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. (b) Although the parties intend that the conveyance of the Company's right, title and interest in and to the items of property listed in Section 2.01(a) pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such conveyance is deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Company shall be deemed to have granted to the Trustee, and the Company does hereby grant to the Trustee, a perfected first priority security interest in all of the right, title and interest in, to and under the items of property listed in Section 2.01(a), and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person. The Company acknowledges and agrees that the conveyance of the Contracts for the consideration stated in this Agreement is a transfer for sufficient value and consideration and that the transfer is not an avoidable conveyance under any applicable state or federal fraudulent conveyance laws.

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. (b) Although the parties intend that the conveyance of the Company's right, title and interest in and to the items of property listed in Section 2.01(a) pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such conveyance is deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Company shall be deemed to have granted to the Trustee, and the Company does hereby grant to the Trustee, a perfected first priority security interest in all of the right, title and interest in, to and under the items of property listed in Section 2.01(a), and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person. The Company acknowledges and agrees that the conveyance of the Contracts for the consideration stated in this Agreement is a transfer for sufficient value and consideration and that the transfer is not an avoidable conveyance under any applicable state or federal fraudulent conveyance laws.

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. (b) Although the parties intend that the conveyance of the CompanyVanderbilt's right, title and interest in and to the items of property listed in Section 2.01(a) pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such conveyance is deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Company Vanderbilt shall be deemed to have granted to the TrusteeTrustee (including any separate trustee or co-trustee appointed pursuant to the terms of this Agreement), and the Company Vanderbilt does hereby grant to the Trustee, a perfected first priority security interest in all of the right, title and interest in, to and under the items of property listed in Section 2.01(a), and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior Trustee (including any separate trustee or co-trustee appointed pursuant to the satisfaction terms of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person. The Company acknowledges and agrees that the conveyance of the Contracts for the consideration stated in this Agreement is a transfer for sufficient value and consideration and that the transfer is not an avoidable conveyance under any applicable state or federal fraudulent conveyance laws.Agreement),

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. (b) Although ; 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 intend hereto that the conveyance of the CompanyDepositor's right, title and interest in and to the items of property listed in Section 2.01(a) Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such . If the conveyance is deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant Contracts from the Seller to the terms of this Agreement. The parties also intend Depositor to the Trustee is characterized as a pledge and agree that not a sale, then the Company Depositor shall be deemed to have granted transferred to the Trustee, and the Company does hereby grant in addition to the TrusteeTrust Fund, a perfected first priority security interest in all of the Depositor's right, title and interest in, to and under the items obligation or obligation deemed to be secured by said pledge; and it is the intention of property listed this Agreement that the Seller and the Depositor shall also be deemed to have granted to the Trustee a first priority security interest in Section 2.01(a)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 this Agreement terminates prior to the satisfaction of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person. The Company acknowledges and agrees that the conveyance of the Contracts for the consideration stated in this Agreement is a transfer for sufficient value and consideration and that the transfer is not an avoidable conveyance under any applicable state or federal fraudulent conveyance laws.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, 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. (b) Although the parties intend that the conveyance of the Company's right, title and interest in and to the items of property listed in Section 2.01(a) pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such conveyance is deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Company shall be deemed to have granted to the Trustee, and the Company does hereby grant to the Trustee, a perfected first priority security interest in all of the right, title and interest in, to and under the items of property listed in Section 2.01(a), and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person. The Company acknowledges and agrees that the conveyance of the Contracts for the consideration stated in this Agreement is a transfer for sufficient value and consideration and that the transfer is not an avoidable conveyance under any applicable state or federal fraudulent conveyance laws.

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. (b) Although the parties intend that the conveyance of the Company's right, title and interest in and to the items of property listed in Section 2.01(a) pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such conveyance is deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Company shall be deemed to have granted to the Trustee, and the Company does hereby grant to the Trustee, a perfected first priority security interest in all of the right, title and interest in, to and under the items of property listed in Section 2.01(a), and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person. The Company acknowledges and agrees that the conveyance of the Contracts for the consideration stated in this Agreement is a transfer for sufficient value and consideration and that the transfer is not an avoidable conveyance under any applicable state or federal fraudulent conveyance laws.

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. (b) Although the parties intend that the conveyance of the CompanyVanderbilt's right, title and interest in and to the items of property listed in Section 2.01(a) pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such conveyance is deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Company Vanderbilt shall be deemed to have granted to the TrusteeTrustee (including any separate trustee or co-trustee appointed pursuant to the terms of this Agreement), and the Company Vanderbilt does hereby grant to the TrusteeTrustee (including any separate trustee or co-trustee appointed pursuant to the terms of this Agreement), a perfected first priority security interest in all of the right, title and interest in, to and under the items of property listed in Section 2.01(a), including all Contracts, and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person. The Company Vanderbilt acknowledges and agrees that the conveyance of the Contracts for the consideration stated in this Agreement is a transfer for sufficient value and consideration and that the transfer is not an avoidable conveyance under any applicable state or federal fraudulent conveyance laws.

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. (b) Although the parties intend that the conveyance of the CompanyVanderbilt's right, title and interest in and to the items of property listed in Section 2.01(a) pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such conveyance is deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Company Vanderbilt shall be deemed to have granted to the TrusteeTrustee (including any separate trustee or co-trustee appointed pursuant to the terms of this Agreement), and the Company Vanderbilt does hereby grant to the TrusteeTrustee (including any separate trustee or co-trustee appointed pursuant to the terms of this Agreement), a perfected first priority security interest in all of the right, title and interest in, to and under the items of property listed in Section 2.01(a), including all Contracts, and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person. The Company Vanderbilt acknowledges and agrees that the conveyance of the Contracts for the consideration stated in this Agreement is a transfer for sufficient value and consideration and that the transfer is not an avoidable conveyance under any applicable state or federal fraudulent conveyance laws.

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. (b) Although the parties intend that the conveyance of the CompanyVanderbilt's right, title and interest in and to the items of property listed in Section 2.01(a) pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such conveyance is deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Company Vanderbilt shall be deemed to have granted to the TrusteeTrustee (including any separate trustee or co-trustee appointed pursuant to the terms of this Agreement), and the Company Vanderbilt does hereby grant to the TrusteeTrustee (including any separate trustee or co-trustee appointed pursuant to the terms of this Agreement), a perfected first priority security interest in all of the right, title and interest in, to and under the items of property listed in Section 2.01(a), including all Contracts, and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person. The Company Vanderbilt acknowledges and agrees that the provisions of this paragraph shall be applicable to all Subsequent Contracts to the same extent as to the Initial Contracts from and after the applicable Subsequent Transfer Date. Vanderbilt acknowledges and agrees that the conveyance of the Contracts for the consideration stated in this Agreement is a transfer for sufficient value and consideration and that the transfer is not an avoidable conveyance under any applicable state or federal fraudulent conveyance laws.

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. (b) Although the parties intend that the conveyance of the Company's right, title and interest in and to the items of property listed in Section 2.01(a) pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such conveyance is deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Company shall be deemed to have granted to the Trustee, and the Company does hereby grant to the Trustee, a perfected first priority security interest in all of the right, title and interest in, to and under the items of property listed in Section 2.01(a), and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person. The Company acknowledges and agrees that the conveyance of the Contracts for the consideration stated in this Agreement is a transfer for sufficient value and consideration and that the transfer is not an avoidable conveyance under any applicable state or federal fraudulent conveyance laws.

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. (b) Although the parties intend that the conveyance of the Company's right, title and interest in and to the items of property listed in Section 2.01(a) pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such conveyance is deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Company shall be deemed to have granted to the Trustee, and the Company does hereby grant to the Trustee, a perfected first priority security interest in all of the right, title and interest in, to and under the items of property listed in Section 2.01(a), and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person. The Company acknowledges and agrees that the conveyance of the Contracts for the consideration stated in this Agreement is a transfer for sufficient value and consideration and that the transfer is not an avoidable conveyance under any applicable state or federal fraudulent conveyance laws.

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 Contracts [due] [received] after 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 whether [received] [due] before, on or 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 instruments, securities (including without limitation, Eligible Investments) or other property in which comprising the Certificate Accounts may be invested in whole or in part from time to time Trust Fund and (v) all proceeds derived from any of the foregoing. As . (a) the Mortgaged Property and Contract File relating to which are located in [_________] or (b) in any other jurisdiction under the laws of which[, as evidenced by an Opinion of Counsel delivered by the Seller (at the Seller's expense) to the Trustee,] the recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Transfer Date, the Land Home Contract].] 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 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. (b) Although ; provided 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 intend hereto that the conveyance of the CompanyDepositor's right, title and interest in and to the items of property listed in Section 2.01(a) Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such . If the conveyance is deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant Contracts from the Seller to the terms of this Agreement. The parties also intend Depositor to the Trustee is characterized as a pledge and agree that not a sale, then the Company Depositor shall be deemed to have granted transferred to the Trustee, and the Company does hereby grant in addition to the TrusteeTrust Fund, a perfected first priority security interest in all of the Depositor's right, title and interest in, to and under the items obligation or obligation deemed to be secured by said pledge; and it is the intention of property listed the parties hereto that the Seller and the Depositor shall also be deemed to have granted to the Trustee a first priority security interest in Section 2.01(a)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 after the Cut-off Date (whether received before, on or 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 this Agreement terminates prior to the satisfaction of the claims of any Person in as a Holder or Certificate Owner of any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person. The Company acknowledges and agrees that the conveyance of the Contracts for the consideration stated in this Agreement is a transfer for sufficient value and consideration and that the transfer is not an avoidable conveyance under any applicable state or federal fraudulent conveyance laws.

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. (b) Although the parties intend that the conveyance of the Company's right, title and interest in and to the items of property listed in Section 2.01(a) pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such conveyance is deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Company shall be deemed to have granted to the Trustee, and the Company does hereby grant to the Trustee, a perfected first priority security interest in all of the right, title and interest in, to and under the items of property listed in Section 2.01(a), and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person. The Company acknowledges and agrees that the provisions of this paragraph shall be applicable to all Subsequent Contracts to the same extent as to the Initial Contracts from and after the applicable Subsequent Transfer Date. The Company acknowledges and agrees that the conveyance of the Contracts for the consideration stated in this Agreement is a transfer for sufficient value and consideration and that the transfer is not an avoidable conveyance under any applicable state or federal fraudulent conveyance laws.

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. (b) Although the parties intend that the conveyance of the CompanyVanderbilt's right, title and interest in and to the items of property listed in Section 2.01(a) pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such conveyance is deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Company Vanderbilt shall be deemed to have granted to the Trustee, and the Company Vanderbilt does hereby grant to the Trustee, a perfected first priority security interest in all of the right, title and interest in, to and under the items of property listed in Section 2.01(a), and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person in any Certificates, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person. The Company Vanderbilt acknowledges and agrees that the conveyance of the Contracts for the consideration stated in this Agreement is a transfer for sufficient value and consideration and that the transfer is not an avoidable conveyance under any applicable state or federal fraudulent conveyance laws.