article VIII, the Indenture Trustee shall give written notice thereof to each Rating Agency and the Depositor at the addresses described in Section 11.04, and to the Noteholders, at their respective addresses appearing on the Note Register, and to the Owner Trustee.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer (which shall be the Backup Servicer, in accordance with Section 5.22(c)), and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer Trustee and a copy of such written assumption shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar provided promptly to the Contracts in the Contract PoolXxxxx’x. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice the Backup Servicer does not accept appointment as the Successor Servicer, the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's ’s delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificate) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents, including amounts owing to each Swap Counterparty, including Swap Breakage Costs, it being a condition precedent to such retransfer that all Swap Transactions then outstanding under any Swaps then in effect shall be terminated and all amounts payable to the Swap Counterparties, including Swap Breakage Costs, upon such termination shall be paid in full; providedprovided that, that the Indenture Trustee, if so directed by, by the Required HoldersHolders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel Originator. (which shall not be an employee of the Issuerb) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee Trustee, without further action action, shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 200,000,000 and whose regular business includes the servicing of contracts loans similar to the Contracts in the Contract Pool Loans as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; providedprovided that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02, however, that (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement and (iii) the terminated Servicer shall not be liable for any acts or omission of any Successor Servicer occurring on and after such Servicer Transfer or for any breach by any Successor Servicer of any of its representations and warranties contained herein or in any related document or agreement. As compensation therefor, the Successor Servicer shall be entitled to receive reasonable compensation equal to the quarterly Servicing Fee. The TrustNotwithstanding anything else herein to the contrary, in no event shall the Noteholders Indenture Trustee or the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the Equity Certificateholdersamount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and the transactions set forth or provided for herein. The Owner Trustee, Holders and the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, in accordance with the Priority of Payments, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment within 60 days of the delivery of a Termination Notice, then the Indenture Trustee shall offer the Depositor, and the Depositor shall offer CFUSA, the right to accept retransfer of all the Trust Assets, and such party may accept retransfer of such Trust Assets in consideration of the Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that the Indenture Trustee, if so directed by, the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the IssuerTrust) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, and the transactions set forth or provided for in this Pooling Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing FeeFee from and after the Servicing Transfer. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same (and any unpaid Servicing Fees accrued prior to the Servicing Transfer) notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesFunds.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originators, the right to accept retransfer of all the Trust Assets, and such party parties may accept retransfer of such Trust Assets in consideration of the Trust Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Distribution Date of a sum equal to the Aggregate Principal Amount of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of deposit; deposit (provided, that the Indenture Trustee, if so directed by, by the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSAOriginators). In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.03 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive reasonable compensation equal to the monthly Servicing Fee. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Contracts hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesAmounts after an Event of Default pursuant to Section 7.05(b)(i) hereof and Section 5.06(a)(i) of the Indenture.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer Servicer, the Indenture Trustee and the Deal Agent. From and after such date, the Indenture TrusteeTrustee shall be the Successor Servicer until a replacement Successor Servicer is retained or the Indenture Trustee is removed (with or without cause) as Successor Servicer by the Deal Agent. The Indenture Trustee shall (at the direction of the Required Noteholders) as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, Servicer and such named Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Deal Agent. (b) The Indenture Trustee may, in its discretion, or shall, if it is unable to so act or if the Required Noteholders request in writing to the Indenture Trustee. Any Successor Servicer shall be , appoint, or petition a financial court of competent jurisdiction to appoint, any established servicing institution having a net worth of at least not less than $50,000,000 and whose regular business includes as the servicing of contracts similar to the Contracts Successor Servicer in the Contract Pool. In assumption of all or any part of the event that a responsibilities, duties or liabilities of the Servicer. (c) As compensation, any Successor Servicer has not been so appointed and has not accepted its appointment within 60 days of the delivery of a Termination Notice, then the Indenture Trustee shall offer the Depositor, and the Depositor shall offer CFUSA, the right to accept retransfer of all the Trust Assets, and such party may accept retransfer of such Trust Assets in consideration of the Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that the Indenture Trustee, if so directed by, the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming Fee. In addition, any such duties and Successor Servicer shall be entitled to all rights and benefits receive reimbursement of Transition Expenses payable out of Collections pursuant to the applicable Priority of Payments. (d) Neither the Successor Servicer nor the Indenture Trustee shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (or Successor Servicerii) including restrictions imposed by any regulatory authority having jurisdiction over the indemnity rights under Section 8.07 hereofServicer hereunder. Notwithstanding No appointment of a successor to the foregoing, if Servicer shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. Deal Agent and each Noteholder. (e) On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; providedprovided that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02, however, that (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation therefor, (iii) the Successor Servicer shall have no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iv) the Successor Servicer shall have no obligation to pay any taxes required to be entitled paid by the Servicer, (v) the Successor Servicer shall have no obligation to receive pay any of the fees and expenses of any other party involved in this transaction, (vi) the Successor Servicer shall have no duty to perform the obligations of the Servicer contained in Sections 5.02(e) and (f), and (vii) the Successor Servicer shall have no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer including the original Servicer. The indemnification obligations of the Indenture Trustee, in its capacity as Successor Servicer, are expressly limited to those instances of gross negligence or willful misconduct of the Indenture Trustee in its role as Successor Servicer. Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. (f) Notwithstanding anything contained in this Agreement to the contrary, any Successor Servicer is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Servicer relating to the Loans (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. To If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the extent Successor Servicer making or continuing any Errors (collectively, “Continued Errors”), the terminated Successor Servicer has made shall have no duty, responsibility, obligation or liability for such Continued Errors; provided that the Successor Servicer Advancesagrees to use its best efforts to prevent further Continued Errors. In the event that the Successor Servicer becomes aware of Errors or Continued Errors, it shall be entitled to reimbursement shall, with the prior consent of the same notwithstanding Deal Agent, use its termination hereunder, best efforts to the same extent reconstruct and reconcile such data as if it had continued is commercially reasonable to service the Trust Assets hereundercorrect such Errors and Continued Errors and to prevent future Continued Errors. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action The costs of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee Successor Servicer expended in connection with effecting such Servicer Transfer reconstruction and reconciliation shall be deemed expenses reimbursable from Available Pledged Revenuesconstitute Transition Expenses.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein, or without notice permitted under Section 8.02(a)), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, which shall be the Backup Servicer, in accordance with Section 5.15(c), and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth ; provided, that, no appointment of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed or acceptance and has not accepted its appointment assumption by a proposed Successor Servicer, other than with respect to the Backup Servicer, shall be effective without the prior satisfaction of the Rating Agency Condition. If within 60 days of the delivery of a Termination NoticeNotice a Successor Servicer is not appointed and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's ’s delivery to the Collection Principal and Interest Account on or prior to the next upcoming Payment Distribution Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents; providedprovided that, that the Indenture Trustee, if so directed by, by the Required HoldersMajority Noteholders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders Majority Noteholders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; providedthe Originator. (b) The Backup Servicer or Indenture Trustee may, furtherin its discretion, CFUSA may not accept such retransfer unless it shall have delivered or shall, if the Backup Servicer is unable to each Rating Agency, with a copy so act or if the Majority Noteholders request in writing to the Backup Servicer or Indenture Trustee, an Opinion appoint, or petition a court of Counsel (which shall competent jurisdiction to appoint, any established servicing institution having a net worth of not be an employee less than $50,000,000 as the Successor Servicer in the assumption of all or any part of the Issuer) that such retransfer would not constitute a fraudulent conveyance responsibilities, duties or liabilities of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Servicer. (c) As compensation, any Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer(including, without limitation, the Indenture Trustee without further action shall automatically be Backup Servicer) so appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming Fee, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided herein that thereafter are payable under this Sale and Servicing Agreement; including, without limitation, all reasonable costs (including reasonable attorneys’ fees) incurred in connection with transferring the servicing obligations under the Agreement and amending the Agreement to reflect such duties transfer. (d) In the event the Backup Servicer is requested by the Servicer or the Majority Noteholders or determines in its discretion to solicit bids, the Backup Servicer shall solicit, by public announcement, bids from banks and loan servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the Successor Servicer shall be entitled to all the full amount of the Servicing Fee as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise that thereafter are payable under this Sale and Servicing Agreement. Within 30 days after any such public announcement, the Backup Servicer shall negotiate and effect the sale, transfer and assignment of the servicing rights and benefits responsibilities hereunder to the qualified party submitting the highest qualifying bid if any. The Backup Servicer shall deduct from any sum received by the Backup Servicer from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances. After such deductions, the remainder of such sum shall be paid by the Backup Servicer to the Servicer at the time of such sale, transfer and assignment to the Servicer’s successor. The Backup Servicer and such successor shall take such action, consistent with the Agreement, as shall be necessary to effectuate any such succession. Neither the Backup Servicer, the Indenture Trustee nor any other Successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (or Successor Servicerii) including restrictions imposed by any regulatory authority having jurisdiction over the indemnity rights Servicer hereunder. No appointment of a successor to the Servicer under Section 8.07 hereof. Notwithstanding the foregoing, if this clause (d) shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee is legally unable or prohibited from so acting or is unwilling and to so act, it each Securityholder and the Backup Servicer shall petition have consented thereto. The Backup Servicer shall not resign as Servicer until a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. has been appointed and accepted such appointment. (e) On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein with respect to servicing of the Collateral and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related other Transaction Document Document. Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee or other agreement. As compensation therefor, the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer shall be entitled to receive act as Successor Servicer under this Agreement and the transactions set forth or provided for herein, including any Servicing FeeTransfer Costs. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the The terminated Servicer has made Servicer Advances, it shall be remain entitled to payment and reimbursement of the same amounts set forth in the last sentence of Section 8.02(b) notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment within 60 days of the delivery of a Termination Notice, then the Indenture Trustee shall offer the Depositor, and the Depositor shall offer CFUSA, the right to accept retransfer of all the Trust Assets, and such party may accept retransfer of such Trust Assets in consideration of the Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that the Indenture Trustee, if so directed by, the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, and the transactions set forth or provided for in this Pooling Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues. Section 8.04 Notifications to Noteholders and the Equity Certificateholders. (a) Promptly following the occurrence of any Servicer Default, the Servicer shall give written notice thereof to the Trustees, the Depositor and each Rating Agency at the addresses described in Section 11.04 and to the Noteholders and Equity Certificateholder at their respective addresses appearing on the Note Register and the Certificate Register, respectively. (b) Within ten (10) days following any termination or appointment of a Successor Servicer pursuant to this Article VIII, the Indenture Trustee shall give written notice thereof to each Rating Agency and the Depositor at the addresses described in Section 11.04, and to the Noteholders, at their respective addresses appearing on the Note Register, and to the Owner Trustee.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 [__] and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment within 60 days of the delivery of a Termination Notice, then the Indenture Trustee shall offer the Depositor, and the Depositor shall offer CFUSA[_________], the right to accept retransfer of all the Trust Assets, and such party may accept retransfer of such Trust Assets in consideration of the Depositor's ’s delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that the Indenture Trustee, if so directed by, by the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA[_________]; provided, further, CFUSA [_________] may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the IssuerTrust) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA [_________] or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA[_________]. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 [__] and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, and the transactions set forth or provided for in this Pooling Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing FeeFee from and after the Servicing Transfer. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same (and any unpaid Servicing Fees accrued prior to the Servicing Transfer) notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesFunds.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by subsection 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer (which shall be the Backup Servicer, in accordance with subsection 5.22(c)), and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 sixty (60) days of the delivery of a Termination NoticeNotice the Backup Servicer does not accept appointment as the Successor Servicer, the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's ’s delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificate) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents, including amounts owing to each Swap Counterparty, including Swap Breakage Costs, it being a condition precedent to such retransfer that all Swap Transactions then outstanding under any Swaps then in effect shall be terminated and all amounts payable to the Swap Counterparties, including Swap Breakage Costs, upon such termination shall be paid in full; provided, that that, the Indenture Trustee, if so directed by, by the Required HoldersHolders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel Originator. (which shall not be an employee of the Issuerb) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee Trustee, without further action action, shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts loans similar to the Contracts in the Contract Pool Loans as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement and (iii) the terminated Servicer shall not be liable for any acts or omission of any Successor Servicer occurring on and after such Servicer Transfer or for any breach by any Successor Servicer of any of its representations and warranties contained herein or in any related document or agreement. As compensation therefor, the Successor Servicer shall be entitled to receive reasonable compensation equal to the monthly Servicing Fee. The TrustNotwithstanding anything else herein to the contrary, in no event shall the Noteholders Indenture Trustee or the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the Equity Certificateholdersamount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and the transactions set forth or provided for herein. The Owner Trustee, Securityholders and the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, which shall be the Backup Servicer, in accordance with Section 5.15(c), and such named Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any ; provided, that no appointment of a Successor Servicer or acceptance and assumption by a proposed Successor Servicer shall be a financial institution having a net worth effective without the prior satisfaction of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract PoolRating Agency Condition. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice a Successor Servicer is not appointed and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's ’s delivery to the Collection Principal and Interest Account on or prior to the next upcoming Payment Remittance Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents, including amounts owing to each Hedge Counterparty, including Hedge Breakage Costs, it being a condition precedent to such retransfer that all Hedge Transactions then outstanding under any Hedge Agreements then in effect shall be terminated and all amounts payable to the Hedge Counterparties, including Hedge Breakage Costs, upon such termination shall be paid in full; provided, that that, the Indenture Trustee, if so directed by, by the Required HoldersMajority Noteholders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders Majority Noteholders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; providedthe Originator. (b) The Backup Servicer may, furtherin its discretion, CFUSA may not accept such retransfer unless or shall, if it shall have delivered is unable to each Rating Agency, with a copy so act or if the Majority Noteholders request in writing to the Indenture TrusteeBackup Servicer, an Opinion appoint, or petition a court of Counsel (which shall competent jurisdiction to appoint, any established servicing institution having a net worth of not be an employee less than $50,000,000 as the Successor Servicer in the assumption of all or any part of the Issuer) that such retransfer would not constitute a fraudulent conveyance responsibilities, duties or liabilities of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Servicer. (c) As compensation, any Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer(including, without limitation, the Indenture Trustee without further action shall automatically be Backup Servicer) so appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming Fee, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided herein that accrued prior thereto; including, without limitation, all reasonable costs (including reasonable attorneys’ fees) incurred in connection with transferring the servicing obligations under the Agreement and amending the Agreement to reflect such duties transfer. (d) In the event the Backup Servicer is required to solicit bids, the Backup Servicer shall solicit, by public announcement, bids from banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the Successor Servicer shall be entitled to all the full amount of the Servicing Fee as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise that accrued prior thereto. Within thirty (30) days after any such public announcement, the Backup Servicer shall negotiate and effect the sale, transfer and assignment of the servicing rights and benefits responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Backup Servicer shall deduct from any sum received by the Backup Servicer from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances. After such deductions, the remainder of such sum shall be paid by the Backup Servicer to the Servicer at the time of such sale, transfer and assignment to the Servicer’s successor. The Backup Servicer and such successor shall take such action, consistent with the Agreement, as shall be necessary to effectuate any such succession. Neither the Backup Servicer nor any other Successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (or Successor Servicerii) including restrictions imposed by any regulatory authority having jurisdiction over the indemnity rights under Section 8.07 hereofServicer hereunder. Notwithstanding No appointment of a successor to the foregoing, if Servicer shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it each Securityholder and each Hedge Counterparty and the Backup Servicer shall petition have consented thereto. The Backup Servicer shall not resign as Servicer until a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. has been appointed and accepted such appointment. (e) On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation thereforNotwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee or the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer shall be entitled to receive act as Successor Servicer under this Agreement and the transactions set forth or provided for herein, including any Additional Servicing Fee. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Servicing Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, which shall be the Backup Servicer, in accordance with Section 5.15(c), and such named Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any ; provided that no appointment of a Successor Servicer or acceptance and assumption by a proposed Successor Servicer shall be a financial institution having a net worth effective without the prior satisfaction of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract PoolRating Agency Condition. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice a Successor Servicer is not appointed and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's ’s delivery to the Collection Principal and Interest Account on or prior to the next upcoming Payment Distribution Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents; provided, provided that the Indenture Trustee, if so directed by, by the Required HoldersMajority Noteholders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders Majority Noteholders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; providedthe Originator. (b) The Backup Servicer may, furtherin its discretion, CFUSA may not accept such retransfer unless or shall, if it shall have delivered is unable to each Rating Agency, with a copy so act or if the Majority Noteholders request in writing to the Indenture TrusteeBackup Servicer, an Opinion appoint, or petition a court of Counsel (which shall competent jurisdiction to appoint, any established servicing institution having a net worth of not be an employee less than $50,000,000 as the Successor Servicer in the assumption of all or any part of the Issuer) that such retransfer would not constitute a fraudulent conveyance responsibilities, duties or liabilities of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Servicer. (c) As compensation, any Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer(including, without limitation, the Indenture Trustee without further action shall automatically be Backup Servicer) so appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming Fee, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided herein that accrued prior thereto; including, without limitation, all reasonable costs (including reasonable attorneys’ fees) incurred in connection with transferring the servicing obligations under the Agreement and amending the Agreement to reflect such duties transfer. (d) In the event the Backup Servicer is requested by the Servicer to solicit bids, the Backup Servicer shall solicit, by public announcement, bids from banks and loan servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the Successor Servicer shall be entitled to all the full amount of the Servicing Fee as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise that accrued prior thereto. Within 30 days after any such public announcement, the Backup Servicer shall negotiate and effect the sale, transfer and assignment of the servicing rights and benefits responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Backup Servicer shall deduct from any sum received by the Backup Servicer from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances. After such deductions, the remainder of such sum shall be paid by the Backup Servicer to the Servicer at the time of such sale, transfer and assignment to the Servicer’s successor. The Backup Servicer and such successor shall take such action, consistent with the Agreement, as shall be necessary to effectuate any such succession. Neither the Backup Servicer nor any other Successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (or Successor Servicerii) including restrictions imposed by any regulatory authority having jurisdiction over the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. No appointment of a successor to the Servicer under this clause (d) shall be effective until written notice of such proposed appointment shall have been provided by the Trustee and to each Securityholder and the Backup Servicer shall have consented thereto. The Backup Servicer shall not resign as Servicer until a Successor Servicer has been appointed and accepted such appointment. (e) On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein with respect to the servicing of the Loans and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; providedprovided that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02, however, that (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related other Transaction Document Document, (iii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iv) no obligation to pay any taxes required to be paid by the Servicer, (v) no obligation to pay any of the fees and expenses of any other agreementparty involved in this transaction and (vi) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. As compensation thereforThe indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, willful misconduct or fraud of the Backup Servicer in its role as successor Servicer. Notwithstanding anything else herein to the contrary, in no event shall the Trustee or the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer shall be entitled to receive act as Successor Servicer under this Agreement and the transactions set forth or provided for herein, including any Servicing FeeTransfer Costs. The TrustIssuer, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the The terminated Servicer has made Servicer Advances, it shall be remain entitled to payment and reimbursement of the same amounts set forth in the last sentence of Section 8.02(b) notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. (f) Notwithstanding anything contained in this Agreement to the contrary, a Successor Servicer is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Servicer relating to the Loans (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and such Successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Successor Servicer making or continuing any Errors (collectively, “Continued Errors”), such Successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided that such Successor Servicer agrees to use its best commercially reasonable efforts to prevent further Continued Errors. In additionthe event that the Successor Servicer becomes aware of Errors or Continued Errors, it shall use its best efforts to reconstruct and reconcile such data as is understood commercially reasonable to correct such Errors and agreed that if an Event of Default has occurred Continued Errors and a to prevent future Continued Errors. Such Successor Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenuesentitled to recover its costs thereby expended as Servicing Transfer Costs.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Assets, and such party parties may accept retransfer of such Trust Assets in consideration of the Trust Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Distribution Date of a sum equal to the Aggregate Principal Amount of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of deposit; deposit (provided, that the Indenture Trustee, if so directed by, by the Required HoldersHolders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSAOriginator). In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or 79 86 omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive reasonable compensation equal to the monthly Servicing Fee. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Contracts hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesAmounts after an Event of Default pursuant to Section 7.05(b)(i) hereof and Section 5.06(a)(first) of the Indenture.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer In effecting such appointment, the Indenture Trustee shall be a seek bids from potential servicers which are established financial institution institutions each having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment within 60 days of the delivery of a Termination Notice, then the Indenture Trustee shall offer the Depositor, and the Depositor shall offer the CFUSA, the right to accept retransfer of all the Trust Assets, and such party may accept retransfer of such Trust Assets in consideration of the Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that the Indenture Trustee, if so directed by, the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, Agency an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA the Seller or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, and the transactions set forth or provided for in this Pooling Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicer Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related or Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesRevenues after an Event of Default pursuant to Section 7.05(b)(i) hereof and Section 5.06(a)(i) of the Indenture. (a) Notifications to Noteholders and the Equity Certificateholders. Promptly following the occurrence of any Servicer Default, the Servicer shall give written notice thereof to the Trustees, the Depositor and each Rating Agency at the addresses described in Section 11.04 and to the Noteholders and Equity Certificateholder at their respective addresses appearing on the Note Register and the Certificate Register, respectively. (b) Within ten (10) days following any termination or appointment of a Successor Servicer pursuant to this Article VIII, the Indenture Trustee shall give written notice thereof to each Rating Agency and the Depositor at the addresses described in Section 11.04, and to the Noteholders and the Equity Certificateholder at their respective addresses appearing on the Note Register and the Certificate Register, respectively.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originators, the right to accept retransfer of all the Trust Assets, and such party parties may accept retransfer of such Trust Assets in consideration of the Trust Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Distribution Date of a sum equal to the Aggregate Principal Amount of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of deposit; deposit (provided, that the Indenture Trustee, if so directed by, by the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSAOriginators). In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; providedPROVIDED, howeverHOWEVER, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.03 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive reasonable compensation equal to the monthly Servicing Fee. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Contracts hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesAmounts after an Event of Default pursuant to Section 7.05(b)(i) hereof.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice notice required by subsection 8.2(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, which shall be the Backup Servicer, in accordance with subsection 5.16(c) (the Successor Servicer), and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner TrusteeTrust. Any Successor No removal of the Servicer or termination of the Servicer hereunder shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that effective until a Successor Servicer has not been is duly appointed pursuant to the terms of this Article VIII and has not accepted its such Successor Servicer accepts such appointment in a written assumption in a form acceptable to the Indenture Trustee and the Trust. If within 60 days of the delivery of a Termination NoticeNotice a Successor Servicer is not appointed and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's ’s delivery to the Collection applicable sub-account of the Principal and Interest Account on or prior to the next upcoming Payment Remittance Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that that, the Indenture Trustee, if so directed by, by the Required HoldersMajority Noteholders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders Majority Noteholders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, and the transactions set forth or provided for in this Pooling Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesOriginator.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment within 60 days of the delivery of a Termination Notice, then the Indenture Trustee shall offer the Depositor, and the Depositor shall offer CFUSA, the right to accept retransfer of all the Trust Assets, and such party may accept retransfer of such Trust Assets in consideration of the Depositor's ’s delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that the Indenture Trustee, if so directed by, by the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the IssuerTrust) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing FeeFee from and after the Servicing Transfer. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same (and any unpaid Servicing Fees accrued prior to the Servicing Transfer) notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Servicer Default has occurred and is continuing and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesFunds.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by subsection 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer (which shall be the Backup Servicer, in accordance with subsection 5.22(c)), and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 sixty (60) days of the delivery of a Termination NoticeNotice the Backup Servicer does not accept appointment as the Successor Servicer, the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's ’s delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents, including amounts owing to each Swap Counterparty, including Swap Breakage Costs, it being a condition precedent to such retransfer that all Swap Transactions then outstanding under any Swaps then in effect shall be terminated and all amounts payable to the Swap Counterparties, including Swap Breakage Costs, upon such termination shall be paid in full; provided, that that, the Indenture Trustee, if so directed by, by the Required HoldersHolders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel Originator. (which shall not be an employee of the Issuerb) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee Trustee, without further action action, shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts loans similar to the Contracts in the Contract Pool Loans as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement and (iii) the terminated Servicer shall not be liable for any acts or omission of any Successor Servicer occurring on and after such Servicer Transfer or for any breach by any Successor Servicer of any of its representations and warranties contained herein or in any related document or agreement. As compensation therefor, the Successor Servicer shall be entitled to receive reasonable compensation equal to the monthly Servicing Fee. The TrustNotwithstanding anything else herein to the contrary, in no event shall the Noteholders Indenture Trustee or the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the Equity Certificateholdersamount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and the transactions set forth or provided for herein. The Owner Trustee, Securityholders and the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by subsection 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer (which shall be the Backup Servicer, in accordance with subsection 5.22(c)), and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer Trustee and a copy of such written assumption shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar provided promptly to the Contracts in the Contract PoolXxxxx'x. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 sixty (60) days of the delivery of a Termination NoticeNotice the Backup Servicer does not accept appointment as the Successor Servicer, the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificate) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents, including amounts owing to each Swap Counterparty, including Swap Breakage Costs, it being a condition precedent to such retransfer that all Swap Transactions then outstanding under any Swaps then in effect shall be terminated and all amounts payable to the Swap Counterparties, including Swap Breakage Costs, upon such termination shall be paid in full; provided, that that, the Indenture Trustee, if so directed by, by the Required HoldersHolders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel Originator. (which shall not be an employee of the Issuerb) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee Trustee, without further action action, shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts loans similar to the Contracts in the Contract Pool Loans as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement and (iii) the terminated Servicer shall not be liable for any acts or omission of any Successor Servicer occurring on and after such Servicer Transfer or for any breach by any Successor Servicer of any of its representations and warranties contained herein or in any related document or agreement. As compensation therefor, the Successor Servicer shall be entitled to receive reasonable compensation equal to the monthly Servicing Fee. The TrustNotwithstanding anything else herein to the contrary, in no event shall the Noteholders Indenture Trustee or the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the Equity Certificateholdersamount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and the transactions set forth or provided for herein. The Owner Trustee, Securityholders and the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, either (i) appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee or (ii) succeed to all the responsibilities, duties and liabilities of the Owner TrusteeServicer under this Agreement. Any It is the intention of the Indenture Trustee to appoint Textron Business Services Inc., if Textron Business Services, Inc. is an Eligible Servicer at the time of such transition. It is also the intention of the Indenture Trustee that on or before the Closing Date, the Indenture Trustee shall enter into an arrangement with Textron Business Services, Inc. whereby Textron Business Services, Inc. has agreed to accept its appointment as Successor Servicer shall be and perform all the responsibilities, duties and liabilities as Servicer for a financial institution having fee not to exceed the Servicing Fee based upon a net worth of at least $50,000,000 and whose regular business includes Servicing Fee Percentage equal to 0.75%. If (i) the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Indenture Trustee does not appoint Textron Business Services, Inc. as Successor Servicer has not been appointed and has not accepted its appointment or (ii) the Indenture Trustee is unable to act as Successor Servicer or (iii) within 60 days of the delivery of a Termination NoticeNotice the Indenture Trustee is unable to obtain any bids from Eligible Servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the DepositorIssuer, and the Depositor Issuer shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Pledged Assets, and such party parties may accept retransfer of such Trust Pledged Assets in consideration of the DepositorIssuer's delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to (i) the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, deposit (provided that the Indenture Trustee, if so directed by, by the Required HoldersHolders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such the Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor Issuer or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy the Originator) and (ii) all amounts owing to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of Trustee under the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSAIndenture and hereunder. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool (each an "Eligible Servicer") as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive reasonable compensation equal to the monthly Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Contracts hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesAmounts after an Event of Default pursuant to Section 7.05(b)(i) hereof and Section 5.06(a)(first) of the Indenture.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee may at the time described in the immediately preceding sentence in its sole discretion, appoint the Back-Up Servicer as the Servicer hereunder, and the Back-Up Servicer shall on such date assume all obligations of the Servicer hereunder, and all authority and power of the Servicer under this Agreement shall pass to and be vested in the Back-Up Servicer; provided, however, that the Successor Servicer shall not (i) assume any obligation to reacquire Contracts by reason of misrepresentations or breaches of warranties, (ii) be required to make any Servicer Advance or (iii) be liable for acts, omissions or breaches or representations or warranties by the Servicer occurring prior to transfer of the servicing functions. Notwithstanding such termination, the Servicer shall be entitled to payment of all amounts payable to it prior to such termination for services rendered prior to such termination. In the event that the Indenture Trustee does not so appoint the Back-Up Servicer, there is no Back-Up Servicer or the Back-Up Servicer is unwilling or unable to assume such obligations on such date, the Trust Depositor shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Seller, the right to accept retransfer of all the Trust Assets, and such party parties may accept retransfer of such Trust Assets in consideration of the Trust Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Distribution Date of a sum equal to the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; deposit (provided, that the Indenture Trustee, if so directed by, by the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSASeller). In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee or the Back-Up Servicer be liable for any Servicing Fee or for any differential in the amount of Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and the transactions set forth or provided therein. The Back-Up Servicer also may appoint, or petition a court of competent jurisdiction for the appointment of a successor Servicer in accordance with the procedures set forth in the immediately preceding sentence. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.03 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive reasonable compensation equal to the monthly Servicing Fee and the Supplemental Servicing Fee, each payable as and to the extent described in the last paragraph of this Section 8.03. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Contracts hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from by the initial Servicer, and if not reimbursed by the initial Servicer, paid from Available Pledged RevenuesFunds after an Event of Default pursuant to Section 7.05(b)(xiii) hereof. Upon the Back-Up Servicer receiving notice that it is required to serve as the Servicer hereunder pursuant to the foregoing provisions of this Section 8.03, the Back-Up Servicer will promptly begin the transition to its role as Servicer. The Indenture Trustee and the Back-Up Servicer shall each be entitled to receive reimbursement for all transition costs that the Indenture Trustee or the Back-Up Servicer, as the case may be, incurs in connection with such transition, up to an aggregate limit (for both the Indenture Trustee and the Back-Up Servicer) of $150,000 (or, to the extent the Indenture Trustee and the Back-Up Servicer are no longer the same person, $75,000 each). The outgoing Servicer agrees to make such reimbursement of all such transition costs and to cooperate with the Back-Up Servicer in effecting the termination of the responsibilities and rights of such Servicer under this Agreement, including, without limitation, the transfer to the Back-Up Servicer for the administration by it of any cash amounts that shall at the time be held by such Servicer for deposit or which may thereafter be received with respect to any Contracts purchased hereunder, the delivery to the Back-Up Servicer in an orderly and timely fashion of all files and records with respect to the Contracts and a computer tape in form readable and compatible with the Back-Up Servicer's computer system containing all information necessary to enable the Back-Up Servicer to service the Contracts, and the provision to the Back-Up Servicer of such access to such Servicer's personnel, records and other information as the Back-Up Servicer shall reasonably request in order to enable it to perform its obligations as Servicer hereunder. Following the Back-Up Servicer's appointment as Servicer hereunder, the Back-Up Servicer shall no longer be entitled to receive a portion of the Administrative Fee, but shall instead be entitled to receive, pursuant to Section 7.01(b)(ii), a servicing fee equal to the Servicing Fee paid to the initial Servicer. In addition, the Back-Up Servicer as Successor Servicer shall be entitled to receive, from the initial Servicer, and if not paid by the initial Servicer, pursuant to Section 7.05(b)(xiii), a supplemental monthly servicing fee (the "Supplemental Servicing Fee") in respect of any Collection Period (or portion thereof) prior to the termination of the Trust equal to the product of (A) 1/12, (B) 0.25% and (C) the ADCB of the Contract Pool (not including amounts in the Pre-Funding Account during the Pre-Funding Period) as of the second preceding Calculation Date.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by subsection 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer (which shall be the Backup Servicer, in accordance with subsection 5.22(c)), and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer Trustee and a copy of such written assumption shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar provided promptly to the Contracts in the Contract PoolXxxxx’x. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 sixty (60) days of the delivery of a Termination NoticeNotice the Backup Servicer does not accept appointment as the Successor Servicer, the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's ’s delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificate) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents, including amounts owing to each Swap Counterparty, including Swap Breakage Costs, it being a condition precedent to such retransfer that all Swap Transactions then outstanding under any Swaps then in effect shall be terminated and all amounts payable to the Swap Counterparties, including Swap Breakage Costs, upon such termination shall be paid in full; provided, that that, the Indenture Trustee, if so directed by, by the Required HoldersHolders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel Originator. (which shall not be an employee of the Issuerb) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee Trustee, without further action action, shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts loans similar to the Contracts in the Contract Pool Loans as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02, (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement and (iii) the terminated Servicer shall not be liable for any acts or omission of any Successor Servicer occurring on and after such Servicer Transfer or for any breach by any Successor Servicer of any of its representations and warranties contained herein or in any related document or agreement. As compensation therefor, the Successor Servicer shall be entitled to receive reasonable compensation equal to the monthly Servicing Fee. The TrustNotwithstanding anything else herein to the contrary, in no event shall the Noteholders Indenture Trustee or the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the Equity Certificateholdersamount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and the transactions set forth or provided for herein. The Owner Trustee, Securityholders and the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment within 60 days of the delivery of a Termination Notice, then the Indenture Trustee shall offer the Depositor, and the Depositor shall offer CFUSA, the right to accept retransfer of all the Trust Assets, and such party may accept retransfer of such Trust Assets in consideration of the Depositor's ’s delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that the Indenture Trustee, if so directed by, the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, and the transactions set forth or provided for in this Pooling Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer In effecting such appointment, the Indenture Trustee shall be a seek bids from potential servicers which are established financial institution institutions each having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment within 60 days of the delivery of a Termination Notice, then the Indenture Trustee shall offer the Depositor, and the Depositor shall offer CFUSAthe NFUSA, the right to accept retransfer of all the Trust Assets, and such party may accept retransfer of such Trust Assets in consideration of the Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that the Indenture Trustee, if so directed by, the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSANFUSA; provided, further, CFUSA NFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, Agency an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA the Seller or that such retransfer would not constitute a preferential payment by the Depositor or CFUSANFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, and the transactions set forth or provided for in this Pooling Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicer Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related or Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesRevenues after an Event of Default pursuant to Section 7.05(b)(i) hereof and Section 5.06(a)(i) of the Indenture. (a) Notifications to Noteholders and the Equity Certificateholders. Promptly following the occurrence of any Servicer Default, the Servicer shall give written notice thereof to the Trustees, the Depositor and each Rating Agency at the addresses described in Section 11.04 and to the Noteholders and Equity Certificateholder at their respective addresses appearing on the Note Register and the Certificate Register, respectively. (b) Within ten (10) days following any termination or appointment of a Successor Servicer pursuant to this Article VIII, the Indenture Trustee shall give written notice thereof to each Rating Agency and the Depositor at the addresses described in Section 11.04, and to the Noteholders and the Equity Certificateholder at their respective addresses appearing on the Note Register and the Certificate Register, respectively.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer The Indenture Trustee shall be a seek bids from potential servicers which are established financial institution institutions each having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract PoolContracts. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 sixty (60) days of the delivery of a Termination NoticeNotice the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Seller, the right to accept retransfer of all the Trust Assets, and such party parties may accept retransfer of such Trust Assets in consideration of the Trust Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Distribution Date of a sum equal to the Aggregate Principal Amount of all Notes Securities (other than the Certificate) then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that the Indenture Trustee, if so directed by, by the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSAthe Seller; provided, further, CFUSA the Seller may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, Agency an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA the Seller or that such retransfer would not constitute a preferential payment by the Trust Depositor or CFUSAthe Seller. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; providedPROVIDED, howeverHOWEVER, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing Feereasonable compensation. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Contracts hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer 53 Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesAmounts after an Event of Default pursuant to Section 7.05(b)(i) hereof and Section 5.06(a)(i) of the Indenture.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, which shall be the Backup Servicer, in accordance with Section 5.15(c), and such named Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any ; provided, that, no appointment of a Successor Servicer or acceptance and assumption by a proposed Successor Servicer shall be a financial institution having a net worth effective without the prior satisfaction of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract PoolRating Agency Condition. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice a Successor Servicer is not appointed and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's ’s delivery to the Collection Principal and Interest Account on or prior to the next upcoming Payment Remittance Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents, including amounts owing to each Hedge Counterparty, including Hedge Breakage Costs, it being a condition precedent to such retransfer that all Hedge Transactions then outstanding under any Hedge Agreements then in effect shall be terminated and all amounts payable to the Hedge Counterparties, including Hedge Breakage Costs, upon such termination shall be paid in full; provided, that that, the Indenture Trustee, if so directed by, by the Required HoldersMajority Noteholders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders Majority Noteholders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; providedthe Originator. (b) The Backup Servicer may, furtherin its discretion, CFUSA may not accept such retransfer unless or shall, if it shall have delivered is unable to each Rating Agency, with a copy so act or if the Majority Noteholders request in writing to the Indenture TrusteeBackup Servicer, an Opinion appoint, or petition a court of Counsel (which shall competent jurisdiction to appoint, any established servicing institution having a net worth of not be an employee less than $50,000,000 as the Successor Servicer in the assumption of all or any part of the Issuer) that such retransfer would not constitute a fraudulent conveyance responsibilities, duties or liabilities of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Servicer. (c) As compensation, any Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer(including, without limitation, the Indenture Trustee without further action shall automatically be Backup Servicer) so appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming Fee, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided herein that accrued prior thereto; including, without limitation, all reasonable costs (including reasonable attorneys’ fees) incurred in connection with transferring the servicing obligations under the Agreement and amending the Agreement to reflect such duties transfer. (d) In the event the Backup Servicer is required to solicit bids, the Backup Servicer shall solicit, by public announcement, bids from banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the Successor Servicer shall be entitled to all the full amount of the Servicing Fee as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise that accrued prior thereto. Within thirty (30) days after any such public announcement, the Backup Servicer shall negotiate and effect the sale, transfer and assignment of the servicing rights and benefits responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Backup Servicer shall deduct from any sum received by the Backup Servicer from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances. After such deductions, the remainder of such sum shall be paid by the Backup Servicer to the Servicer at the time of such sale, transfer and assignment to the Servicer’s successor. The Backup Servicer and such successor shall take such action, consistent with the Agreement, as shall be necessary to effectuate any such succession. Neither the Backup Servicer nor any other Successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (or Successor Servicerii) including restrictions imposed by any regulatory authority having jurisdiction over the indemnity rights under Section 8.07 hereofServicer hereunder. Notwithstanding No appointment of a successor to the foregoing, if Servicer shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it each Securityholder and each Hedge Counterparty and the Backup Servicer shall petition have consented thereto. The Backup Servicer shall not resign as Servicer until a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. has been appointed and accepted such appointment. (e) On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation thereforNotwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee or the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer shall be entitled to receive act as Successor Servicer under this Agreement and the transactions set forth or provided for herein, including any Additional Servicing Fee. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Servicing Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer (which shall be the Backup Servicer, in accordance with Section 5.22(c)), and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Assets, and such party parties may accept retransfer of such Trust Assets in consideration of the Trust Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, PROVIDED that the Indenture Trustee, if so directed by, by the Required HoldersHolders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSAOriginator. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee Trustee, without further action action, shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts loans similar to the Contracts in the Contract Pool Loans as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; providedPROVIDED, howeverHOWEVER, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive reasonable compensation equal to the monthly Servicing Fee. The TrustNotwithstanding anything else herein to the contrary, in no event shall the Noteholders Indenture Trustee or the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the Equity Certificateholdersamount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and the transactions set forth or provided for herein. The Owner Trustee, Securityholders and the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, either (i) appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee or (ii) succeed to all the responsibilities, duties and liabilities of the Owner TrusteeServicer under this Agreement. Any It is the intention of the Indenture Trustee to appoint Textron Business Services Inc. (who has provided an officer's certificate attached hereto as Exhibit K), if Textron Business Services, Inc. is an Eligible Servicer at the time of such transition. It is also the intention of the Indenture Trustee that on or before the Closing Date, the Indenture Trustee shall enter into an arrangement with Textron Business Services, Inc. whereby Textron Business Services, Inc. has agreed to accept its appointment as Successor Servicer shall be and perform all the responsibilities, duties and liabilities as Servicer for a financial institution having fee not to exceed the Servicing Fee based upon a net worth of at least $50,000,000 and whose regular business includes Servicing Fee Percentage equal to 0.75%. If (i) the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Indenture Trustee does not appoint Textron Business Services, Inc. as Successor Servicer has not been appointed and has not accepted its appointment or (ii) the Indenture Trustee is unable to act as Successor Servicer or (iii) within 60 days of the delivery of a Termination NoticeNotice the Indenture Trustee is unable to obtain any bids from Eligible Servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the DepositorIssuer, and the Depositor Issuer shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Pledged Assets, and such party parties may accept retransfer of such Trust Pledged Assets in consideration of the DepositorIssuer's delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to (i) the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, deposit (provided that the Indenture Trustee, if so directed by, by the Required HoldersHolders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such the Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor Issuer or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy the Originator) and (ii) all amounts owing to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of Trustee under the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSAIndenture and hereunder. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool (each an "Eligible Servicer") as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive reasonable compensation equal to the monthly Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Contracts hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesAmounts after an Event of Default pursuant to Section 7.05(b)(i) hereof and Section 5.06(a)(first) of the Indenture.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein, or without notice permitted under Section 8.02(a)), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, which shall be the Backup Servicer, in accordance with Section 5.15(c), and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth ; provided that no appointment of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed or acceptance and has not accepted its appointment assumption by a proposed Successor Servicer, other than with respect to the Backup Servicer, shall be effective without the prior satisfaction of the Rating Agency Condition. If within 60 days of the delivery of a Termination NoticeNotice a Successor Servicer is not appointed and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's ’s delivery to the Collection Principal and Interest Account on or prior to the next upcoming Payment Distribution Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents; provided, provided that the Indenture Trustee, if so directed by, by the Required HoldersMajority Noteholders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders Majority Noteholders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; providedthe Originator. (b) The Backup Servicer or Trustee may, furtherin its discretion, CFUSA may not accept such retransfer unless it shall have delivered or shall, if the Backup Servicer is unable to each Rating Agency, with a copy so act or if the Majority Noteholders request in writing to the Indenture Backup Servicer or Trustee, an Opinion appoint, or petition a court of Counsel (which shall competent jurisdiction to appoint, any established servicing institution having a net worth of not be an employee less than $50,000,000 as the Successor Servicer in the assumption of all or any part of the Issuer) that such retransfer would not constitute a fraudulent conveyance responsibilities, duties or liabilities of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Servicer. (c) As compensation, any Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer(including, without limitation, the Indenture Trustee without further action shall automatically be Backup Servicer) so appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming Fee, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided herein that thereafter are payable under this Sale and Servicing Agreement; including, without limitation, all reasonable costs (including reasonable attorneys’ fees) incurred in connection with transferring the servicing obligations under the Agreement and amending the Agreement to reflect such duties transfer. (d) In the event the Backup Servicer is requested by the Servicer or the Majority Noteholders or determines in its discretion to solicit bids for servicing the Loans included in the Collateral, the Backup Servicer shall solicit, by public announcement, bids from banks and loan servicing institutions meeting the qualifications set forth in clause (b) above. Such public announcement shall specify that the Successor Servicer shall be entitled to all the full amount of the Servicing Fee as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise that thereafter are payable under this Sale and Servicing Agreement. Within 30 days after any such public announcement, the Backup Servicer shall negotiate and effect the sale, transfer and assignment of the servicing rights and benefits responsibilities hereunder to the qualified party submitting the highest qualifying bid if any. The Backup Servicer shall deduct from any sum received by the Backup Servicer from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances. After such deductions, the remainder of such sum shall be paid by the Backup Servicer to the Servicer at the time of such sale, transfer and assignment to the Servicer’s successor. The Backup Servicer and such successor shall take such action, consistent with the Agreement, as shall be necessary to effectuate any such succession. Neither the Backup Servicer, the Trustee nor any other Successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (or Successor Servicerii) including restrictions imposed by any regulatory authority having jurisdiction over the indemnity rights under Section 8.07 hereofServicer hereunder. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition No appointment of a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar successor to the Contracts in Servicer under this clause (d) shall be effective until written notice of such proposed appointment shall have been provided by the Contract Pool as Trustee and to each Securityholder and the Successor Servicer hereundershall have consented thereto. The Backup Servicer shall not resign as Servicer until a Successor Servicer has been appointed and accepted such appointment. (e) On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein with respect to servicing of the Collateral and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related other Transaction Document Document. Notwithstanding anything else herein to the contrary, in no event shall the Trustee or other agreement. As compensation therefor, the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer shall be entitled to receive act as Successor Servicer under this Agreement and the transactions set forth or provided for herein, including any Servicing FeeTransfer Costs. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the The terminated Servicer has made Servicer Advances, it shall be remain entitled to payment and reimbursement of the same amounts set forth in the last sentence of Section 8.02(b) notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by subsection 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, which shall be the Backup Servicer, in accordance with subsection 5.15(c), and such named Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 sixty (60) days of the delivery of a Termination NoticeNotice a Successor Servicer is not appointed and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's delivery to the Collection Principal and Interest Account on or prior to the next upcoming Payment Remittance Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents, including amounts owing to each Hedge Counterparty, including Hedge Breakage Costs, it being a condition precedent to such retransfer that all Hedge Transactions then outstanding under any Hedge Agreements then in effect shall be terminated and all amounts payable to the Hedge Counterparties, including Hedge Breakage Costs, upon such termination shall be paid in full; provided, that that, the Indenture Trustee, if so directed by, by the Required HoldersMajority Noteholders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders Majority Noteholders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; providedthe Originator. (b) The Backup Servicer may, furtherin its discretion, CFUSA may not accept such retransfer unless or shall, if it shall have delivered is unable to each Rating Agency, with a copy so act or if the Majority Noteholders request in writing to the Indenture TrusteeBackup Servicer, an Opinion appoint, or petition a court of Counsel (which shall competent jurisdiction to appoint, any established servicing institution having a net worth of not be an employee less than $50,000,000 as the Successor Servicer in the assumption of all or any part of the Issuer) that such retransfer would not constitute a fraudulent conveyance responsibilities, duties or liabilities of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Servicer. (c) As compensation, any Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer(including, without limitation, the Indenture Trustee without further action shall automatically be Backup Servicer) so appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming Fee, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided herein that accrued prior thereto; including, without limitation, all reasonable costs (including reasonable attorneys' fees) incurred in connection with transferring the servicing obligations under the Agreement and amending the Agreement to reflect such duties transfer. (d) In the event the Backup Servicer is required to solicit bids, the Backup Servicer shall solicit, by public announcement, bids from banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the Successor Servicer shall be entitled to all the full amount of the Servicing Fee as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise that accrued prior thereto. Within thirty (30) days after any such public announcement, the Backup Servicer shall negotiate and effect the sale, transfer and assignment of the servicing rights and benefits responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Backup Servicer shall deduct from any sum received by the Backup Servicer from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances. After such deductions, the remainder of such sum shall be paid by the Backup Servicer to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Backup Servicer and such successor shall take such action, consistent with the Agreement, as shall be necessary to effectuate any such succession. Neither the Backup Servicer nor any other Successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (or Successor Servicerii) including restrictions imposed by any regulatory authority having jurisdiction over the indemnity rights under Section 8.07 hereofServicer hereunder. Notwithstanding No appointment of a successor to the foregoing, if Servicer shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it each Securityholder and each Hedge Counterparty and the Backup Servicer shall petition have consented thereto. The Backup Servicer shall not resign as Servicer until a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. has been appointed and accepted such appointment. (e) On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation thereforNotwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee or the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer shall be entitled to receive act as Successor Servicer under this Agreement and the transactions set forth or provided for herein, including any Additional Servicing Fee. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Servicing Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by subsection 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, which shall be the Backup Servicer, in accordance with subsection 5.16(c) (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 sixty (60) days of the delivery of a Termination NoticeNotice a Successor Servicer is not appointed and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's delivery to the Collection Principal and Interest Account on or prior to the next upcoming Payment Remittance Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents, including amounts owing to each Swap Counterparty, including Swap Breakage Costs, it being a condition precedent to such retransfer that all Swap Transactions then outstanding under any Swaps then in effect shall be terminated and all amounts payable to the Swap Counterparties, including Swap Breakage Costs, upon such termination shall be paid in full; provided, that that, the Indenture Trustee, if so directed by, by the Required HoldersMajority Noteholders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders Majority Noteholders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; providedthe Originator. (b) The Backup Servicer may, furtherin its discretion, CFUSA may not accept such retransfer unless or shall, if it shall have delivered is unable to each Rating Agency, with a copy so act or if the Majority Noteholders request in writing to the Indenture TrusteeBackup Servicer, an Opinion appoint, or petition a court of Counsel (which shall competent jurisdiction to appoint, any established servicing institution having a net worth of not be an employee less than $50,000,000 as the Successor Servicer in the assumption of all or any part of the Issuer) that such retransfer would not constitute a fraudulent conveyance responsibilities, duties or liabilities of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Servicer. (c) As compensation, any Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer(including, without limitation, the Indenture Trustee without further action shall automatically be Backup Servicer) so appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming Fee, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided herein that accrued prior thereto; including, without limitation, all reasonable costs (including reasonable attorneys' fees) incurred in connection with transferring the servicing obligations under the Agreement and amending the Agreement to reflect such duties transfer. (d) In the event the Backup Servicer is required to solicit bids, the Backup Servicer shall solicit, by public announcement, bids from banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the Successor Servicer shall be entitled to all the full amount of the Servicing Fee as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise that accrued prior thereto. Within thirty (30) days after any such public announcement, the Backup Servicer shall negotiate and effect the sale, transfer and assignment of the servicing rights and benefits responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Backup Servicer shall deduct from any sum received by the Backup Servicer from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances. After such deductions, the remainder of such sum shall be paid by the Backup Servicer to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Backup Servicer and such successor shall take such action, consistent with the Agreement, as shall be necessary to effectuate any such succession. Neither the Backup Servicer nor any other Successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (or Successor Servicerii) including restrictions imposed by any regulatory authority having jurisdiction over the indemnity rights under Section 8.07 hereofServicer hereunder. Notwithstanding No appointment of a successor to the foregoing, if Servicer shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it each Securityholder and each Swap Counterparty and the Backup Servicer shall petition have consented thereto. The Backup Servicer shall not resign as Servicer until a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. has been appointed and accepted such appointment. (e) On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation thereforNotwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee or the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer shall be entitled to receive act as Successor Servicer under this Agreement and the transactions set forth or provided for herein, including any Additional Servicing Fee. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Servicing Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Assets, and such party parties may accept retransfer of such Trust Assets in consideration of the Trust Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Distribution Date of a sum equal to the Aggregate Principal Amount of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, deposit (provided that the Indenture Trustee, if so directed by, by the Required HoldersHolders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSAOriginator). In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive reasonable compensation equal to the monthly Servicing Fee. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Contracts hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesAmounts after an Event of Default pursuant to Section 7.05(b)(i) hereof and Section 5.06(a)(first) of the Indenture.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein, or without notice permitted under Section 8.02(a)), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, which subject to Section 8.02(b) and (d) shall be the Backup Servicer, in accordance with Section 5.15(c), and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth ; provided that no appointment of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed or acceptance and has not accepted its appointment assumption by a proposed Successor Servicer, other than with respect to the Backup Servicer, shall be effective without the prior satisfaction of the Rating Agency Condition. If within 60 days of the delivery of a Termination NoticeNotice a Successor Servicer is not appointed and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's ’s delivery to the Collection Principal and Interest Account on or prior to the next upcoming Payment Distribution Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents; provided, provided that the Indenture Trustee, if so directed by, by the Required HoldersMajority Noteholders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders Majority Noteholders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; providedthe Originator. (b) The Backup Servicer or Trustee may, furtherin its discretion, CFUSA may not accept such retransfer unless it shall have delivered or shall, if the Backup Servicer is unable to each Rating Agency, with a copy so act or if the Majority Noteholders request in writing to the Indenture Backup Servicer or Trustee, an Opinion appoint, or petition a court of Counsel (which shall competent jurisdiction to appoint, any established servicing institution having a net worth of not be an employee less than $50,000,000 as the Successor Servicer in the assumption of all or any part of the Issuer) that such retransfer would not constitute a fraudulent conveyance responsibilities, duties or liabilities of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Servicer. (c) As compensation, any Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer(including, without limitation, the Indenture Trustee without further action shall automatically be Backup Servicer) so appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming Fee, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided herein that thereafter are payable under this Agreement; including, without limitation, all reasonable costs (including reasonable attorneys’ fees) incurred in connection with transferring the servicing obligations under the Agreement and amending the Agreement to reflect such duties and transfer. In addition, Lyon Financial upon its appointment as Successor Servicer shall be entitled to all the one-time “Successor Servicer Engagement Fee” identified in the Backup Servicer Fee Letter, which fee shall be paid as part of Servicing Transfer Costs. (d) In the event the Backup Servicer is requested by the Servicer or the Majority Noteholders or determines in its discretion to solicit bids for servicing the Loans included in the Collateral, the Backup Servicer shall solicit, by public announcement, bids from banks and loan servicing institutions meeting the qualifications set forth in clause (b) above. Such public announcement shall specify that the Successor Servicer shall be entitled to the full amount of the Servicing Fee as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise that thereafter are payable under this Agreement. Within 30 days after any such public announcement, the Backup Servicer shall negotiate and effect the sale, transfer and assignment of the servicing rights and benefits responsibilities hereunder to the qualified party submitting the highest qualifying bid if any. The Backup Servicer shall deduct from any sum received by the Backup Servicer from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances. After such deductions, the remainder of such sum shall be paid by the Backup Servicer to the Servicer at the time of such sale, transfer and assignment to the Servicer’s successor. The Backup Servicer and such successor shall take such action, consistent with the Agreement, as shall be necessary to effectuate any such succession. Neither the Backup Servicer, the Trustee nor any other Successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (or Successor Servicerii) including restrictions imposed by any regulatory authority having jurisdiction over the indemnity rights under Section 8.07 hereofServicer hereunder. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition No appointment of a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar successor to the Contracts in Servicer under this clause (d) shall be effective until written notice of such proposed appointment shall have been provided by the Contract Pool as Trustee to each Securityholder and the Successor Servicer hereundershall have consented thereto. The Backup Servicer shall not resign as Servicer until a Successor Servicer has been appointed and accepted such appointment. (e) On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein with respect to servicing of the Collateral and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02, (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related other Transaction Document or Document, (iii) other agreement. As compensation thereforthan in respect of Servicing Advances relating to taxes, the Successor Servicer shall have no obligation to pay any taxes required to be entitled paid by the Servicer (provided, that the Backup Servicer or Successor Servicer, as applicable, shall pay any income taxes for which it is liable), (iv) the Successor Servicer shall have no obligation to receive pay any of the Servicing Feefees and expenses of any other party to the transactions contemplated hereby, (v) the Successor Servicer shall have no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the initial Servicer, and (vi) the Successor Servicer shall have no obligation to perform any repurchase obligations of the Servicer. The Trustindemnification obligations of the Backup Servicer, upon becoming a successor Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. To the extent the Backup Servicer, upon becoming a successor Servicer, shall be required under this Agreement to act in a prudent manner, the Noteholders Backup Servicer shall not thereby be deemed to have any fiduciary obligations hereunder. Notwithstanding anything else herein to the contrary, in no event shall the Trustee or the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the Equity Certificateholdersamount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and the transactions set forth or provided for herein, including any Servicing Transfer Costs. The Owner Trustee and the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the The terminated Servicer has made Servicer Advances, it shall be remain entitled to payment and reimbursement of the same amounts set forth in the last sentence of Section 8.02(b) notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. (f) The Successor Servicer (including the Backup Servicer) is authorized to accept and rely on all accounting records (including computer records) and work product of the prior Servicer hereunder relating to the Collateral without any audit or other examination. Notwithstanding anything contained in this Agreement to the contrary, Backup Servicer, as Successor Servicer, is not responsible for the accounting, records (including computer records) and work of the prior Servicer relating to the Collateral (collectively, the “Predecessor Servicer Work Product”). If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or would cause or materially contribute to Backup Servicer as Successor Servicer making or continuing any Errors (collectively, “Continued Errors”), Backup Servicer as Successor Servicer shall have no liability for such Continued Errors; provided, however, that Backup Servicer as Successor Servicer agrees to use its best efforts to prevent Continued Errors. In additionthe event that Backup Servicer as Successor Servicer becomes aware of Errors or Continued Errors, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action shall, with the prior consent of the Indenture Trustee hereunderTrustee, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. Backup Servicer Transfer as Successor Servicer shall be deemed expenses reimbursable from Available Pledged Revenuesentitled to recover its costs hereby expended.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment within 60 days of the delivery of a Termination Notice, then the Indenture Trustee shall offer the Depositor, and the Depositor shall offer CFUSA, the right to accept retransfer of all the Trust Assets, and such party may accept retransfer of such Trust Assets in consideration of the Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that the Indenture Trustee, if so directed by, the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, and the transactions set forth or provided for in this Pooling Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment within 60 days of the delivery of a Termination Notice, then the Indenture Trustee shall offer the Depositor, and the Depositor shall offer CFUSA, the right to accept retransfer of all the Trust Assets, and such party may accept retransfer of such Trust Assets in consideration of the Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that the Indenture Trustee, if so directed by, the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, and the transactions set forth or provided for in this Pooling Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues. Section 8.04 Notifications to Noteholders and the Equity Certificateholders.following the occurrence of any Servicer Default, the Servicer shall give written notice thereof to the Trustees, the Depositor and each Rating Agency at the addresses described in Section 11.04 and to the Noteholders and Equity Certificateholder at their respective addresses appearing on the Note Register and the Certificate Register, respectively.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Assets, and such party parties may accept retransfer of such Trust Assets in consideration of the Trust Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Distribution Date of a sum equal to the Aggregate Principal Amount of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, deposit (provided that the Indenture Trustee, if so directed by, by the Required HoldersHolders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSAOriginator). In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.,

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, which shall be the Backup Servicer, in accordance with Section 5.15(c), and such named Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any ; provided that no appointment of a Successor Servicer or acceptance and assumption by a proposed Successor Servicer shall be a financial institution having a net worth effective without the prior satisfaction of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract PoolRating Agency Condition. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice a Successor Servicer is not appointed and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right right, without obligation, to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's ’s delivery to the Collection Principal and Interest Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents; provided, provided that the Indenture Trustee, if so directed by, by the Required HoldersMajority Noteholders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders Majority Noteholders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; providedthe Originator. (b) The Backup Servicer may, furtherin its discretion, CFUSA may not accept such retransfer unless or shall, if it shall have delivered is unable to each Rating Agency, with a copy so act or if the Majority Noteholders request in writing to the Indenture TrusteeBackup Servicer, an Opinion appoint, or petition a court of Counsel (which shall competent jurisdiction to appoint, any established servicing institution having a net worth of not be an employee less than $50,000,000 as the Successor Servicer in the assumption of all or any part of the Issuer) that such retransfer would not constitute a fraudulent conveyance responsibilities, duties or liabilities of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Servicer. (c) As compensation, any Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer(including, without limitation, the Indenture Trustee without further action shall automatically be Backup Servicer) so appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming Fee, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided herein that thereafter are payable under this Agreement, including, without limitation, all reasonable costs (including reasonable attorneys’ fees) incurred in connection with transferring the servicing obligations under the Agreement and amending the Agreement to reflect such duties transfer. (d) In the event the Backup Servicer is required to solicit bids, the Backup Servicer shall solicit, by public announcement, bids from banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the Successor Servicer shall be entitled to all the full amount of the Servicing Fee as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise that thereafter are payable under this Agreement. Within 30 days after any such public announcement, the Backup Servicer shall negotiate and effect the sale, transfer and assignment of the servicing rights and benefits responsibilities hereunder to the qualified party submitting the highest qualifying bid, if any. The Backup Servicer shall deduct from any sum received by the Backup Servicer from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances. After such deductions, the remainder of such sum shall be paid by the Backup Servicer to the Servicer at the time of such sale, transfer and assignment to the Servicer’s successor. The Backup Servicer and such successor shall take such action, consistent with the Agreement, as shall be necessary to effectuate any such succession. Neither the Indenture Trustee, the Backup Servicer nor any other Successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (or Successor Servicerii) including restrictions imposed by any regulatory authority having jurisdiction over the indemnity rights Servicer hereunder. No appointment of a successor to the Servicer under Section 8.07 hereof. Notwithstanding the foregoing, if this clause (d) shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it each Securityholder and the Backup Servicer shall petition have consented thereto. The Backup Servicer shall not resign as Servicer until a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. has been appointed and accepted such appointment unless required by Applicable Law or administrative determination. (e) On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, provided that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related other Transaction Document Document. Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee or other agreement. As compensation therefor, the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer shall be entitled to receive act as Successor Servicer under this Agreement and the transactions set forth or provided for herein, including any Additional Servicing Fee. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Servicing Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, which shall be the Backup Servicer, in accordance with Section 5.15(c), and such named Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any ; provided, that, no appointment of a Successor Servicer or acceptance and assumption by a proposed Successor Servicer shall be a financial institution having a net worth effective without the prior satisfaction of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract PoolRating Agency Condition. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice a Successor Servicer is not appointed and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's ’s delivery to the Collection Principal and Interest Account on or prior to the next upcoming Payment Remittance Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents, including amounts owing to each Hedge Counterparty, including Hedge Breakage Costs, it being a condition precedent to such retransfer that all Hedge Transactions then outstanding under any Hedge Agreements then in effect shall be terminated and all amounts payable to the Hedge Counterparties, including Hedge Breakage Costs, upon such termination shall be paid in full; provided, that that, the Indenture Trustee, if so directed by, by the Required HoldersMajority Noteholders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders Majority Noteholders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; providedthe Originator. (b) The Backup Servicer may, furtherin its discretion, CFUSA may not accept such retransfer unless or shall, if it shall have delivered is unable to each Rating Agency, with a copy so act or if the Majority Noteholders request in writing to the Indenture TrusteeBackup Servicer, an Opinion appoint, or petition a court of Counsel (which shall competent jurisdiction to appoint, any established servicing institution having a net worth of not be an employee less than $50,000,000 as the Successor Servicer in the assumption of all or any part of the Issuer) that such retransfer would not constitute a fraudulent conveyance responsibilities, duties or liabilities of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Servicer. (c) As compensation, any Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer(including, without limitation, the Indenture Trustee without further action shall automatically be Backup Servicer) so appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming Fee, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided herein that accrued prior thereto; including, without limitation, all reasonable costs (including reasonable attorneys’ fees) incurred in connection with transferring the servicing obligations under the Agreement and amending the Agreement to reflect such duties transfer. (d) In the event the Backup Servicer is required to solicit bids, the Backup Servicer shall solicit, by public announcement, bids from banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the Successor Servicer shall be entitled to all the full amount of the Servicing Fee as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise that accrued prior thereto. Within 30 days after any such public announcement, the Backup Servicer shall negotiate and effect the sale, transfer and assignment of the servicing rights and benefits responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Backup Servicer shall deduct from any sum received by the Backup Servicer from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances. After such deductions, the remainder of such sum shall be paid by the Backup Servicer to the Servicer at the time of such sale, transfer and assignment to the Servicer’s successor. The Backup Servicer and such successor shall take such action, consistent with the Agreement, as shall be necessary to effectuate any such succession. Neither the Backup Servicer nor any other Successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (or Successor Servicerii) including restrictions imposed by any regulatory authority having jurisdiction over the indemnity rights under Section 8.07 hereofServicer hereunder. Notwithstanding No appointment of a successor to the foregoing, if Servicer shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it each Securityholder and each Hedge Counterparty and the Backup Servicer shall petition have consented thereto. The Backup Servicer shall not resign as Servicer until a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. has been appointed and accepted such appointment. (e) On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation thereforNotwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee or the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer shall be entitled to receive act as Successor Servicer under this Agreement and the transactions set forth or provided for herein, including any Additional Servicing Fee. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Servicing Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, which shall be the Backup Servicer, in accordance with Section 5.15(c), and such named Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any ; provided that no appointment of a Successor Servicer or acceptance and assumption by a proposed Successor Servicer shall be a financial institution having a net worth effective without the prior satisfaction of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract PoolRating Agency Condition. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice a Successor Servicer is not appointed and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right right, without obligation, to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's ’s delivery to the Collection Principal and Interest Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents, including amounts owing to each Hedge Counterparty, including Hedge Breakage Costs, it being a condition precedent to such retransfer that all Hedge Transactions then outstanding under any Hedge Agreements then in effect shall be terminated and all amounts payable to the Hedge Counterparties, including Hedge Breakage Costs, upon such termination shall be paid in full; provided, provided that the Indenture Trustee, if so directed by, by the Required HoldersMajority Noteholders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders Majority Noteholders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; providedthe Originator. (b) The Backup Servicer may, furtherin its discretion, CFUSA may not accept such retransfer unless or shall, if it shall have delivered is unable to each Rating Agency, with a copy so act or if the Majority Noteholders request in writing to the Indenture TrusteeBackup Servicer, an Opinion appoint, or petition a court of Counsel (which shall competent jurisdiction to appoint, any established servicing institution having a net worth of not be an employee less than $50,000,000 as the Successor Servicer in the assumption of all or any part of the Issuer) that such retransfer would not constitute a fraudulent conveyance responsibilities, duties or liabilities of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Servicer. (c) As compensation, any Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer(including, without limitation, the Indenture Trustee without further action shall automatically be Backup Servicer) so appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming Fee, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided herein that thereafter are payable under this Agreement, including, without limitation, all reasonable costs (including reasonable attorneys’ fees) incurred in connection with transferring the servicing obligations under the Agreement and amending the Agreement to reflect such duties transfer. (d) In the event the Backup Servicer is required to solicit bids, the Backup Servicer shall solicit, by public announcement, bids from banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the Successor Servicer shall be entitled to all the full amount of the Servicing Fee as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise that thereafter are payable under this Agreement. Within 30 days after any such public announcement, the Backup Servicer shall negotiate and effect the sale, transfer and assignment of the servicing rights and benefits responsibilities hereunder to the qualified party submitting the highest qualifying bid, if any. The Backup Servicer shall deduct from any sum received by the Backup Servicer from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances. After such deductions, the remainder of such sum shall be paid by the Backup Servicer to the Servicer at the time of such sale, transfer and assignment to the Servicer’s successor. The Backup Servicer and such successor shall take such action, consistent with the Agreement, as shall be necessary to effectuate any such succession. Neither the Indenture Trustee, the Backup Servicer nor any other Successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (or Successor Servicerii) including restrictions imposed by any regulatory authority having jurisdiction over the indemnity rights Servicer hereunder. No appointment of a successor to the Servicer under Section 8.07 hereof. Notwithstanding the foregoing, if this clause (d) shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it each Securityholder and each Hedge Counterparty and the Backup Servicer shall petition have consented thereto. The Backup Servicer shall not resign as Servicer until a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. has been appointed and accepted such appointment. (e) On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, provided that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related other Transaction Document Document. Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee or other agreement. As compensation therefor, the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer shall be entitled to receive act as Successor Servicer under this Agreement and the transactions set forth or provided for herein, including any Additional Servicing Fee. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Servicing Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. (a) Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, which shall be the Backup Servicer, in accordance with Section 5.15(c), and such named Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any ; provided that no appointment of a Successor Servicer or acceptance and assumption by a proposed Successor Servicer shall be a financial institution having a net worth effective without the prior satisfaction of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract PoolRating Agency Condition. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice a Successor Servicer is not appointed and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Originator, the right right, without obligation, to accept retransfer of all the Trust Loan Assets, and such party parties may accept retransfer of such Trust Loan Assets in consideration of the Trust Depositor's ’s delivery to the Collection Principal and Interest Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Outstanding Principal Amount Balance of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of depositdeposit and all other amounts due and owing to any Person under the Transaction Documents, including amounts owing to each Hedge Counterparty, including Hedge Breakage Costs, it being a condition precedent to such retransfer that all Hedge Transactions then outstanding under any Hedge Agreements then in effect shall be terminated and all amounts payable to the Hedge Counterparties, including Hedge Breakage Costs, upon such termination shall be paid in full; provided, provided that the Indenture Trustee, if so directed by, by the Required HoldersMajority Noteholders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders Majority Noteholders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; providedthe Originator. (b) The Backup Servicer may, furtherin its discretion, CFUSA may not accept such retransfer unless or shall, if it shall have delivered is unable to each Rating Agency, with a copy so act or if the Majority Noteholders request in writing to the Indenture TrusteeBackup Servicer, an Opinion appoint, or petition a court of Counsel (which shall competent jurisdiction to appoint, any established servicing institution having a net worth of not be an employee less than $50,000,000 as the Successor Servicer in the assumption of all or any part of the Issuer) that such retransfer would not constitute a fraudulent conveyance responsibilities, duties or liabilities of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Servicer. (c) As compensation, any Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer(including, without limitation, the Indenture Trustee without further action shall automatically be Backup Servicer) so appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming Fee, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided herein that accrued prior thereto; including, without limitation, all reasonable costs (including reasonable attorneys’ fees) incurred in connection with transferring the servicing obligations under the Agreement and amending the Agreement to reflect such duties transfer. (d) In the event the Backup Servicer is required to solicit bids, the Backup Servicer shall solicit, by public announcement, bids from banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the Successor Servicer shall be entitled to all the full amount of the Servicing Fee as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise that accrued prior thereto. Within 30 days after any such public announcement, the Backup Servicer shall negotiate and effect the sale, transfer and assignment of the servicing rights and benefits responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Backup Servicer shall deduct from any sum received by the Backup Servicer from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances. After such deductions, the remainder of such sum shall be paid by the Backup Servicer to the Servicer at the time of such sale, transfer and assignment to the Servicer’s successor. The Backup Servicer and such successor shall take such action, consistent with the Agreement, as shall be necessary to effectuate any such succession. Neither the Backup Servicer nor any other Successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (or Successor Servicerii) including restrictions imposed by any regulatory authority having jurisdiction over the indemnity rights under Section 8.07 hereofServicer hereunder. Notwithstanding No appointment of a successor to the foregoing, if Servicer shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it each Securityholder and each Hedge Counterparty and the Backup Servicer shall petition have consented thereto. The Backup Servicer shall not resign as Servicer until a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. has been appointed and accepted such appointment. (e) On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation thereforNotwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee or the Backup Servicer be liable for any Servicing Fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer shall be entitled to receive act as Successor Servicer under this Agreement and the transactions set forth or provided for herein, including any Additional Servicing Fee. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Servicing Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Loans hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged Revenues.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, either (i) appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee or (ii) succeed to all the responsibilities, duties and liabilities of the Owner TrusteeServicer under this Agreement. Any If either (i) the Indenture Trustee is unable to act as Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment or (ii) within 60 days of the delivery of a Termination NoticeNotice the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the DepositorIssuer, and the Depositor Issuer shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Pledged Assets, and such party parties may accept retransfer of such Trust Pledged Assets in consideration of the DepositorIssuer's delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to (i) the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, deposit (provided that the Indenture Trustee, if so directed by, by the Required HoldersHolders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such the Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor Issuer or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy the Originator) and (ii) all amounts owing to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of Trustee under the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSAIndenture and hereunder. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing 75 81 Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive reasonable compensation equal to the monthly Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Contracts hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesAmounts after an Event of Default pursuant to Section 7.05(b)(i) hereof and Section 5.06(a)(first) of the Indenture.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, either (i) appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee or (ii) succeed to all the responsibilities, duties and liabilities of the Owner TrusteeServicer under this Agreement. Any If either (i) the Indenture Trustee is unable to act as Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment or (ii) within 60 days of the delivery of a Termination NoticeNotice the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the DepositorIssuer, and the Depositor Issuer shall offer CFUSAthe Originator, the right to accept retransfer of all the Trust Pledged Assets, and such party parties may accept retransfer of such Trust Pledged Assets in consideration of the DepositorIssuer's delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to (i) the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, deposit (provided that the Indenture Trustee, if so directed by, by the Required HoldersHolders in writing, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such the Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor Issuer or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy the Originator) and (ii) all amounts owing to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of Trustee under the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSAIndenture and hereunder. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the 74 80 servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; provided, however, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.02 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive reasonable compensation equal to the monthly Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Contracts hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesAmounts after an Event of Default pursuant to Section 7.05(b)(i) hereof and Section 5.06(a)(first) of the Indenture.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Sellers, the right to accept retransfer of all the Trust Assets, and such party parties may accept retransfer of such Trust Assets in consideration of the Trust Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Distribution Date of a sum equal to the Aggregate Principal Amount of all Notes Securities (other than the Certificates) then outstanding, together with accrued and unpaid interest thereon through such date of deposit; deposit (provided, that the Indenture Trustee, if so directed by, by the Required Holders, need not accept and effect such reconveyance reconveyanced in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, and the transactions set forth or provided for in this Pooling Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing Fee. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesSellers).

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment within 60 days of the delivery of a Termination Notice, then the Indenture Trustee shall offer the Depositor, and the Depositor shall offer CFUSA, the right to accept retransfer of all the Trust Assets, and such party may accept retransfer of such Trust Assets in consideration of the Depositor's ’s delivery to the Collection Account on or prior to the next upcoming Payment Date of a sum equal to the Aggregate Principal Amount of all Notes then outstanding, together with accrued and unpaid interest thereon through such date of deposit; provided, that the Indenture Trustee, if so directed by, the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the IssuerTrust) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSA. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so act, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, and the transactions set forth or provided for in this Pooling Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Transfer; provided, however, that the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement or in any related Transaction Document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive the Servicing FeeFee from and after the Servicing Transfer. The Trust, the Noteholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same (and any unpaid Servicing Fees accrued prior to the Servicing Transfer) notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesFunds.

Appointment of Successor Servicer; Reconveyance; Successor Servicer to Act. Upon delivery of the Termination Notice notice required by Section 8.02(a) (or, if later, on a date designated therein), the Servicer shall continue to perform all servicing functions under this Pooling Agreement until the date specified in the Termination Notice or, if no such date is specified, until a date mutually agreed by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of or receipt of a Termination Notice, appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption and by delivery of an opinion of counsel (which shall not be at the expense of the Indenture Trustee) to the Successor Servicer relating to corporate matters and enforceability, in each case in a form acceptable to the Indenture Trustee and the Owner Trustee. Any Successor Servicer shall be a financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool. In the event that a Successor Servicer has not been appointed and has not accepted its appointment If within 60 days of the delivery of a Termination NoticeNotice the Indenture Trustee is unable to obtain any bids from eligible servicers and the Servicer shall have yet to cure the Servicer Default, then the Indenture Trustee shall offer the Trust Depositor, and the Trust Depositor shall offer CFUSAthe Seller, the right to accept retransfer of all the Trust Assets, and such party parties may accept retransfer of such Trust Assets in consideration of the Trust Depositor's delivery to the Collection Account on or prior to the next upcoming Payment Distribution Date of a sum equal to the Aggregate Principal Amount of all Notes Securities (other than the Certificate) then outstanding, together with accrued and unpaid interest thereon through such date of deposit; deposit (provided, that the Indenture Trustee, if so directed by, by the Required Holders, need not accept and effect such reconveyance in the absence of evidence (which may include valuations of an investment bank or similar entity, which shall not be at the expense of the Indenture Trustee) reasonably acceptable to such Indenture Trustee or Required Holders that such retransfer would not constitute a fraudulent conveyance of the Trust Depositor or CFUSA; provided, further, CFUSA may not accept such retransfer unless it shall have delivered to each Rating Agency, with a copy to the Indenture Trustee, an Opinion of Counsel (which shall not be an employee of the Issuer) that such retransfer would not constitute a fraudulent conveyance of the Depositor or CFUSA or that such retransfer would not constitute a preferential payment by the Depositor or CFUSASeller). In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the then Servicer has ceased to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee shall be entitled to receive the Servicing Fee while assuming such duties and shall be entitled to all rights and benefits of the Servicer (or Successor Servicer) including the indemnity rights under Section 8.07 hereof. Notwithstanding the foregoing, if the Indenture Trustee is legally unable or prohibited from so acting or is unwilling to so actacting, it shall petition a court of competent jurisdiction to appoint any established financial institution having a net worth of at least $50,000,000 and whose regular business includes the servicing of contracts similar to the Contracts in the Contract Pool as the Successor Servicer hereunder. On or after a Servicing Servicer Transfer, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Pooling Agreement, Agreement and the transactions set forth or provided for in this Pooling Agreement, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Servicing Servicer Transfer; providedPROVIDED, howeverHOWEVER, that (i) the Successor Servicer will not assume any obligations of the Servicer described in Section 8.03 and (ii) the Successor Servicer shall not be liable for any acts or omissions of the departing Servicer occurring prior to such Servicing Servicer Transfer or for any breach by the departing Servicer of any of its representations and warranties contained in this Pooling Agreement herein or in any related Transaction Document document or other agreement. As compensation therefor, the Successor Servicer shall be entitled to receive reasonable compensation equal to the monthly Servicing Fee. The TrustOwner Trustee, the Noteholders Securityholders and the Equity Certificateholders, the Indenture Trustee and such successor shall take such action, consistent with this Pooling Agreement, as shall be necessary to effectuate any such succession. To the extent the terminated Servicer has made Servicer Advances, it shall be entitled to reimbursement of the same notwithstanding its termination hereunder, to the same extent as if it had continued to service the Trust Assets Contracts hereunder. In addition, it is understood and agreed that if an Event of Default has occurred and a Servicer Transfer is being effected by action of the Indenture Trustee hereunder, any documented expenses reasonably incurred by the Indenture Trustee in connection with effecting such Servicer Transfer shall be deemed expenses reimbursable from Available Pledged RevenuesAmounts after an Event of Default pursuant to Section 7.05(b)(i) hereof and Section 5.06(a)(i) of the Indenture.