Common use of Delivery of Land-and-Home Contract Files and Mortgage Loan Files and Recordation Clause in Contracts

Delivery of Land-and-Home Contract Files and Mortgage Loan Files and Recordation. (a) In connection with the conveyance pursuant to Section 2.01, with respect to each Land-and-Home Contract and each Mortgage Loan, if any, the Company shall (i) enter into a custodial agreement (the "Custodial Agreement") on the Closing Date substantially in the form attached hereto as Exhibit A-2 and (ii) deliver or cause to be delivered the related Land-and-Home Contract Files and Mortgage Loan Files, as applicable, to the custodian under the Custodial Agreement on behalf of the Trustee, within 30 days of the Closing Date in accordance with such Custodial Agreement. Such delivery of the Files shall be accompanied by a certificate of delivery signed by the Company substantially in the form set forth as Exhibit A to the Custodial Agreement. (b) In lieu of the items to be recorded and delivered pursuant to Sections (b), (c) and (e) of the definition of Land-and-Home Contract File and Sections (a), (b) and (c) of the definition of Mortgage Loan File (the "Recorded Documents"), if the original Mortgage or assignment has not been returned by the applicable recording office or is not otherwise available, the Company shall provide the custodian with a copy thereof together with an Officer's Certificate (which may be a blanket Officer's Certificate of the Company covering all such Mortgages and assignments) certifying that the copy is a true and correct copy of the original Mortgage or original assignment, as applicable, submitted for recording, which will be (1) replaced by the original Mortgage or original assignment when it is so returned or (2) if the recording office in the applicable jurisdiction retains the original Mortgage or original assignment or the original Mortgage or original assignment has been lost, a copy of such item certified by the applicable recording office. (c) The Company shall deliver each Recorded Document (or if the recording office in the applicable jurisdiction retains the original Mortgage or original assignment or the original Mortgage or original assignment has been lost, a copy of such item certified by the applicable recording office) to the custodian no later than the earlier of (i) five Business Days after receipt thereof and (ii) within 180 days of the Closing Date. In addition, within that same time period, the Company shall deliver to the custodian any other original documents constituting a part of the Files. (d) Within 30 days of the Closing Date and with respect to the ten states which have the highest concentration of Land-and-Home Contracts, by Cut-off Date principal balance of the Contract Pool, the Company shall deliver an Opinion of Counsel to the Trustee and the Rating Agencies to the effect that the Company need not cause to be recorded any assignment which relates to Land-and-Home Contracts in such states to protect the Trustee's and the Certificateholders' interest in such Land-and-Home Contracts (a "Non Recordation Opinion"). Such Opinions of Counsel shall be addressed to the Trustee and the Rating Agencies. In the event that any Opinion of Counsel referred to in the preceding sentence is not obtainable with respect to a state after reasonable effort, then the Company shall either record the assignments of mortgage for each Land-and-Home Contract located in such state or substitute an Eligible Substitute Contract (which would not be a Land-and-Home Contract in such state) for each Land-and-Home Contract in such state, in each case, within 90 days of the Closing Date. At the conclusion of the 90 day period, the aggregate principal balance of Land-and-Home Contracts for which a Non Recordation Opinion has not been delivered and for which the related assignments of mortgage have not been recorded shall not exceed 10% of the total principal balance of the Contract Pool.

Delivery of Land-and-Home Contract Files and Mortgage Loan Files and Recordation. (a) In connection with the conveyance pursuant to Section 2.01, with respect to each Land-and-Home Contract and each Mortgage Loan, if any, the Company Vanderbilt shall (i) enter into a custodial agreement (the "Custodial Agreement") on the Closing Date substantially in the form attached hereto as Exhibit A-2 and (ii) deliver or cause to be delivered the related Land-and-Home Contract Files and Mortgage Loan Files, as applicable, to the custodian under the Custodial Agreement on behalf of the Trustee, within 30 days of the Closing Date in accordance with such Custodial Agreement. Such delivery of the Files shall be accompanied by a certificate of delivery signed by the Company Vanderbilt substantially in the form set forth as Exhibit A to the Custodial Agreement. (b) In lieu of the items to be recorded and delivered pursuant to Sections (b), (c) and (e) of the definition of Land-and-Home Contract File and Sections (a), (b) and (c) of the definition of Mortgage Loan File (the "Recorded Documents"), if the original Mortgage or assignment has not been returned by the applicable recording office or is not otherwise available, the Company Vanderbilt shall provide the custodian with a copy thereof together with an Officer's Certificate (which may be a blanket Officer's Certificate of the Company Vanderbilt covering all such Mortgages and assignments) certifying that the copy is a true and correct copy of the original Mortgage or original assignment, as applicable, submitted for recording, which will be (1) replaced by the original Mortgage or original assignment when it is so returned or (2) if the recording office in the applicable jurisdiction retains the original Mortgage or original assignment or the original Mortgage or original assignment has been lost, a copy of such item certified by the applicable recording office. (c) The Company Vanderbilt shall deliver each Recorded Document (or if the recording office in the applicable jurisdiction retains the original Mortgage or original assignment or the original Mortgage or original assignment has been lost, a copy of such item certified by the applicable recording office) to the custodian no later than the earlier of (i) five Business Days after receipt thereof and (ii) within 180 days of the Closing Date. In addition, within that same time period, the Company Vanderbilt shall deliver to the custodian any other original documents constituting a part of the Files. (d) Within 30 days of the Closing Date and with respect to the ten states which have the highest concentration of Land-and-Home Contracts, by Cut-off Date principal balance of the Contract Pool, the Company Vanderbilt shall deliver an Opinion of Counsel to the Trustee and the Rating Agencies to the effect that the Company Vanderbilt need not cause to be recorded any assignment which relates to Land-and-Home Contracts in such states to protect the Trustee's and the Certificateholders' interest in such Land-and-Home Contracts (a "Non Recordation Opinion"). Such Opinions of Counsel shall be addressed to the Trustee and the Rating Agencies. In the event that any Opinion of Counsel referred to in the preceding sentence is not obtainable with respect to a state after reasonable effort, then the Company Vanderbilt shall either record the assignments of mortgage for each Land-and-Home Contract located in such state or substitute an Eligible Substitute Contract (which would not be a Land-and-Home Contract in such state) for each Land-and-Home Contract in such state, in each case, within 90 days of the Closing Date. At the conclusion of the 90 day period, the aggregate principal balance of Land-and-Home Contracts for which a Non Recordation Opinion has not been delivered and for which the related assignments of mortgage have not been recorded shall not exceed 10% of the total principal balance of the Contract Pool.

Delivery of Land-and-Home Contract Files and Mortgage Loan Files and Recordation. (a) In connection with the conveyance pursuant to Section 2.01, with respect to each Land-and-Home Contract and each Mortgage Loan, if any, the Company shall (i) enter into a custodial agreement (the "Custodial Agreement") on the Closing Date substantially in the form attached hereto as Exhibit A-2 and (ii) deliver or cause to be delivered the related Land-and-Home Contract Files and Mortgage Loan Files, as applicable, to the custodian under the Custodial Agreement on behalf of the Trustee, within 30 days of the Closing Date in accordance with such Custodial Agreement. Such delivery of the Files shall be accompanied by a certificate of delivery signed by the Company substantially in the form set forth as Exhibit A to the Custodial Agreement. (b) In lieu of the items to be recorded and delivered pursuant to Sections (b), (c) and (e) of the definition of Land-and-Home Contract File and Sections (a), (b) and (c) of the definition of Mortgage Loan File (the "Recorded Documents"), if the original Mortgage or assignment has not been returned by the applicable recording office or is not otherwise available, the Company shall provide the custodian with a copy thereof together with an Officer's Certificate (which may be a blanket Officer's Certificate of the Company covering all such Mortgages and assignments) certifying that the copy is a true and correct copy of the original Mortgage or original assignment, as applicable, submitted for recording, which will be (1) replaced by the original Mortgage or original assignment when it is so returned or (2) if the recording office in the applicable jurisdiction retains the original Mortgage or original assignment or the original Mortgage or original assignment has been lost, a copy of such item certified by the applicable recording office. (c) The Company shall deliver each Recorded Document (or if the recording office in the applicable jurisdiction retains the original Mortgage or original assignment or the original Mortgage or original assignment has been lost, a copy of such item certified by the applicable recording office) to the custodian no later than the earlier of (i) five Business Days after receipt thereof and (ii) within 180 days of the Closing Date. In addition, within that same time period, the Company shall deliver to the custodian any other original documents constituting a part of the Files. (d) Within 30 days of the Closing Date and with respect to the ten states which have the highest concentration of Land-and-Home Contracts, by Cut-off Date principal balance of the Contract Pool, the Company shall deliver an Opinion of Counsel to the Trustee and the Rating Agencies to the effect that the Company need not cause to be recorded any assignment which relates to Land-and-Home Contracts in such states to protect the Trustee's and the Certificateholders' interest in such Land-and-Home Contracts (a "Non Recordation Opinion")Contracts. Such Opinions of Counsel shall be addressed to the Trustee and the Rating Agencies. In the event that any Opinion of Counsel referred to in the preceding sentence is not obtainable with respect to a state after reasonable effort, then the Company shall either record the assignments of mortgage for each Land-and-Home Contract located in such state or substitute an Eligible Substitute Contract (which would not be a Land-and-Home Contract in such state) for each Land-and-Home Contract in such state, in each case, within 90 days of the Closing Date. At the conclusion of the 90 day period, the aggregate principal balance of Land-and-Home Contracts for which a Non Recordation Opinion has not been delivered and for which the related assignments of mortgage have not been recorded shall not exceed 10% of the total principal balance of the Contract Pool.

Delivery of Land-and-Home Contract Files and Mortgage Loan Files and Recordation. (a) In connection with the conveyance pursuant to Section 2.012.01 and the conveyances contemplated by Section 5.20, with respect to each Land-and-Home Contract and each Mortgage Loan, if any, the Company Vanderbilt shall (i) enter into a custodial agreement (the "Custodial Agreement") on the Closing Date substantially in the form attached hereto as Exhibit A-2 and (ii) deliver or cause to be delivered the related Land-and-Home Contract Files and Mortgage Loan Files, as applicable, to the custodian under the Custodial Agreement on behalf of the Trustee, within 30 days of the Closing applicable Transfer Date in accordance with such Custodial Agreement. Such delivery of the Files shall be accompanied by a certificate of delivery signed by the Company Vanderbilt substantially in the form set forth as Exhibit A to the Custodial Agreement. (b) In lieu of the items to be recorded and delivered pursuant to Sections (b), (c) and (e) of the definition of Land-and-Home Contract File and Sections (a), (b) and (c) of the definition of Mortgage Loan File (the "Recorded Documents"), if the original Mortgage or assignment has not been returned by the applicable recording office or is not otherwise available, the Company Vanderbilt shall provide the custodian with a copy thereof together with an Officer's Certificate (which may be a blanket Officer's Certificate of the Company Vanderbilt covering all such Mortgages and assignments) certifying that the copy is a true and correct copy of the original Mortgage or original assignment, as applicable, submitted for recording, which will be (1) replaced by the original Mortgage or original assignment when it is so returned or (2) if the recording office in the applicable jurisdiction retains the original Mortgage or original assignment or the original Mortgage or original assignment has been lost, a copy of such item certified by the applicable recording office. (c) The Company Vanderbilt shall deliver each Recorded Document (or if the recording office in the applicable jurisdiction retains the original Mortgage or original assignment or the original Mortgage or original assignment has been lost, a copy of such item certified by the applicable recording office) to the custodian no later than the earlier of (i) five Business Days after receipt thereof and (ii) within 180 days of the Closing applicable Transfer Date. In addition, within that same time period, the Company Vanderbilt shall deliver to the custodian any other original documents constituting a part of the Files. (d) Within 30 days of the Closing end of the Funding Period Date and with respect to the ten states which have the highest concentration of Land-and-Home Contracts, by Cut-off Date principal balance of the Contract Pool, the Company Vanderbilt shall deliver an Opinion of Counsel to the Trustee and the Rating Agencies to the effect that the Company Vanderbilt need not cause to be recorded any assignment which relates to Land-and-Home Contracts in such states to protect the Trustee's and the Certificateholders' interest in such Land-and-Home Contracts (a "Non Recordation Opinion"). Such Opinions of Counsel shall be addressed to the Trustee and the Rating Agencies. In the event that any Opinion of Counsel referred to in the preceding sentence is not obtainable with respect to a state after reasonable effort, then the Company Vanderbilt shall either record the assignments of mortgage for each Land-and-Home Contract located in such state or substitute an Eligible Substitute Contract (which would not be a Land-and-Home Contract in such state) for each Land-and-Home Contract in such state, in each case, within 90 days of the Closing applicable Transfer Date. At the conclusion of the 90 day period, the aggregate principal balance of Land-and-Home Contracts for which a Non Recordation Opinion has not been delivered and for which the related assignments of mortgage have not been recorded shall not exceed 10% of the total principal balance of the Contract Pool.