Common use of Conveyance of Contracts and Other Rights Clause in Contracts

Conveyance of Contracts and Other Rights. (a) The Company, concurrently with the execution and delivery hereof, does hereby transfer, sell, assign, set over and otherwise convey to the Trustee or, in the case of any Contracts from Alaska, California, Delaware, District of Columbia, Florida, Georgia, Maine, Maryland, Minnesota, Missouri, Montana, Nevada, Texas, Utah or Washington, a separate trustee, without recourse (i) all of the right, title and interest of the Company in and to the Contracts (including, without limitation, the security interests created thereby) and any related Mortgages, including all interest and principal payments that have not been received prior to the Cut-off Date (including any such payments that were due prior to the Cut-off Date but were not received by the Company prior to the Cut-off Date), (ii) all of the rights under any Hazard Insurance Policy relating to a Manufactured Home securing a Contract for the benefit of the creditor of such Contract, (iii) all documents contained in the Contract Files, the Land-and-Home Contract Files and the Mortgage Loan Files, if any, (iv) the Certificate Accounts and all funds and other assets deposited therein and all instruments, securities (including without limitation, Eligible Investments) or other property in which the Certificate Accounts may be invested in whole or in part from time to time and (v) all proceeds derived from any of the foregoing. As of the related Transfer Date, the ownership of each Contract and the contents of the related Contract File, Land-and-Home Contract File or Mortgage Loan File, as applicable, and Servicing File are vested in the Trustee or separate trustee, as the case may be. The contents of each File and Servicing File are and shall be held in trust by the Servicer for the benefit of the Trustee or the separate trustee as the owner thereof and the Servicer's possession of the contents of each Servicing File so retained is for the sole purpose of servicing the related Contract, and such retention and possession by the Servicer is in a custodial capacity only. The contents of the Land-and-Home Contract Files and the Mortgage Loan Files, if any, shall be delivered to the Trustee, or a custodian on behalf of the Trustee, in accordance with Section 2.04 hereof. Neither the Company nor the Servicer shall take any action inconsistent with the Trustee's or such separate trustee's, as the case may be, ownership of the Contracts, and the Company and the Servicer shall promptly indicate to all inquiring parties that the Contracts have been sold, transferred, assigned, set over and conveyed to the Trustee or such separate trustee, as the case may be, and shall not claim any ownership interest in the Contracts.

Conveyance of Contracts and Other Rights. (a) The CompanyVanderbilt, concurrently with the execution and delivery hereof, does hereby transfer, sell, assign, set over and otherwise convey to the Trustee orTrustee, as trustee, or in the case of any Contracts from Alaska, California, Delaware, District of Columbia, Florida, Georgia, Maine, Maryland, Minnesota, Missouri, Montana, Nevada, Texas, Utah or Washington, a separate trustee, without recourse (i) all of the right, title and interest of the Company Vanderbilt in and to the Contracts (including, without limitation, the security interests created thereby) and any related Mortgages, including all interest and principal payments that have not been received prior to the Cut-off Date (including any such payments that were due prior to the Cut-off Date but were not received by the Company Vanderbilt prior to the Cut-off Date), (ii) all of the rights under any Hazard Insurance Policy relating to a Manufactured Home securing a Contract for the benefit of the creditor of such Contract, (iii) all documents contained in the Contract Files, the Land-and-Home Contract Files and the Mortgage Loan Files, if any, (iv) the Certificate Accounts Account and all funds and other assets deposited therein and all instruments, securities (including without limitation, Eligible Investments) or other property in which the Certificate Accounts Account may be invested in whole or in part from time to time and (v) all proceeds derived from any of the foregoing. As of the related Transfer Date, the ownership of each Contract and the contents of the related Contract File, Land-and-Home Contract File or Mortgage Loan File, as applicable, and Servicing File are vested in the Trustee Trustee, as trustee, or separate trustee, as the case may be. The contents of each File and Servicing File are and shall be held in trust by the Servicer for the benefit of the Trustee or such separate trustee, as the separate trustee case may be, as the owner thereof and the Servicer's possession of the contents of each Servicing File so retained is for the sole purpose of servicing the related Contract, and such retention and possession by the Servicer is in a custodial capacity only. The contents of the Land-and-Home Contract Files and the Mortgage Loan Files, if any, shall be delivered to the Trustee, or a custodian on behalf of the Trustee, in accordance with Section 2.04 hereof. Neither the Company Vanderbilt nor the Servicer shall take any action inconsistent with the Trustee's or such separate trustee's, as the case may be, ownership of the Contracts, and the Company Vanderbilt and the Servicer shall promptly indicate to all inquiring parties that the Contracts have been sold, transferred, assigned, set over and conveyed to the Trustee or such separate trustee, as the case may be, and shall not claim any ownership interest in the Contracts.

Conveyance of Contracts and Other Rights. (a) The CompanyVanderbilt, concurrently with the execution and delivery hereof, does hereby transfer, sell, assign, set over and otherwise convey to the Trustee or, or in the case of any Contracts from Alaska, California, Delaware, District of Columbia, Florida, Georgia, Maine, Maryland, Minnesota, Missouri, Montana, Nevada, Texas, Utah or Washington, a separate trustee, without recourse (i) all of the right, title and interest of the Company Vanderbilt in and to the Contracts (including, without limitation, the security interests created thereby) and any related Mortgages, including all interest and principal payments that have not been received prior to the Cut-off Date (including any such payments that were due prior to the Cut-off Date but were not received by the Company Vanderbilt prior to the Cut-off Date), (ii) all of the rights under any Hazard Insurance Policy relating to a Manufactured Home securing a Contract for the benefit of the creditor of such Contract, (iii) all documents contained in the Contract Files, the Land-and-Home Contract Files and the Mortgage Loan Files, if any, (iv) the Certificate Accounts Account and all funds and other assets deposited therein and all instruments, securities (including without limitation, Eligible Investments) or other property in which the Certificate Accounts Account may be invested in whole or in part from time to time and (v) all proceeds derived from any of the foregoing. As of the related Transfer Date, the ownership of each Contract and the contents of the related Contract File, Land-and-Home Contract File or Mortgage Loan File, as applicable, and Servicing File are vested in the Trustee or separate trustee, as the case may be. The contents of each File and Servicing File are and shall be held in trust by the Servicer for the benefit of the Trustee or such separate trustee, as the separate trustee case may be, as the owner thereof and the Servicer's possession of the contents of each Servicing File so retained is for the sole purpose of servicing the related Contract, and such retention and possession by the Servicer is in a custodial capacity only. The contents of the Land-and-Home Contract Files and the Mortgage Loan Files, if any, shall be delivered to the Trustee, or a custodian on behalf of the Trustee, in accordance with Section 2.04 hereof. Neither the Company Vanderbilt nor the Servicer shall take any action inconsistent with the Trustee's or such separate trustee's, as the case may be, ownership of the Contracts, and the Company Vanderbilt and the Servicer shall promptly indicate to all inquiring parties that the Contracts have been sold, transferred, assigned, set over and conveyed to the Trustee or such separate trustee, as the case may be, and shall not claim any ownership interest in the Contracts.

Conveyance of Contracts and Other Rights. (a) The Company, concurrently with the execution and delivery hereof, does hereby transfer, sell, assign, set over and otherwise convey to the Trustee or, or in the case of any Contracts from Alaska, California, Delaware, District of Columbia, Florida, Georgia, Maine, Maryland, Minnesota, Missouri, Montana, Nevada, Texas, Utah or Washington, a separate trustee, without recourse (i) all of the right, title and interest of the Company in and to the Contracts (including, without limitation, the security interests created thereby) and any related Mortgages, including all interest and principal payments that have not been received prior to the Cut-off Date (including any such payments that were due prior to the Cut-off Date but were not received by the Company prior to the Cut-off Date), (ii) all of the rights under any Hazard Insurance Policy relating to a Manufactured Home securing a Contract for the benefit of the creditor of such Contract, (iii) all documents contained in the Contract Files, the Land-and-Home Contract Files and the Mortgage Loan Files, if any, (iv) the Certificate Accounts Account and all funds and other assets deposited therein and all instruments, securities (including without limitation, Eligible Investments) or other property in which the Certificate Accounts Account may be invested in whole or in part from time to time and (v) all proceeds derived from any of the foregoing. As of the related Transfer Date, the ownership of each Contract and the contents of the related Contract File, Land-and-Home Contract File or Mortgage Loan File, as applicable, and Servicing File are vested in the Trustee or separate trustee, as the case may be. The contents of each File and Servicing File are and shall be held in trust by the Servicer for the benefit of the Trustee or such separate trustee, as the separate trustee case may be, as the owner thereof and the Servicer's possession of the contents of each Servicing File so retained is for the sole purpose of servicing the related Contract, and such retention and possession by the Servicer is in a custodial capacity only. The contents of the Land-and-Home Contract Files and the Mortgage Loan Files, if any, shall be delivered to the Trustee, or a custodian on behalf of the Trustee, in accordance with Section 2.04 hereof. Neither the Company nor the Servicer shall take any action inconsistent with the Trustee's or such separate trustee's, as the case may be, ownership of the Contracts, and the Company and the Servicer shall promptly indicate to all inquiring parties that the Contracts have been sold, transferred, assigned, set over and conveyed to the Trustee or such separate trustee, as the case may be, and shall not claim any ownership interest in the Contracts.

Conveyance of Contracts and Other Rights. (a) The Company, concurrently with the execution and delivery hereof, does hereby transfer, sell, assign, set over and otherwise convey to the Trustee or, in the case of any Contracts from Alaska, California, Delaware, District of Columbia, Florida, Georgia, Maine, Maryland, Minnesota, Missouri, Montana, Nevada, Texas, Utah or Washington, a separate trustee, without recourse (i) all of the right, title and interest of the Company in and to the Contracts (including, without limitation, the security interests created thereby) and any related Mortgages, including all interest and principal payments that have not been received prior to the Cut-off Date (including any such payments that were due prior to the Cut-off Date but were not received by the Company prior to the Cut-off Date), (ii) all of the rights under any Hazard Insurance Policy relating to a Manufactured Home securing a Contract for the benefit of the creditor of such Contract, (iii) all documents contained in the Contract Files, the Land-and-Home Contract Files and the Mortgage Loan Files, if any, (iv) the Certificate Accounts and all funds and other assets deposited therein and all instruments, securities (including without limitation, Eligible Investments) or other property in which the Certificate Accounts may be invested in whole or in part from time to time and (v) all proceeds derived from any of the foregoing. As of the related Transfer Date, the ownership of each Contract and the contents of the related Contract File, Land-and-Home Contract File or Mortgage Loan File, as applicable, and Servicing File are vested in the Trustee or separate trustee, as the case may be. The contents of each File and Servicing File are and shall be held in trust by the Servicer for the benefit of the Trustee or the separate trustee as the owner thereof and the Servicer's possession of the contents of each Servicing File so retained is for the sole purpose of servicing the related Contract, and such retention and possession by the Servicer is in a custodial capacity only. The contents of the Land-and-Home Contract Files and the Mortgage Loan Files, if any, Files shall be delivered to the Trustee, or a custodian on behalf of the Trustee, in accordance with Section 2.04 hereof. Neither the Company nor the Servicer shall take any action inconsistent with the Trustee's or such separate trustee's, as the case may be, ownership of the Contracts, and the Company and the Servicer shall promptly indicate to all inquiring parties that the Contracts have been sold, transferred, assigned, set over and conveyed to the Trustee or such separate trustee, as the case may be, and shall not claim any ownership interest in the Contracts.

Conveyance of Contracts and Other Rights. (a) The CompanyVanderbilt, concurrently with the execution and delivery hereof, does hereby transfer, sell, assign, set over and otherwise convey to the Trustee orTrustee, as trustee, or in the case of any Initial Contracts from Alaska, California, Delaware, District of Columbia, Florida, Georgia, Maine, Maryland, Minnesota, Missouri, Montana, Nevada, Texas, Utah or Washington, a separate trustee, without recourse (i) all of the right, title and interest of the Company Vanderbilt in and to the Initial Contracts (including, without limitation, the security interests created thereby) and any related Mortgages, including all interest and principal payments that have not been received prior to the Cut-off Date (including any such payments that were due prior to the Cut-off Date but were not received by the Company Vanderbilt prior to the Cut-off Date), (ii) all of the rights under any Hazard Insurance Policy relating to a Manufactured Home securing a an Initial Contract for the benefit of the creditor of such Contract, (iii) all documents contained in the Contract Files, the Land-and-Home Contract Files and the Mortgage Loan Files, if any, (iv) the Certificate Accounts Account, the Pre-Funding Account and all funds and other assets deposited therein and all instruments, securities (including without limitation, Eligible Investments) or other property in which the Certificate Accounts Account or, the Pre-Funding Account may be invested in whole or in part from time to time and (v) all proceeds derived from any of the foregoing. As of the related Transfer Date, the ownership of each Contract and the contents of the related Contract File, Land-and-Home Contract File or Mortgage Loan File, as applicable, and Servicing File are vested in the Trustee Trustee, as trustee, or separate trustee, as the case may be. The contents of each File and Servicing File are and shall be held in trust by the Servicer for the benefit of the Trustee or such separate trustee, as the separate trustee case may be, as the owner thereof and the Servicer's possession of the contents of each Servicing File so retained is for the sole purpose of servicing the related Contract, and such retention and possession by the Servicer is in a custodial capacity only. The contents of the Land-and-Home Contract Files and the Mortgage Loan Files, if any, shall be delivered to the Trustee, or a custodian on behalf of the Trustee, in accordance with Section 2.04 hereof. Neither the Company Vanderbilt nor the Servicer shall take any action inconsistent with the Trustee's or such separate trustee's, as the case may be, ownership of the Contracts, and the Company Vanderbilt and the Servicer shall promptly indicate to all inquiring parties that the Contracts have been sold, transferred, assigned, set over and conveyed to the Trustee or such separate trustee, as the case may be, and shall not claim any ownership interest in the Contracts.

Conveyance of Contracts and Other Rights. (a) The CompanyVanderbilt, concurrently with the execution and delivery hereof, does hereby transfer, sell, assign, set over and otherwise convey to the Trustee orTrustee, as trustee, or in the case of any Contracts from Alaska, California, Delaware, District of Columbia, Florida, Georgia, Maine, Maryland, Minnesota, Missouri, Montana, Nevada, Texas, Utah or Washington, a separate trustee, without recourse (i) all of the right, title and interest of the Company Vanderbilt in and to the Contracts (including, without limitation, the security interests created thereby) and any related Mortgages, including all interest and principal payments that have not been received prior to the Cut-off Date (including any such payments that were due prior to the Cut-off Date but were not received by the Company Vanderbilt prior to the Cut-off Date), (ii) all of the rights under any Hazard Insurance Policy relating to a Manufactured Home securing a Contract for the benefit of the creditor of such Contract, (iii) all documents contained in the Contract Files, the Land-and-Home Contract Files and the Mortgage Loan Files, if any, (iv) the Certificate Accounts Account and all funds and other assets deposited therein and all instruments, securities (including without limitation, Eligible Investments) or other property in which the Certificate Accounts Account may be invested in whole or in part from time to time time, (v) all other assets now or hereafter included in the Trust Fund and (vvi) all proceeds derived from any of the foregoing. As of the related Transfer Date, the ownership of each Contract and the contents of the related Contract File, Land-and-Home Contract File or Mortgage Loan File, as applicable, and Servicing File are vested in the Trustee Trustee, as trustee, or separate trustee, as the case may be. The contents of each File and Servicing File are and shall be held in trust by the Servicer for the benefit of the Trustee or such separate trustee, as the separate trustee case may be, as the owner thereof and the Servicer's possession of the contents of each Servicing File so retained is for the sole purpose of servicing the related Contract, and such retention and possession by the Servicer is in a custodial capacity only. The contents of the Land-and-Home Contract Files and the Mortgage Loan Files, if any, shall be delivered to the Trustee, or a custodian on behalf of the Trustee, in accordance with Section 2.04 hereof. Neither the Company Vanderbilt nor the Servicer shall take any action inconsistent with the Trustee's or such separate trustee's, as the case may be, ownership of the Contracts, and the Company Vanderbilt and the Servicer shall promptly indicate to all inquiring parties that the Contracts have been sold, transferred, assigned, set over and conveyed to the Trustee or such separate trustee, as the case may be, and shall not claim any ownership interest in the Contracts.

Conveyance of Contracts and Other Rights. (a) The Company, concurrently with the execution and delivery hereof, does hereby transfer, sell, assign, set over and otherwise convey to the Trustee or, in the case of any Contracts from Alaska, California, Delaware, District of Columbia, Florida, Georgia, Maine, Maryland, Minnesota, Missouri, Montana, Nevada, Texas, Utah or Washington, a separate trusteeTrustee, without recourse (i) all of the right, title and interest of the Company in and to the Contracts (including, without limitation, the security interests created thereby) and any related Mortgages, including all interest and principal payments that have not been received prior to the Cut-off Date (including any such payments that were due prior to the Cut-off Date but were not received by the Company prior to the Cut-off Date), (ii) all of the rights under any Hazard Insurance Policy relating to a Manufactured Home securing a Contract for the benefit of the creditor of such Contract, (iii) all documents contained in the Contract Files, the Land-and-Home Contract Files and the Mortgage Loan Files, if any, (iv) the Certificate Accounts and all funds and other assets deposited therein and all instruments, securities (including without limitation, Eligible Investments) or other property in which the Certificate Accounts may be invested in whole or in part from time to time and (v) all proceeds derived from any of the foregoing. As of the related Transfer Date, the ownership of each Contract and the contents of the related Contract File, Land-and-Home Contract File or Mortgage Loan File, as applicable, and Servicing File are vested in the Trustee or separate trustee, as the case may beTrustee. The contents of each File and Servicing File are and shall be held in trust by the Servicer for the benefit of the Trustee or the separate trustee as the owner thereof and the Servicer's possession of the contents of each Servicing File so retained is for the sole purpose of servicing the related Contract, and such retention and possession by the Servicer is in a custodial capacity only. The contents of the Land-and-Home Contract Files and the Mortgage Loan Files, if any, shall be delivered to the Trustee, or a custodian on behalf of the Trustee, in accordance with Section 2.04 hereof. Neither the Company nor the Servicer shall take any action inconsistent with the Trustee's or such separate trustee's, as the case may be, ownership of the Contracts, and the Company and the Servicer shall promptly indicate to all inquiring parties that the Contracts have been sold, transferred, assigned, set over and conveyed to the Trustee or such separate trustee, as the case may be, and shall not claim any ownership interest in the Contracts.

Conveyance of Contracts and Other Rights. (a) The ---------------------------------------- Company, concurrently with the execution and delivery hereof, does hereby transfer, sell, assign, set over and otherwise convey to the Trustee or, in the case of any Contracts from Alaska, California, Delaware, District of Columbia, Florida, Georgia, Maine, Maryland, Minnesota, Missouri, Montana, Nevada, Texas, Utah or Washington, a separate trustee, without recourse (i) all of the right, title and interest of the Company in and to the Contracts (including, without limitation, the security interests created thereby) and any related Mortgages, including all interest and principal payments that have not been received prior to the Cut-off Date (including any such payments that were due prior to the Cut-off Date but were not received by the Company prior to the Cut-off Date), (ii) all of the rights under any Hazard Insurance Policy relating to a Manufactured Home securing a Contract for the benefit of the creditor of such Contract, (iii) all documents contained in the Contract Files, the Land-and-Home Contract Files and the Mortgage Loan Files, if any, (iv) the Certificate Accounts and all funds and other assets deposited therein and all instruments, securities (including without limitation, Eligible Investments) or other property in which the Certificate Accounts may be invested in whole or in part from time to time and (v) all proceeds derived from any of the foregoing. As of the related Transfer Date, the ownership of each Contract and the contents of the related Contract File, Land-and-Home Contract File or Mortgage Loan File, as applicable, and Servicing File are vested in the Trustee or separate trustee, as the case may be. The contents of each Contract File and Servicing File are and shall be held in trust by the Servicer for the benefit of the Trustee or the separate trustee as the owner thereof and the Servicer's possession of the contents of each Servicing File so retained is for the sole purpose of servicing the related Contract, and such retention and possession by the Servicer is in a custodial capacity only. The contents of the Land-and-Home Contract Files and the Mortgage Loan Files, if any, Files shall be delivered to the Trustee, or a custodian on behalf of the Trustee, in accordance with Section 2.04 hereof. Neither the Company nor the Servicer shall take any action inconsistent with the Trustee's or such separate trustee's, as the case may be, ownership of the Contracts, and the Company and the Servicer shall promptly indicate to all inquiring parties that the Contracts have been sold, transferred, assigned, set over and conveyed to the Trustee or such separate trustee, as the case may be, and shall not claim any ownership interest in the Contracts.

Conveyance of Contracts and Other Rights. (a) The ---------------------------------------- Company, concurrently with the execution and delivery hereof, does hereby transfer, sell, assign, set over and otherwise convey to the Trustee or, in the case of any Contracts from Alaska, California, Delaware, District of Columbia, Florida, Georgia, Maine, Maryland, Minnesota, Missouri, Montana, Nevada, Texas, Utah or Washington, a separate trustee, without recourse (i) all of the right, title and interest of the Company in and to the Contracts (including, without limitation, the security interests created thereby) and any related Mortgages, including all interest and principal payments that have not been received prior to the Cut-off Date (including any such payments that were due prior to the Cut-off Date but were not received by the Company prior to the Cut-off Date), (ii) all of the rights under any Hazard Insurance Policy relating to a Manufactured Home securing a Contract for the benefit of the creditor of such Contract, (iii) all documents contained in the Contract Files, the Land-and-Home Contract Files and the Mortgage Loan Files, if any, (iv) the Certificate Accounts and all funds and other assets deposited therein and all instruments, securities (including without limitation, Eligible Investments) or other property in which the Certificate Accounts may be invested in whole or in part from time to time and (v) all proceeds derived from any of the foregoing. As of the related Transfer Date, the ownership of each Contract and the contents of the related Contract File, Land-and-Home Contract File or Mortgage Loan File, as applicable, and Servicing File are vested in the Trustee or separate trustee, as the case may be. The contents of each File and Servicing File are and shall be held in trust by the Servicer for the benefit of the Trustee or the separate trustee as the owner thereof and the Servicer's possession of the contents of each Servicing File so retained is for the sole purpose of servicing the related Contract, and such retention and possession by the Servicer is in a custodial capacity only. The contents of the Land-and-Home Contract Files and the Mortgage Loan Files, if any, Files shall be delivered to the Trustee, or a custodian on behalf of the Trustee, in accordance with Section 2.04 hereof. Neither the Company nor the Servicer shall take any action inconsistent with the Trustee's or such separate trustee's, as the case may be, ownership of the Contracts, and the Company and the Servicer shall promptly indicate to all inquiring parties that the Contracts have been sold, transferred, assigned, set over and conveyed to the Trustee or such separate trustee, as the case may be, and shall not claim any ownership interest in the Contracts.

Conveyance of Contracts and Other Rights. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby transfer, sell, assign, set over and otherwise convey to the Trustee or, in the case of any Contracts from Alaska, California, Delaware, District of Columbia, Florida, Georgia, Maine, Maryland, Minnesota, Missouri, Montana, Nevada, Texas, Utah or Washington, a separate trustee, without recourse (i) all of the its right, title and interest of the Company in in, to and to under the Contracts (including, without limitation, the security interests created thereby) and any related Mortgages, including all interest and principal payments that have not been received prior with respect to the Cut-off Date (including any such payments that were due prior to the Cut-off Date but were not received by the Company prior to Contracts on and after the Cut-off Date), (ii) all of the rights under any Hazard Insurance Policy relating to a Manufactured Home securing a Contract for the benefit of the creditor of such Contract, (iii) all documents contained in the Contract Files, the Land-and-Home Contract Files and the Mortgage Loan Files, if any, (iv) the Certificate Accounts all other of its rights relating to and all funds and payments made with respect to other assets deposited therein and all instrumentscomprising the Trust Fund, securities (including without limitationthe Reserve Fund, Eligible Investments) or other property in which the Certificate Class A-1 Final Distribution Account, the Liquidity Accounts may be invested in whole or in part from time to time and (v) all proceeds derived from any of the foregoing. As of the related Transfer Date, the The ownership of each Contract and the contents of the related Contract File, Land-and-Home Contract File or Mortgage Loan File, as applicable, and Servicing File are vested in the Trustee or separate trustee, as the case may beTrustee. The contents of each Contract File and Servicing File are and shall be held in trust by the Servicer for the benefit of the Trustee or the separate trustee as the owner thereof and the Servicer's possession of the contents of each Servicing File so retained is for the sole purpose of servicing the related Contract, and such retention and possession by the Servicer is in a custodial capacity only. The contents of the Land-and-Home Contract Files and the Mortgage Loan Files, if any, shall be delivered to the Trustee, or a custodian on behalf of the Trustee, in accordance with Section 2.04 hereof. Neither the Company Depositor nor the Servicer shall take any action inconsistent with the Trustee's or such separate trustee's, as the case may be, ownership of the Contracts, and the Company and the Servicer shall promptly indicate to all inquiring parties that the Contracts have been sold, transferred, assigned, set over and conveyed to the Trustee or such separate trustee, as the case may be, and shall not claim any ownership interest in the Contracts.; provided, however, that the Servicer shall retain the customer list and have the right to solicit obligors for products it customarily makes available to obligors in general. It is the intention of the parties hereto that the conveyance of the Depositor's right, title and interest in and to the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan. If the conveyance of the Contracts from the Seller to the Depositor to the Trustee is characterized as a pledge and not a sale, then the Depositor shall be deemed to have transferred to the Trustee, in addition to the Trust Fund, all of the Depositor's right, title and interest in, to and under the obligation or obligation deemed to be secured by said pledge; and it is the intention of this Agreement that the Seller and the Depositor shall also be deemed to have granted to the Trustee a first priority security interest in all of the Seller's and the Depositor's right, title and interest in, to and under the obligation or obligation deemed to be secured by said pledge and that the Trustee shall be deemed to be an independent custodian for purposes of perfection of such security interest. If the conveyance of the Contracts from the Depositor to the Trustee is characterized as a pledge, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that each of the Seller and the Depositor shall be deemed to have granted to the Trustee a first priority security interest in all of its right, title and interest in, to and under the Contracts, all payments of interest and principal due on or in respect of the Contracts on and after the Cut-off Date, all other rights relating to and payments made in respect of the Trust Fund, and all proceeds thereof. If the trust created by

Conveyance of Contracts and Other Rights. (a) The Company, concurrently with the execution and delivery hereof, does hereby transfer, sell, assign, set over and otherwise convey to the Trustee or, or in the case of any Initial Contracts from Alaska, California, Delaware, District of Columbia, Florida, Georgia, Maine, Maryland, Minnesota, Missouri, Montana, Nevada, Texas, Utah or Washington, a separate trustee, without recourse (i) all of the right, title and interest of the Company in and to the Initial Contracts (including, without limitation, the security interests created thereby) and any related Mortgages, including all interest and principal payments that have not been received prior to the Cut-off Date (including any such payments that were due prior to the Cut-off Date but were not received by the Company prior to the Cut-off Date), (ii) all of the rights under any Hazard Insurance Policy relating to a Manufactured Home securing a an Initial Contract for the benefit of the creditor of such Initial Contract, (iii) all documents contained in the related Contract Files, the Land-and-Home Contract Files and the Mortgage Loan Files, if any, (iv) the Certificate Accounts Account, the Pre-Funding Account and all funds and other assets deposited therein and all instruments, securities (including without limitation, Eligible Investments) or other property in which the Certificate Accounts Account or the Pre-Funding Account may be invested in whole or in part from time to time and (v) all proceeds derived from any of the foregoing. As of the related Transfer Date, the ownership of each Contract and the contents of the related Contract File, Land-and-Home Contract File or Mortgage Loan File, as applicable, and Servicing File are vested in the Trustee or separate trustee, as the case may be. The contents of each File and Servicing File are and shall be held in trust by the Servicer for the benefit of the Trustee or such separate trustee, as the separate trustee case may be, as the owner thereof and the Servicer's possession of the contents of each Servicing File so retained is for the sole purpose of servicing the related Contract, and such retention and possession by the Servicer is in a custodial capacity only. The contents of the Land-and-Home Contract Files and the Mortgage Loan Files, if any, shall be delivered to the Trustee, or a custodian on behalf of the Trustee, in accordance with Section 2.04 hereof. Neither the Company nor the Servicer shall take any action inconsistent with the Trustee's or such separate trustee's, as the case may be, ownership of the Contracts, and the Company and the Servicer shall promptly indicate to all inquiring parties that the Contracts have been sold, transferred, assigned, set over and conveyed to the Trustee or such separate trustee, as the case may be, and shall not claim any ownership interest in the Contracts.