Common use of Conveyance of Substitute Contracts Clause in Contracts

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.04, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "Substitute Contracts", and collectively, "Substitute Transferred Assets") shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Assets have been substituted (such Contracts, "Replaced Contracts", and collectively, "Replaced Assets") shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection (b) below, and pursuant to one or more related Substitution Transfer Agreements, the Depositor shall transfer, assign, set over and otherwise convey to the Trust, without recourse (other than as expressly provided herein), (i) all the right and interest of the Depositor in and to the Substitute Contracts listed on the related Substitution Schedule of Contracts, and (ii) all other rights and property interests consisting of Transferred Assets related to such Substitute Contracts. The Depositor shall effect such transfers only upon the satisfaction of each of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied): (i) At least five days prior to the related Substitution Transfer Date, the Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained herein; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E hereto (a "Substitution Transfer Agreement"), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) no selection procedures adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (vii) each of the representations and warranties made by CFUSA pursuant to Article III of the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria 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 Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viii) the Servicer and CFUSA and the applicable Financing Originator shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be. 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.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.04, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "Substitute Contracts", and collectively, "Substitute Transferred Assets") shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Contract Assets have been substituted (such Contracts, "Replaced Contracts", and collectively, "Replaced Assets") shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection (b) below, and pursuant to one or more related Substitution Transfer Agreements, the Depositor shall transfer, assign, set over and otherwise convey to the Trust, without recourse (other than as expressly provided herein), (i) all the right and interest of the Depositor in and to the Substitute Contracts listed on the related Substitution Schedule of Contracts, and (ii) all other rights and property interests consisting of Transferred Assets related to such Substitute Contracts. The Depositor shall effect such transfers only upon the satisfaction of each of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied): (i) At least five days prior to the related Substitution Transfer Date, the Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained herein; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E hereto (a "Substitution Transfer Agreement"), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) no selection procedures adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (vii) each of the representations and warranties made by CFUSA pursuant to Article III of the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria 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 Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viii) the Servicer and CFUSA and the applicable Financing Originator shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be. 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.

Conveyance of Substitute Contracts. (a) Subject to Sections 2.01(d) and (e) and the limitations satisfaction of the conditions set forth in paragraph (and the other terms and conditions ofc) of this Section 2.04, the Depositor Originator may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Poolat its option (but shall not be obligated to) sell, by conveying such other Contracts and related assets to the Trust pursuant to the procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "Substitute Contracts", and collectively, "Substitute Transferred Assets") shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Assets have been substituted (such Contracts, "Replaced Contracts", and collectively, "Replaced Assets") shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection (b) below, and pursuant to one or more related Substitution Transfer Agreements, the Depositor shall transfer, assign, set over and otherwise convey to the TrustTrust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the form attached as Exhibit J to the Transfer and Servicing Agreement), without recourse (other than as expressly provided hereinherein and therein (and the Trust Depositor shall be required to purchase through payment by exchange of one or more related Contracts released by the Trust to the Trust Depositor on the Subsequent Transfer Date), all the right, title and interest of the Originator in and to (the property in clauses (i)-(vi) below, upon such transfer, becoming part of the "Contract Assets"): (i) the Substitute Contracts identified in the related Addition Notice, and all monies received in payment of such Substitute Contracts on and after the related Subsequent Cutoff Dates, any Prepayment Amounts, any payments in respect of a casualty or early termination, and any Recoveries received with respect thereto, but excluding any Excluded Amounts; (ii) the Equipment related to such Contracts, including the related security interest granted by the Obligor under such Contracts and all proceeds from any sale or other disposition of such Equipment (but subject to the exclusion and release herein of Excluded Amounts) and Related Security; (iii) the Contract Files; (iv) all payments made or to be made in the future with respect to such Contracts or the Obligor thereunder under any Vendor Assignments with the Originator and under any guarantee or similar credit enhancement with respect to such Contracts; (v) all Insurance Proceeds with respect to each such Contract; and (vi) all income from and proceeds of the foregoing. (b) Subject to Sections 2.01(d) and (e) of this Agreement and the conditions set forth in Section 2.04(c) of this Agreement, the Originator shall sell, transfer, assign, set over and otherwise convey to the Trust Depositor, without recourse other than as expressly provided in this Agreement (i) all the right right, title and interest of the Depositor Originator in and to the Substitute Contracts listed on the related Substitution Schedule purchased pursuant to Section 2.04(a) of Contracts, this Agreement and (ii) all other rights and property interests consisting of Transferred Contract Assets related to such Substitute Contracts. The Depositor shall effect Contracts (the property in clauses (i)-(ii) above, upon such transfers only upon the satisfaction of each transfer, becoming part of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied):"Trust Assets"). (ic) At least five days prior to the related Substitution Transfer DateThe Originator shall transfer, the Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained herein; (ii) there shall have occurredDepositor, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E hereto (a "Substitution Transfer Agreement"), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the other property and rights related Replaced Contracts; thereto described in paragraphs (va) CFUSA shall have delivered to above, in the Depositor and case of the Owner Trustee on behalf Originator, or (b), in the case of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) no selection procedures adverse Depositor, only on the terms and subject to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (vii) each of the representations and warranties made by CFUSA pursuant to Article III of the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria conditions set forth in clause (jSection 2.04(c) of the definition of Eligible Contract), Transfer and CFUSA shall have performed in all material respects all obligations to be performed by it under the Substitute VFC Purchase Agreement or Non-VFC Purchase Servicing Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viii) the Servicer and CFUSA and the applicable Financing Originator shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be. 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.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.042.03, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the all procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "“Substitute Contracts"”, and collectively, "“Substitute Transferred Assets"”) shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Contract Assets have been substituted (such Contracts, "“Replaced Contracts"”, and collectively, "“Replaced Assets"”) shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's ’s right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 2.03 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection (b) below, and pursuant to one or more related Substitution Transfer Agreements, the Depositor shall transfer, assign, set over and otherwise convey to the Trust, without recourse (other than as expressly provided herein), (i) all the right and interest of the Depositor in and to the Substitute Contracts listed on the related Substitution Schedule of Contracts, and (ii) all other rights and property interests consisting of Transferred Assets related to such Substitute Contracts, provided, that the Depositor may not (x) make substitutions for Prepaid Contracts until the Class A-1 Notes have been paid in full, (y) make substitution for Prepaid Contracts or Defaulted Contracts in excess of 10% of the Initial Contract Pool Principal Balance and (z) make substitutions for Prepaid Contracts or Defaulted Contracts after March 23, 2009. The Depositor shall effect such transfers only upon the satisfaction of each of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied): (i) At at least five days prior to the related Substitution Transfer Date, the Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained herein; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E D hereto (a "“Substitution Transfer Agreement"”), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) no selection procedures adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (vii) each of the representations and warranties made by CFUSA pursuant to Article III of the Substitute Series 2006-VT1 VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria 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 Substitute Series 2006-VT1 VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viii) the Servicer and CFUSA and the applicable Financing Originator shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute Series 2006-VT1 VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be. 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.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.04, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "Substitute Contracts", and collectively, "Substitute Transferred Assets") shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Assets have been substituted (such Contracts, "Replaced Contracts", and collectively, "Replaced Assets") shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection (b) below, and pursuant to one or more related Substitution Transfer Agreements, the Depositor shall transfer, assign, set over and otherwise convey to the Trust, without recourse (other than as expressly provided herein), (i) all the right and interest of the Depositor in and to the Substitute Contracts listed on the related Substitution Schedule of Contracts, and (ii) all other rights and property interests consisting of Transferred Assets related to such Substitute Contracts. The Depositor shall effect such transfers only upon the satisfaction of each of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied): (i) At at least five days prior to the related Substitution Transfer Date, the Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained herein; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E hereto (a "Substitution Transfer Agreement"), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) no selection procedures adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (vii) each of the representations and warranties made by CFUSA pursuant to Article III of the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria 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 Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viii) the Servicer and Servicer, CFUSA and the applicable Financing Originator shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and were conveyed to the Depositor from CFUSA pursuant to the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be. 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.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in Sections 2.01(d) and (e) above and the other terms and conditions of) this Section 2.04, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the procedures and documentation specified below. Upon the effectiveness satisfaction of such substitution, such other Contracts and related Transferred Assets (such Contracts, "Substitute Contracts", and collectively, "Substitute Transferred Assets") shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Assets have been substituted (such Contracts, "Replaced Contracts", and collectively, "Replaced Assets") shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection paragraph (b) below, and pursuant to one or more related Substitution Transfer Agreementsat the option of the Issuer, the Depositor Originator may at its option (but shall not be obligated to) sell, transfer, assign, set over and otherwise convey to the TrustIssuer (by delivery of an executed Subsequent Transfer Agreement substantially in the form attached as Exhibit I hereto), without recourse (other than as expressly provided hereinherein and therein (and the Issuer shall be required to purchase through payment by exchange of one or more related Contracts released by the Indenture Trustee to the Issuer on the Subsequent Transfer Date), (i) all the right right, title and interest of the Depositor Originator in and to (the property in clauses (i)-(vi) below, upon such transfer, becoming part of the "Contract Assets"): (i) the Substitute Contracts listed on identified in the related Substitution Schedule of ContractsAddition Notice, and all monies received in payment of such Substitute Contracts on and after the related Subsequent Cutoff Dates, any Prepayment Amounts, any payments in respect of a Casualty Loss or early termination, and any Recoveries received with respect thereto, but excluding any Excluded Amounts; (ii) all other rights and property interests consisting of Transferred Assets the Equipment related to such Contracts, including the security interest of the Originator in such Equipment and all proceeds from any sale or other disposition of such Equipment (but subject to the exclusion and release herein of Excluded Amounts); (iii) the Contract Files; (iv) all payments made or to be made in the future with respect to such Contracts or the Obligor thereunder under any Vendor Assignments with the Originator and under any guarantee or similar credit enhancement with respect to such Contracts (other than Excluded Amounts); (v) all Insurance Proceeds with respect to each such Contract; and (vi) all income from and proceeds of the foregoing. (b) The Originator shall transfer to the Issuer the Substitute Contracts. The Depositor shall effect such transfers Contracts and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Substitution Subsequent Transfer Date (and the delivery of a related Substitution Addition Notice by the Depositor Originator shall be deemed a representation and warranty by the Depositor Originator, that such conditions have been or will be, as of the related Substitution Subsequent Transfer Date, satisfied): (i) At least five days prior to the related Substitution Transfer Date, the Depositor Originator shall have provided the Owner Trustee on behalf of the Trust Issuer and the Indenture Trustee with a Substitution timely Addition Notice complying with the definition thereof contained herein, which notice shall in any event be no later than three days prior to the date of addition; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Contracts Pool; (iii) the Substitute Contract(s) Contracts being conveyed to the Trust, Issuer satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor Originator shall have delivered to the Owner Trustee on behalf of the Trust Issuer a duly executed written assignment agreement in substantially the form of Exhibit E I hereto (a the "Substitution Subsequent Transfer Agreement"), which shall include a Substitution Schedule Subsequent List of Contracts identifying listing the Substitute Contracts and the related Replaced Contracts; (v) CFUSA the Originator shall have delivered deposited or caused to be deposited in the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement Collection Account all Collections received with respect to such conveyancethe Substitute Contracts on or after the related Subsequent Cutoff Date; (vi) as of each Subsequent Transfer Date, neither the Originator nor the Issuer was insolvent nor will either of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (vii) no selection procedures believed by the Originator or the Issuer to be adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (viiviii) each of the representations and warranties made by CFUSA the Originator pursuant to Article III of Sections 3.02, and 3.04 applicable to the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, Contracts shall be true and correct as of the related Substitution Subsequent Transfer Date (including the representation made as provided that, with respect to compliance with the UCC filing criteria set forth in clause (jd) of the definition of Eligible Contract)Substitute Contract Qualification Conditions, the representations with respect to geographical diversity shall not apply) and CFUSA the Originator shall have performed in all material respects all obligations to be performed by it under the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, hereunder on or prior to such Substitution Subsequent Transfer Date; and; (viiiix) the Servicer and CFUSA and the applicable Financing Originator shall, at their its own expense, on or prior to the Substitution Subsequent Transfer Date, have indicated indicate in their respective computer files its Computer Records that ownership of the Substitute Contracts identified on the Substitution Schedule Subsequent List of Contracts attached in the Subsequent Transfer Agreement has been sold to the related Substitution Transfer Agreement have been assigned Issuer and conveyed pledged to the Trust through the Depositor Indenture Trustee pursuant to this Pooling Agreement and the Indenture; (x) the aggregate Principal Balance of all Substitute VFC Purchase Agreement Contracts that shall be substituted for Prepaid Contracts that relate to a Casualty Loss, Defaulted Contracts, Excess Contracts or Non-VFC Purchase Agreement, as a Contract that is the case may be. The failure to satisfy any subject of a breach of representation or warranty cannot exceed 10% of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transferOriginal Pool Balance.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.04, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "Substitute Contracts", and collectively, "Substitute Transferred Assets") shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Assets have been substituted (such Contracts, "Replaced Contracts", and collectively, "Replaced Assets") shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection (b) below, and pursuant to one or more related Substitution Transfer Agreements, the Depositor shall transfer, assign, set over and otherwise convey to the Trust, without recourse (other than as expressly provided herein), (i) all the right and interest of the Depositor in and to the Substitute Contracts listed on the related Substitution Schedule of Contracts, and (ii) all other rights and property interests consisting of Transferred Assets related to such Substitute Contracts. The Depositor shall effect such transfers only upon the satisfaction of each of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied): (i) At least five days prior to the related Substitution Transfer Date, the Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained herein; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E hereto (a "Substitution Transfer Agreement"), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA Financial shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) no selection procedures adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (vii) each of the representations and warranties made by CFUSA Financial pursuant to Article III of the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria set forth in clause (j) of the definition of Eligible Contract), and CFUSA Financial shall have performed in all material respects all obligations to be performed by it under the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viii) the Servicer and CFUSA Financial and the applicable Financing Originator shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be. 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.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.04, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "Substitute Contracts", and collectively, "Substitute Transferred Assets") shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Assets have been substituted (such Contracts, "Replaced Contracts", and collectively, "Replaced Assets") shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection (b) below, and pursuant to one or more related Substitution Transfer Agreements, the Depositor shall transfer, assign, set over and otherwise convey to the Trust, without recourse (other than as expressly provided herein), ): (i) all the right and interest of the Depositor in and to the Substitute Contracts listed on the related Substitution Schedule of Contracts, and (ii) all other rights and property interests consisting of Transferred Assets related to such Substitute Contracts. The Depositor shall effect such transfers only upon the satisfaction of each of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied): (i) At least five days prior to the related Substitution Transfer Date, the Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained herein; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E hereto (a "Substitution Transfer Agreement"), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA [ ] shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) the Depositor shall have deposited or caused to be deposited in the Collection Account all Pledged Revenue received with respect to the Substitute Contracts after the applicable Substitution Cut-off Date and through and including the date which is two Business Days preceding the related Substitution Transfer Date; (vii) no selection procedures adverse to the interests of either the Trust, Trust or the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (viiviii) each of the representations and warranties made by CFUSA [ ] pursuant to Article III of the Substitute VFC Purchase and Sale Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria 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 Substitute VFC Purchase and Sale Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viiiix) the Servicer and CFUSA and the applicable Financing Originator [ ] shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute VFC Purchase Agreement or Non-VFC Purchase and Sale Agreement, as the case may be. 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.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.04, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "Substitute Contracts", and collectively, "Substitute Transferred Assets") shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Assets have been substituted (such Contracts, "Replaced Contracts", and collectively, "Replaced Assets") shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection (b) below, and pursuant to one or more related Substitution Transfer Agreements, the Depositor shall transfer, assign, set over and otherwise convey to the Trust, without recourse (other than as expressly provided herein), (i) all the right and interest of the Depositor in and to the Substitute Contracts listed on the related Substitution Schedule of Contracts, and (ii) all other rights and property interests consisting of Transferred Assets related to such Substitute Contracts. The Depositor shall effect such transfers only upon the satisfaction of each of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied): (i) At least five days prior to the related Substitution Transfer Date, the Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained herein; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E hereto (a "Substitution Transfer Agreement"), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA [ ] shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) the Depositor shall have deposited or caused to be deposited in the Collection Account all Pledged Revenue received with respect to the Substitute Contracts after the applicable Substitution Cutoff Date and through and including the date which is two Business Days preceding the related Substitution Transfer Date; (vii) no selection procedures adverse to the interests of either the Trust, Trust or the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (viiviii) each of the representations and warranties made by CFUSA [ ] pursuant to Article III of the Substitute VFC Purchase and Sale Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria 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 Substitute VFC Purchase and Sale Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viiiix) the Servicer and CFUSA and the applicable Financing Originator [ ] shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute VFC Purchase Agreement or Non-VFC Purchase and Sale Agreement, as the case may be. 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.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.042.03, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the all procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "Substitute Contracts", and collectively, "Substitute Transferred Assets") shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Contract Assets have been substituted (such Contracts, "Replaced Contracts", and collectively, "Replaced Assets") shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 2.03 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection (b) below, and pursuant to one or more related Substitution Transfer Agreements, the Depositor shall transfer, assign, set over and otherwise convey to the Trust, without recourse (other than as expressly provided herein), (i) all the right and interest of the Depositor in and to the Substitute Contracts listed on the related Substitution Schedule of Contracts, and (ii) all other rights and property interests consisting of Transferred Assets related to such Substitute Contracts, provided, that the Depositor may not make substitutions for Prepaid Contracts until the Class A-1 Notes have been paid in full. The Depositor shall effect such transfers only upon the satisfaction of each of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied): (i) At at least five days prior to the related Substitution Transfer Date, the Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained herein; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E D hereto (a "Substitution Transfer Agreement"), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) no selection procedures adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (vii) each of the representations and warranties made by CFUSA pursuant to Article III of the Substitute Series 2005-EF1 VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria 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 Substitute Series 2005-EF1 VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viii) the Servicer and CFUSA and the applicable Financing Originator shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute Series 2005-EF1 VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be. 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.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.04, the Depositor may substitute other Conveyance of Substitute Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust Depositor. Subject to Sections 2.01(d) and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "Substitute Contracts", and collectively, "Substitute Transferred Assets"e) shall, for all purposes of this Agreement above and the Trust Agreement, constitute and be considered as part satisfaction of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Assets have been substituted (such Contracts, "Replaced Contracts", and collectively, "Replaced Assets") shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection paragraph (bc) below, and pursuant to one or more related Substitution Transfer Agreementsat the option of the Trust Depositor, the Depositor Originator may at its option (but shall not be obligated to) sell, transfer, assign, set over and otherwise convey to the TrustTrust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the form attached as Exhibit J hereto), without recourse (other than as expressly provided hereinherein and therein (and the Trust Depositor shall be required to purchase through payment by exchange of one or more related Contracts released by the Trust to the Trust Depositor on the Subsequent Transfer Date), (i) all the right right, title and interest of the Depositor Originator in and to (the property in clauses (i)-(vi) below, upon such transfer, becoming part of the "Contract Assets"): (i) the Substitute Contracts listed on identified in the related Substitution Schedule of ContractsAddition Notice, and all monies received in payment of such Substitute Contracts on and after the related Subsequent Cutoff Dates, any Prepayment Amounts, any payments in respect of a casualty or early termination, and any Recoveries received with respect thereto, but excluding any Excluded Amounts; (ii) all other rights and property interests consisting of Transferred Assets the Equipment related to such Substitute Contracts. , including the security interest of the Trust Depositor in such Equipment and all proceeds from any sale or other disposition of such Equipment (but subject to the exclusion and release herein of Excluded Amounts) and Related Security; (iii) the Contract Files; (iv) all payments made or to be made in the future with respect to such Contracts or the Obligor thereunder under any Vendor Assignments with the Originator and under any guarantee or similar credit enhancement with respect to such Contracts; (v) all Insurance Proceeds with respect to each such Contract; and (vi) all income from and proceeds of the foregoing. (b) Subject to Sections 2.01(d) and (e) above and the conditions set (c) The Originator and Trust Depositor shall effect such transfers transfer to the Trust the Substitute Contracts and the other property and rights related thereto described in paragraphs (a), in the case of the Originator, or (b), in the case of the Trust Depositor, above only upon the satisfaction of each of the following conditions on or prior to the related Substitution Subsequent Transfer Date (and the delivery of a related Substitution Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator, that such conditions have been or will be, as of the related Substitution Subsequent Transfer Date, satisfied): (i) At least five days prior to the related Substitution Transfer Date, the Trust Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution timely Addition Notice complying with the definition thereof contained herein, which Notice shall in any event be no later than five days prior to the date of addition; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Contracts Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Originator shall have delivered to the Trust Depositor a duly executed written assignment in substantially the form of Exhibit J hereto (the "Subsequent Purchase Agreement"), which shall include a Subsequent List of Contracts listing the Substitute Contracts; (v) the Trust Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement (including an acceptance by the Owner Trustee) in substantially the form of Exhibit E I hereto (a the "Substitution Subsequent Transfer Agreement"), which shall include a Substitution Schedule Subsequent List of Contracts identifying listing the Substitute Contracts and the related Replaced Contracts; (v) CFUSA shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) the Trust Depositor shall have deposited or caused to be deposited in the Collection Account all Collections received with respect to the Substitute Contracts on or after the related Subsequent Cutoff Date; (vii) as of each Subsequent Transfer Date, neither the Originator nor the Trust Depositor was insolvent nor will either of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (viii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (viiix) each of the representations and warranties made by CFUSA the Originator pursuant to Article III of Sections 3.02, 3.03, 3.04, and 3.05 applicable to the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, Contracts shall be true and correct as of the related Substitution Subsequent Transfer Date (including the representation made as provided that, with respect to compliance with the UCC filing criteria set forth in clause (je) of the definition of Eligible Contract)Substitute Contract Qualification Conditions, the representations with respect to geographical diversity shall not apply) and CFUSA the Originator shall have performed in all material respects all obligations to be performed by it under the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, hereunder on or prior to such Substitution Subsequent Transfer Date; and; (viiix) the Servicer and CFUSA and the applicable Financing Originator shall, at their its own expense, on or prior to the Substitution Subsequent Transfer Date, have indicated indicate in their respective computer files its Computer Records that ownership of the Substitute Contracts identified on the Substitution Schedule Subsequent List of Contracts attached to in the related Substitution Subsequent Transfer Agreement have has been assigned and conveyed sold to the Trust through the Trust Depositor pursuant to this Pooling Agreement Agreement; (xi) the aggregate Principal Balance of all Substitute Contracts that shall be substituted for Prepaid Contracts that relate to a Casualty Loss, Defaulted Contracts and the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be. The failure Contracts subject to satisfy any a Material Modification cannot exceed 10% of the foregoing conditions Original Pool Balance; and (xii) the aggregate Principal Balance of all Substitute Contracts that shall be substituted for Prepaid Contracts, Excess Contracts and Ineligible Contracts cannot exceed 20% of the Original Pool Balance; provided, however, that no substitution with respect to transfer or such Prepaid Contracts, Excess Contracts and Ineligible Contracts shall be made prior to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transfertime the Class A-1 Notes are paid in full.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.04, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "Substitute Contracts", and collectively, "Substitute Transferred Assets") shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Assets have been substituted (such Contracts, "Replaced Contracts", and collectively, "Replaced Assets") shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection (b) below, and pursuant to one or more related Substitution Transfer Agreements, the Depositor shall transfer, assign, set over and otherwise convey to the Trust, without recourse (other than as expressly provided herein), (i) all the right and interest of the Depositor in and to the Substitute Contracts listed on the related Substitution Schedule of Contracts, and (ii) all other rights and property interests consisting of Transferred Assets related to such Substitute Contracts. The Depositor shall effect such transfers only upon the satisfaction of each of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied): (i) At least five days prior to the related Substitution Transfer Date, the Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained herein; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E hereto (a "Substitution Transfer Agreement"), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) the Depositor shall have deposited or caused to be deposited in the Collection Account all Pledged Revenue received with respect to the Substitute Contracts after the applicable Substitution Cutoff Date and through and including the date which is two Business Days preceding the related Substitution Transfer Date; (vii) no selection procedures adverse to the interests of either the Trust, Trust or the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (viiviii) each of the representations and warranties made by CFUSA pursuant to Article III of the Substitute VFC Purchase and Sale Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria 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 Substitute VFC Purchase and Sale Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viiiix) the Servicer and CFUSA and the applicable Financing Originator shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute VFC Purchase Agreement or Non-VFC Purchase and Sale Agreement, as the case may be. 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.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.042.03, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the all procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets assets (such Contracts, "“Substitute Contracts"”, and collectively, "“Substitute Transferred Assets"”) shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Contract Assets have been substituted (such Contracts, "“Replaced Contracts"”, and collectively, "“Replaced Assets"”) shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's ’s right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 2.03 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection (b) below), and pursuant to one or more related Substitution Transfer Agreements, the Depositor shall transfer, assign, set over and otherwise convey to the Trust, without recourse (other than as expressly provided herein), (i) all the right and interest of the Depositor in and to the Substitute Contracts listed on the related Substitution Schedule of Contracts, and (ii) all other rights and property interests consisting of Transferred Assets related to such Substitute Contracts, provided, that the Depositor may not (x) make substitutions for Prepaid Contracts until the Class A-1 Notes have been paid in full, (y) make substitution for Prepaid Contracts or Defaulted Contracts in excess of 10% of the Initial Contract Pool Principal Balance and (z) make substitutions for Prepaid Contracts or Defaulted Contracts after May 14, 2011. The Depositor shall effect such transfers only upon the satisfaction of each of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied): (i) At at least five days prior to the related Substitution Transfer Date, the Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained herein; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E D hereto (a "“Substitution Transfer Agreement"”), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) no selection procedures adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (vii) each of the representations and warranties made by CFUSA pursuant to Article III of the Substitute Series 2008-VT1 VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria 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 Substitute Series 2008-VT1 VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viii) the Servicer and CFUSA and the applicable Financing Originator shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute Series 2008-VT1 VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be. 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.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.042.03, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the all procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets assets (such Contracts, "“Substitute Contracts"”, and collectively, "“Substitute Transferred Assets"”) shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Contract Assets have been substituted (such Contracts, "“Replaced Contracts"”, and collectively, "“Replaced Assets"”) shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's ’s right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 2.03 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection (b) below, and pursuant to one or more related Substitution Transfer Agreements, the Depositor shall transfer, assign, set over and otherwise convey to the Trust, without recourse (other than as expressly provided herein), (i) all the right and interest of the Depositor in and to the Substitute Contracts listed on the related Substitution Schedule of Contracts, and (ii) all other rights and property interests consisting of Transferred Assets related to such Substitute Contracts, provided, that the Depositor may not (x) make substitutions for Prepaid Contracts until the Class A-1 Notes have been paid in full, (y) make substitution for Prepaid Contracts or Defaulted Contracts in excess of 10% of the Initial Contract Pool Principal Balance and (z) make substitutions for Prepaid Contracts or Defaulted Contracts after November 22, 2009. The Depositor shall effect such transfers only upon the satisfaction of each of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied): (i) At at least five days prior to the related Substitution Transfer Date, the Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained herein; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E D hereto (a "“Substitution Transfer Agreement"”), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) no selection procedures adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (vii) each of the representations and warranties made by CFUSA pursuant to Article III of the Substitute Series 2006-VT2 VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria 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 Substitute Series 2006-VT2 VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viii) the Servicer and CFUSA and the applicable Financing Originator shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute Series 2006-VT2 VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be. 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.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.04, the Depositor may substitute other Conveyance of Substitute Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets Depositor. Subject to the Trust pursuant to the procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "Substitute Contracts", and collectively, "Substitute Transferred Assets"Section 2.01(d) shall, for all purposes of this Agreement above and the Trust Agreement, constitute and be considered as part satisfaction of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Assets have been substituted (such Contracts, "Replaced Contracts", and collectively, "Replaced Assets") shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection paragraph (bc) below, and pursuant to one or more related Substitution Transfer Agreementsthe Originators may at their option (but shall not be obligated to) sell, the Depositor shall transfer, assign, set over and otherwise convey to the TrustTrust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the form attached as Exhibit M hereto), without recourse (other than as expressly provided herein), herein and therein (i) and the Trust Depositor shall be required to purchase through payment by exchange of one or more related Contracts released by the Trust to the Trust Depositor on the Subsequent Transfer Date all the right right, title and interest of the Depositor Originators in and to (the Substitute Contracts listed on the related Substitution Schedule of Contractsproperty in clauses (i) - (vi) below, and (ii) all other rights and property interests consisting of Transferred Assets related to upon such Substitute Contracts. The Depositor shall effect such transfers only upon the satisfaction of each transfer, becoming part of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied"Contract Assets"): (i) At least five days the Substitute Contracts identified in the related Addition Notice, and all monies due or to become due in payment of such Substitute Contracts on and after the related Subsequent Cutoff Dates, any Prepayment Amounts, any payments in respect of a casualty or early termination, and any Recoveries received with respect thereto, but excluding any Scheduled Payments due prior to the related Substitution Transfer Date, the Depositor shall have provided the Owner Trustee on behalf of the Trust Subsequent Cutoff Date and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained hereinany Excluded Amounts; (ii) there shall have occurredthe Equipment related to such Contracts and, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Poolcase of any Vendor Loan, related Applicable Security, including all proceeds from any sale or other disposition of such Equipment (but subject to the exclusion and release herein of Excluded Amounts); (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification ConditionsFiles; (iv) all payments made or to be made in the Depositor shall have delivered future with respect to such Contracts or the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E hereto (a "Substitution Transfer Agreement"), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and Obligor thereunder under any Program Agreements or Vendor Agreements with the related Replaced Originator and under any guarantee or similar credit enhancement with respect to such Contracts; (v) CFUSA shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement all Insurance Proceeds with respect to each such conveyance;Contract; and (vi) no selection procedures adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (vii) each all income from and proceeds of the representations and warranties made by CFUSA pursuant to Article III of the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreementforegoing; provided, as the that such Contract Assets shall in no case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria 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 Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viii) the Servicer and CFUSA and the applicable Financing Originator shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be. The failure to satisfy include 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 transferResidual Investment.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.042.03, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the all procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "“Substitute Contracts"”, and collectively, "“Substitute Transferred Assets"”) shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Contract Assets have been substituted (such Contracts, "“Replaced Contracts"”, and collectively, "“Replaced Assets"”) shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's ’s right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 2.03 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection (b) below, and pursuant to one or more related Substitution Transfer Agreements, the Depositor shall transfer, assign, set over and otherwise convey to the Trust, without recourse (other than as expressly provided herein), (i) all the right and interest of the Depositor in and to the Substitute Contracts listed on the related Substitution Schedule of Contracts, and (ii) all other rights and property interests consisting of Transferred Assets related to such Substitute Contracts, provided, that the Depositor may not (x) make substitutions for Prepaid Contracts until the Class [__] Notes have been paid in full, (y) make substitution for Prepaid Contracts or Defaulted Contracts in excess of 10% of the Initial Contract Pool Principal Balance and (z) make substitutions for Prepaid Contracts or Defaulted Contracts after [________], 20[ ]. The Depositor shall effect such transfers only upon the satisfaction of each of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied): (i) At at least five days prior to the related Substitution Transfer Date, the Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained herein; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E D hereto (a "“Substitution Transfer Agreement"”), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA [_________] shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) no selection procedures adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (vii) each of the representations and warranties made by CFUSA [_________] pursuant to Article III of the Substitute VFC Series 20[ ]-[__] Purchase Agreement or Non-VFC ACE Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria 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 Substitute VFC Series 20[ ]-[__] Purchase Agreement or Non-VFC ACE Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viii) the Servicer and CFUSA [_________] and the applicable Financing Originator shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute VFC Series 20[ ]-[__] Purchase Agreement or Non-VFC ACE Purchase Agreement, as the case may be. 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.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.04, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "Substitute Contracts", and collectively, "Substitute Transferred Assets") shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Assets have been substituted (such Contracts, "Replaced Contracts", and collectively, "Replaced Assets") shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection (b) below, and pursuant to one or more related Substitution Transfer Agreements, the Depositor shall transfer, assign, set over and otherwise convey to the Trust, without recourse (other than as expressly provided herein), (i) all the right and interest of the Depositor in and to the Substitute Contracts listed on the related Substitution Schedule of Contracts, and (ii) all other rights and property interests consisting of Transferred Assets related to such Substitute Contracts. The Depositor shall effect such transfers only upon the satisfaction of each of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied): (i) At least five days prior to the related Substitution Transfer Date, the Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained herein; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E hereto (a "Substitution Transfer Agreement"), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) no selection procedures adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (vii) each of the representations and warranties made by CFUSA pursuant to Article III of the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria 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 Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viii) the Servicer and CFUSA and the applicable Financing Originator shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be. 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.of

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.04, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "“Substitute Contracts"”, and collectively, "“Substitute Transferred Assets"”) shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Contract Assets have been substituted (such Contracts, "“Replaced Contracts"”, and collectively, "“Replaced Assets"”) shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's ’s right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection (b) below, and pursuant to one or more related Substitution Transfer Agreements, the Depositor shall transfer, assign, set over and otherwise convey to the Trust, without recourse (other than as expressly provided herein), (i) all the right and interest of the Depositor in and to the Substitute Contracts listed on the related Substitution Schedule of Contracts, and (ii) all other rights and property interests consisting of Transferred Assets related to such Substitute Contracts. The Depositor shall effect such transfers only upon the satisfaction of each of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied): (i) At least five days prior to the related Substitution Transfer Date, the Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained herein; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E hereto (a "“Substitution Transfer Agreement"”), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) no selection procedures adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (vii) each of the representations and warranties made by CFUSA pursuant to Article III of the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria 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 Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viii) the Servicer and CFUSA and the applicable Financing Originator shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be. 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.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in Sections 2.01(d) and (e) above and the other terms and conditions of) this Section 2.04, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the procedures and documentation specified below. Upon the effectiveness satisfaction of such substitution, such other Contracts and related Transferred Assets (such Contracts, "Substitute Contracts", and collectively, "Substitute Transferred Assets") shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Assets have been substituted (such Contracts, "Replaced Contracts", and collectively, "Replaced Assets") shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection paragraph (b) below, and pursuant to one or more related Substitution Transfer Agreementsat the option of the Issuer, the Depositor Originator may at its option (but shall not be obligated to) sell, transfer, assign, set over and otherwise convey to the TrustIssuer (by delivery of an executed Subsequent Transfer Agreement substantially in the form attached as Exhibit I hereto), without recourse (other than as expressly provided hereinherein and therein (and the Issuer shall be required to purchase through payment by exchange of one or more related Contracts released by the Indenture Trustee to the Issuer on the Subsequent Transfer Date), (i) all the right right, title and interest of the Depositor Originator in and to (the Substitute Contracts listed on the related Substitution Schedule of Contractsproperty in clauses (i)-(vi) below, and (ii) all other rights and property interests consisting of Transferred Assets related to upon such Substitute Contracts. The Depositor shall effect such transfers only upon the satisfaction of each transfer, becoming part of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied"Contract Assets"): (i) At least five days prior to the Substitute Contracts identified in the related Substitution Transfer DateAddition Notice, and all monies received in payment of such Substitute Contracts on and after the Depositor shall have provided the Owner Trustee on behalf related Subsequent Cutoff Dates, any Prepayment Amounts, any payments in respect of the Trust a Casualty Loss or early termination, and the Indenture Trustee any Recoveries received with a Substitution Notice complying with the definition thereof contained hereinrespect thereto, but excluding any Excluded Amounts; (ii) there shall have occurredthe Equipment related to such Contracts, with respect including the security interest of the Originator in such Equipment and all proceeds from any sale or other disposition of such Equipment (but subject to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Poolexclusion and release herein of Excluded Amounts); (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification ConditionsFiles; (iv) all payments made or to be made in the Depositor shall have delivered future with respect to such Contracts or the Owner Trustee on behalf of Obligor thereunder under any Vendor Assignments with the Trust a duly executed written assignment agreement in substantially the form of Exhibit E hereto Originator and under any guarantee or similar credit enhancement with respect to such Contracts (a "Substitution Transfer Agreement"other than Excluded Amounts), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement all Insurance Proceeds with respect to each such conveyance;Contract; and (vi) no selection procedures adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (vii) each all income from and proceeds of the representations and warranties made by CFUSA pursuant to Article III of the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria 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 Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viii) the Servicer and CFUSA and the applicable Financing Originator shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be. 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 transferforegoing.

Conveyance of Substitute Contracts. (a) Conveyance of Substitute Contracts to the Trust Depositor. Subject to Sections 2.01(d) and (e) above and the limitations satisfaction of the conditions set forth in paragraph (c) below, at the option of the Trust Depositor, the Originator may at its option (but shall not be obligated to) sell, transfer, assign, set over and otherwise convey to the Trust Depositor (by delivery of an executed Subsequent Purchase Agreement substantially in the form attached as Exhibit J hereto), without recourse other than as expressly provided herein and therein (and the other terms and conditions of) this Section 2.04, Trust Depositor shall be required to purchase through payment by exchange of one or more related Contracts released by the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed Trust to the Trust and in Depositor on the Contract PoolSubsequent Transfer Date), by conveying such other Contracts and related assets to all the Trust pursuant to the procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "Substitute Contracts", and collectively, "Substitute Transferred Assets") shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Assets have been substituted (such Contracts, "Replaced Contracts", and collectively, "Replaced Assets") shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's right, title and interest of the Originator in and to (the Replaced property in clauses (i)-(vi) below, upon such transfer, becoming part of the "Contract Assets"): (i) the Substitute Contracts identified in the related Addition Notice, without recourseand all monies received in payment of such Substitute Contracts on and after the related Subsequent Cutoff Dates, representation any Prepayment Amounts, any payments in respect of a casualty or warranty. In additionearly termination, and any Recoveries received with respect thereto, but excluding any Excluded Amounts; (ii) the parties hereto intend Equipment related to such Contracts, including the security interest of the Trust Depositor in such Equipment and agree that all proceeds from (iii) the Contract Files; (iv) all payments made or to be made in the future with respect to such Contracts or the Obligor thereunder under any conveyance described in this Section 2.04 is made Vendor Assignments with the intent Originator and effect described in subsection under any guarantee or similar credit enhancement with respect to such Contracts; (cv) all Insurance Proceeds with respect to each such Contract; and (vi) all income from and proceeds of Section 2.01 abovethe foregoing. (b) Subject to Sections 2.01(d) and (e) above and the conditions set forth in this subsection paragraph (bc) below, and pursuant to one or more related Substitution Transfer Agreements, the Trust Depositor shall sell, transfer, assign, set over and otherwise convey to the Trust, without recourse (other than as expressly provided herein)herein and therein, (i) all the right right, title and interest of the Trust Depositor in and to the Substitute Contracts listed on the related Substitution Schedule of Contractspurchased pursuant to Section 2.04(a) above, and (ii) all other rights and property interests consisting of Transferred Contract Assets related to such Substitute Contracts. Contracts (the property in clauses (i)-(ii) above, upon such transfer, becoming part of the "Trust Assets"). (c) The Originator and Trust Depositor shall effect such transfers transfer to the Trust the Substitute Contracts and the other property and rights related thereto described in paragraphs (a), in the case of the Originator, or (b), in the case of the Trust Depositor, above only upon the satisfaction of each of the following conditions on or prior to the related Substitution Subsequent Transfer Date (and the delivery of a related Substitution Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and of the Originator, that such conditions have been or will be, as of the related Substitution Subsequent Transfer Date, satisfied): (i) At least five days prior to the related Substitution Transfer Date, the Trust Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution timely Addition Notice complying with the definition thereof contained herein, which Notice shall in any event be no later than five days prior to the date of addition; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Contracts Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E hereto (a "Substitution Transfer Agreement"), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) no selection procedures adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (vii) each of the representations and warranties made by CFUSA pursuant to Article III of the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria 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 Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viii) the Servicer and CFUSA and the applicable Financing Originator shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be. 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.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in Sections 2.01(d) and (e) above and the other terms and conditions of) this Section 2.04, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the procedures and documentation specified below. Upon the effectiveness satisfaction of such substitution, such other Contracts and related Transferred Assets (such Contracts, "Substitute Contracts", and collectively, "Substitute Transferred Assets") shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Assets have been substituted (such Contracts, "Replaced Contracts", and collectively, "Replaced Assets") shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection paragraph (b) below, and pursuant to one or more related Substitution Transfer Agreementsat the option of the Issuer, the Depositor Originator may at its option (but shall not be obligated to) sell, transfer, assign, set over and otherwise convey to the TrustIssuer (by delivery of an executed Subsequent Transfer Agreement substantially in the form attached as Exhibit I hereto), without recourse (other than as expressly provided hereinherein and therein (and the Issuer shall be required to purchase through payment by exchange of one or more related Contracts released by the Indenture Trustee to the Issuer on the Subsequent Transfer Date), (i) all the right right, title and interest of the Depositor Originator in and to (the property in clauses (i)-(vi) below, upon such transfer, becoming part of the "Contract Assets"): (i) the Substitute Contracts listed on identified in the related Substitution Schedule of ContractsAddition Notice, and all monies received in payment of such Substitute Contracts on and after the related Subsequent Cutoff Dates, any Prepayment Amounts, any payments in respect of a Casualty Loss or early termination, and any Recoveries received with respect thereto, but excluding any Excluded Amounts; (ii) all other rights and property interests consisting of Transferred Assets the Equipment related to such Contracts, including the security interest of the Originator in such Equipment and all proceeds from any sale or other disposition of such Equipment (but subject to the exclusion and release herein of Excluded Amounts); (iii) the Contract Files; (iv) all payments made or to be made in the future with respect to such Contracts or the Obligor thereunder under any Vendor Assignments with the Originator and under any guarantee or similar credit enhancement with respect to such Contracts (other than Excluded Amounts); (v) all Insurance Proceeds with respect to each such Contract; and (vi) all income from and proceeds of the foregoing. (b) The Originator shall transfer to the Issuer the Substitute Contracts. The Depositor shall effect such transfers Contracts and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Substitution Subsequent Transfer Date (and the delivery of a related Substitution Addition Notice by the Depositor Originator shall be deemed a representation and warranty by the Depositor Originator, that such conditions have been or will be, as of the related Substitution Subsequent Transfer Date, satisfied): (i) At least five days prior to the related Substitution Transfer Date, the Depositor Originator shall have provided the Owner Trustee on behalf of the Trust Issuer and the Indenture Trustee with a Substitution timely Addition Notice complying with the definition thereof contained herein, which notice shall in any event be no later than five days prior to the date of addition; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Contracts Pool; (iii) the Substitute Contract(s) Contracts being conveyed to the Trust, Issuer satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor Originator shall have delivered to the Owner Trustee on behalf of the Trust Issuer a duly executed written assignment agreement in substantially the form of Exhibit E I hereto (a the "Substitution Subsequent Transfer Agreement"), which shall include a Substitution Schedule Subsequent List of Contracts identifying listing the Substitute Contracts and the related Replaced Contracts; (v) CFUSA the Originator shall have delivered deposited or caused to be deposited in the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement Collection Account all Collections received with respect to such conveyancethe Substitute Contracts on or after the related Subsequent Cutoff Date; (vi) as of each Subsequent Transfer Date, neither the Originator nor the Issuer was insolvent nor will either of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (vii) no selection procedures believed by the Originator or the Issuer to be adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (viiviii) each of the representations and warranties made by CFUSA the Originator pursuant to Article III of Sections 3.02, and 3.04 applicable to the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, Contracts shall be true and correct as of the related Substitution Subsequent Transfer Date (including the representation made as provided that, with respect to compliance with the UCC filing criteria set forth in clause (je) of the definition of Eligible Contract)Substitute Contract Qualification Conditions, the representations with respect to geographical diversity shall not apply) and CFUSA the Originator shall have performed in all material respects all obligations to be performed by it under the Substitute VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, hereunder on or prior to such Substitution Subsequent Transfer Date; and; (viiiix) the Servicer and CFUSA and the applicable Financing Originator shall, at their its own expense, on or prior to the Substitution Subsequent Transfer Date, have indicated indicate in their respective computer files its Computer Records that ownership of the Substitute Contracts identified on the Substitution Schedule Subsequent List of Contracts attached in the Subsequent Transfer Agreement has been sold to the related Substitution Transfer Agreement have been assigned Issuer and conveyed pledged to the Trust through the Depositor Indenture Trustee pursuant to this Pooling Agreement and the Indenture; (x) the aggregate Principal Balance of all Substitute VFC Purchase Agreement Contracts that shall be substituted for Prepaid Contracts that relate to a Casualty Loss, Defaulted Contracts, Excess Contracts or Non-VFC Purchase Agreement, as a Contract that is the case may be. The failure to satisfy any subject of a breach of representation or warranty cannot exceed 10% of the foregoing conditions to transfer or to obtain a waiver thereof shall not be deemed to adversely affect the validity of any such transferOriginal Pool Balance.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.04, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "Substitute Contracts", and collectively, "Substitute Transferred Assets") shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Assets have been substituted (such Contracts, "Replaced Contracts", and collectively, "Replaced Assets") shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection (b) below, and pursuant to one or more related Substitution Transfer Agreements, the Depositor shall transfer, assign, set over and otherwise convey to the Trust, without recourse (other than as expressly provided herein), (i) all the right and interest of the Depositor in and to the Substitute Contracts listed on the related Substitution Schedule of Contracts, and (ii) all other rights and property interests consisting of Transferred Assets related to such Substitute Contracts. The Depositor shall effect such transfers only upon the satisfaction of each of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied): (i) At least five days prior to the related Substitution Transfer Date, the Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained herein; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E hereto (a "Substitution Transfer Agreement"), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA NFUSA shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) the Depositor shall have deposited or caused to be deposited in the Collection Account all Pledged Revenue received with respect to the Substitute Contracts after the applicable Substitution Cutoff Date and through and including the date which is two Business Days preceding the related Substitution Transfer Date; (vii) no selection procedures adverse to the interests of either the Trust, Trust or the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (viiviii) each of the representations and warranties made by CFUSA NFUSA pursuant to Article III of the Substitute VFC Purchase and Sale Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria set forth in clause (j) of the definition of Eligible Contract), and CFUSA NFUSA shall have performed in all material respects all obligations to be performed by it under the Substitute VFC Purchase and Sale Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viiiix) the Servicer and CFUSA and the applicable Financing Originator NFUSA shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute VFC Purchase Agreement or Non-VFC Purchase and Sale Agreement, as the case may be. 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.

Conveyance of Substitute Contracts. (a) Subject to the limitations set forth in (and the other terms and conditions of) this Section 2.042.03, the Depositor may substitute other Contracts and related assets for Contracts and related Transferred Assets previously conveyed to the Trust and in the Contract Pool, by conveying such other Contracts and related assets to the Trust pursuant to the all procedures and documentation specified below. Upon the effectiveness of such substitution, such other Contracts and related Transferred Assets (such Contracts, "“Substitute Contracts"”, and collectively, "“Substitute Transferred Assets"”) shall, for all purposes of this Agreement and the Trust Agreement, constitute and be considered as part of the Trust Assets, and the Contracts already in the Contract Pool and related Transferred Assets for which the Substitute Contract Assets have been substituted (such Contracts, "“Replaced Contracts"”, and collectively, "“Replaced Assets"”) shall no longer constitute Trust Assets. Upon consummation of such substitution, the Trust shall be deemed to have assigned to the Depositor all of the Trust's ’s right, title and interest in and to the Replaced Assets, without recourse, representation or warranty. In addition, the parties hereto intend and agree that any conveyance described in this Section 2.04 2.03 is made with the intent and effect described in subsection (c) of Section 2.01 above. (b) Subject to the conditions set forth in this subsection (b) below, and pursuant to one or more related Substitution Transfer Agreements, the Depositor shall transfer, assign, set over and otherwise convey to the Trust, without recourse (other than as expressly provided herein), (i) all the right and interest of the Depositor in and to the Substitute Contracts listed on the related Substitution Schedule of Contracts, and (ii) all other rights and property interests consisting of Transferred Assets related to such Substitute Contracts, provided, that the Depositor may not make substitutions for Prepaid Contracts until the Class A-1 Notes have been paid in full. The Depositor shall effect such transfers only upon the satisfaction of each of the following conditions on or prior to the related Substitution Transfer Date (and the delivery of a related Substitution Notice by the Depositor shall be deemed a representation and warranty by the Depositor that such conditions have been or will be, as of the related Substitution Transfer Date, satisfied): (i) At at least five days prior to the related Substitution Transfer Date, the Depositor shall have provided the Owner Trustee on behalf of the Trust and the Indenture Trustee with a Substitution Notice complying with the definition thereof contained herein; (ii) there shall have occurred, with respect to each such Substitute Contract, a corresponding Substitution Event with respect to one or more intended Replaced Contracts then constituting Contracts in the Contract Pool; (iii) the Substitute Contract(s) being conveyed to the Trust, satisfy the Substitute Contract Qualification Conditions; (iv) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust a duly executed written assignment agreement in substantially the form of Exhibit E D hereto (a "“Substitution Transfer Agreement"”), which shall include a Substitution Schedule of Contracts identifying the Substitute Contracts and the related Replaced Contracts; (v) CFUSA shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Substitution Assignment Agreement with respect to such conveyance; (vi) no selection procedures adverse to the interests of either the Trust, the Noteholders or the Equity Certificateholder shall have been utilized in selecting the Substitute Contracts; (vii) each of the representations and warranties made by CFUSA pursuant to Article III of the Substitute Series 2005-EF1 VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, shall be true and correct as of the related Substitution Transfer Date (including the representation made as to compliance with the UCC filing criteria 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 Substitute Series 2005-EF1 VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be, on or prior to such Substitution Transfer Date; and (viii) the Servicer and CFUSA and the applicable Financing Originator shall, at their own expense, on or prior to the Substitution Transfer Date, have indicated in their respective computer files that the Substitute Contracts identified on the Substitution Schedule of Contracts attached to the related Substitution Transfer Agreement have been assigned and conveyed to the Trust through the Depositor pursuant to this Pooling Agreement and the Substitute Series 2005-EF1 VFC Purchase Agreement or Non-VFC Purchase Agreement, as the case may be. 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.