Common use of Conditions to Transfers Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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