Common use of Filing; Name Change or Relocation Clause in Contracts

Filing; Name Change or Relocation. (a) On or prior to the Transfer Date, the Servicer shall cause to be filed in the office of the Secretary of State of Tennessee, UCC-1 financing statements describing the Contracts being transferred on such Transfer Date and naming Vanderbilt as "Seller" and the Trustee (or a separate trustee) as "Purchaser." Each financing statement shall bear a statement on the face thereof indicating that the parties intend the financing statement to evidence a true sale of the Contracts, but that if the transaction is recharacterized as a loan from the described Purchaser to the described Seller, the financing statement is to perfect the described Purchaser's security interest in the Contracts. The Servicer shall cause to be filed all necessary continuation statements for each of the foregoing UCC-1 financing statements. From time to time, the Servicer shall take and cause to be taken such actions and execute such documents as are necessary to perfect and protect the Certificateholders' interests in the Contracts and their proceeds and the Manufactured Homes and any related Mortgaged Property against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title; provided, however, that Vanderbilt, so long as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home or to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt as the lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law; provided that the preceding proviso shall not have any effect on the representation and warranty in Section 3.02(k) and Vanderbilt's obligations in respect thereof in Section 3.05; provided, further, that the Servicer (if Vanderbilt is not the Servicer) shall not be required to protect the Trustee from any liens, claims, charges or other encumbrances on the Contracts, their proceeds or the Manufactured Homes created by Vanderbilt or conveyances of the Contracts or their proceeds by Vanderbilt. Nothing in the preceding sentence shall be construed to limit the indemnification obligations of the Servicer set forth in Section 10.05 hereof. Vanderbilt agrees to take whatever action is necessary to enable the Servicer to file financing statements and otherwise act to perfect and protect the Certificateholders' interests in the Contracts, the Manufactured Homes and any related Mortgage or Mortgaged Property. In particular, Vanderbilt shall deliver to the Trustee on or before the Closing Date a power of attorney substantially in the form as Exhibit K hereto, authorizing the Trustee to, among other things, record assignments of Mortgages securing Land Secured Contracts. Assuming that Vanderbilt and the Trustee perform such actions as are required at the direction of the Servicer, the Servicer will maintain a perfected first priority security interest in each Manufactured Home and any related Mortgaged Property so long as the related Contract is the property of the Trust Fund; provided, however, that Vanderbilt, so long as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home, to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt as lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law. (b) During the term of this Agreement, Vanderbilt shall not change its name, identity, structure or state of incorporation without first giving notice to the Trustee. If any change in Vanderbilt's name, identity, structure or state of incorporation would make any financing or continuation statement or notice of lien filed under this Agreement seriously misleading within the meaning of applicable provisions of the UCC or any title statute, Vanderbilt, no later than five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Certificateholders' interests in the Contracts and proceeds thereof and in the Manufactured Homes. (c) Vanderbilt hereby represents and warrants that it is incorporated in the State of Tennessee. (d) The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Certificateholders' right, title and interest in and to the Contracts (including, without limitation, the security interest in the Manufactured Homes granted thereby) and any related Mortgages.

Filing; Name Change or Relocation. (a) On or prior to the Transfer Date, the Servicer shall cause to be filed in the office of the Secretary of State of Tennessee, UCC-1 financing statements describing the Contracts being transferred on such Transfer Date and naming Vanderbilt the Company as "Seller" and the Trustee (or a separate trustee) as "Purchaser." ". Each financing statement shall bear a statement on the face thereof indicating that the parties intend the financing statement to evidence a true sale of the Contracts, but that if the transaction is recharacterized as a loan from the described Purchaser to the described Seller, the financing statement is to perfect the described Purchaser's security interest in the Contracts. The Servicer shall cause to be filed all necessary continuation statements for each of the foregoing UCC-1 financing statements. From time to time, the Servicer shall take and cause to be taken such actions and execute such documents as are necessary to perfect and protect the Certificateholders' interests in the Contracts and their proceeds and the Manufactured Homes and any related Mortgaged Property against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title; provided, however, that Vanderbiltthe Company, so long as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home or to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt the Company as the lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer Trustee or the Company or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law; provided that the preceding proviso shall not have any effect on the representation and warranty in Section 3.02(k) and Vanderbiltthe Company's obligations in respect thereof in Section 3.05; provided, further, that the Servicer (if Vanderbilt the Company is not the Servicer) shall not be required to protect the Trustee from any liens, claims, charges or other encumbrances on the Contracts, their proceeds or the Manufactured Homes created by Vanderbilt the Company or conveyances of the Contracts or their proceeds by Vanderbiltthe Company. Nothing in the preceding sentence shall be construed to limit the indemnification obligations of the Servicer set forth in Section 10.05 hereof. Vanderbilt The Company agrees to take whatever action is necessary to enable the Servicer to file financing statements and otherwise act to perfect and protect the Certificateholders' interests in the Contracts, the Manufactured Homes and any related Mortgage or Mortgaged Property. In particular, Vanderbilt the Company shall deliver to the Trustee on or before the Closing Date a power of attorney substantially in the form as Exhibit K hereto, authorizing the Trustee to, among other things, record assignments of Mortgages securing Land Secured Contracts. Assuming that Vanderbilt the Company and the Trustee perform such actions as are required at the direction of the Servicer, the Servicer will maintain a perfected first priority security interest in each Manufactured Home and any related Mortgaged Property so long as the related Contract is the property of the Trust Fund; provided, however, that Vanderbiltthe Company, so long as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home, to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt the Company as lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer Trustee, or the Company or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law. (b) During the term of this Agreement, Vanderbilt shall not change its name, identity, structure or state of incorporation without first giving notice to the Trustee. If any change in Vanderbilt's name, identity, structure or state of incorporation would make any financing or continuation statement or notice of lien filed under this Agreement seriously misleading within the meaning of applicable provisions of the UCC or any title statute, Vanderbilt, no later than five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Certificateholders' interests in the Contracts and proceeds thereof and in the Manufactured Homes. (c) Vanderbilt hereby represents and warrants that it is incorporated in the State of Tennessee. (d) The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Certificateholders' right, title and interest in and to the Contracts (including, without limitation, the security interest in the Manufactured Homes granted thereby) and any related Mortgages.

Filing; Name Change or Relocation. (a) On or prior to the each respective Transfer Date, the Servicer shall cause to be filed in the office of the Secretary of State of Tennessee, UCC-1 financing statements describing the Contracts being transferred on such Transfer Date and naming Vanderbilt the Company as "Seller" and the Trustee (or a separate trustee) as "Purchaser." Each financing statement shall bear a statement on the face thereof indicating that the parties intend the financing statement to evidence a true sale of the Contracts, but that if the transaction is recharacterized as a loan from the described Purchaser to the described Seller, the financing statement is to perfect the described Purchaser's security interest in the Contracts. The Servicer shall cause to be filed all necessary continuation statements for each of the foregoing UCC-1 financing statements. From time to time, the Servicer shall take and cause to be taken such actions and execute such documents as are necessary to perfect and protect the Certificateholders' interests in the Contracts and their proceeds and the Manufactured Homes and any related Mortgaged Property against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title; provided, however, that Vanderbiltthe Company, so long as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home or to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt the Company as the lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer Trustee or the Company or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law; provided that the preceding proviso shall not have any effect on the representation and warranty in Section 3.02(k) and Vanderbiltthe Company's obligations in respect thereof in Section 3.05; provided, further, that the Servicer (if Vanderbilt the Company is not the Servicer) shall not be required to protect the Trustee from any liens, claims, charges or other encumbrances on the Contracts, their proceeds or the Manufactured Homes created by Vanderbilt the Company or conveyances of the Contracts or their proceeds by Vanderbiltthe Company. Nothing in the preceding sentence shall be construed to limit the indemnification obligations of the Servicer set forth in Section 10.05 hereof. Vanderbilt The Company agrees to take whatever action is necessary to enable the Servicer to file financing statements and otherwise act to perfect and protect the Certificateholders' interests in the Contracts, the Manufactured Homes and any related Mortgage or Mortgaged Property. In particular, Vanderbilt the Company shall deliver to the Trustee on or before the Closing Date a power of attorney substantially in the form as Exhibit K hereto, authorizing the Trustee to, among other things, record assignments of Mortgages securing Land Secured Contracts. Assuming that Vanderbilt the Company and the Trustee perform such actions as are required at the direction of the Servicer, the Servicer will maintain a perfected first priority security interest in each Manufactured Home and any related Mortgaged Property so long as the related Contract is the property of the Trust Fund; provided, however, that Vanderbiltthe Company, so long as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home, to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt the Company as lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer Trustee, or the Company or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law. (b) During the term of this Agreement, Vanderbilt the Company shall not change its name, identity, structure or state of incorporation without first giving notice to the Trustee. If any change in Vanderbiltthe Company's name, identity, structure or state of incorporation would make any financing or continuation statement or notice of lien filed under this Agreement seriously misleading within the meaning of applicable provisions of the UCC or any title statute, Vanderbiltthe Company, no later than five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Certificateholders' interests in the Contracts and proceeds thereof and in the Manufactured Homes. (c) Vanderbilt The Company hereby represents and warrants that it is incorporated in the State of Tennessee. (d) The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Certificateholders' right, title and interest in and to the Contracts (including, without limitation, the security interest in the Manufactured Homes granted thereby) and any related Mortgages.

Filing; Name Change or Relocation. (a) On or prior to the Transfer Date, the Servicer shall cause to be filed in the office of the Secretary of State of Tennessee, UCC-1 financing statements describing the Contracts being transferred on such Transfer Date and naming Vanderbilt as "Seller" and the Trustee (or a separate trustee) as "Purchaser." Each financing statement shall bear a statement on the face thereof indicating that the parties intend the financing statement to evidence a true sale of the Contracts, but that if the transaction is recharacterized as a loan from the described Purchaser to the described Seller, the financing statement is to perfect the described Purchaser's security interest in the Contracts. The Servicer shall cause to be filed all necessary continuation statements for each of the foregoing UCC-1 financing statements. From time to time, the Servicer shall take and cause to be taken such actions and execute such documents as are necessary to perfect and protect the Certificateholders' interests in the Contracts and their proceeds and the Manufactured Homes and any related Mortgaged Property against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title; provided, however, that Vanderbilt, so long as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home or to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt as the lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer Trustee or Vanderbilt or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law; provided that the preceding proviso shall not have any effect on the representation and warranty in Section 3.02(k) and Vanderbilt's obligations in respect thereof in Section 3.05; provided, further, that the Servicer (if Vanderbilt is not the Servicer) shall not be required to protect the Trustee from any liens, claims, charges or other encumbrances on the Contracts, their proceeds or the Manufactured Homes created by Vanderbilt or conveyances of the Contracts or their proceeds by Vanderbilt. Nothing in the preceding sentence shall be construed to limit the indemnification obligations of the Servicer set forth in Section 10.05 hereof. Vanderbilt agrees to take whatever action is necessary to enable the Servicer to file financing statements and otherwise act to perfect and protect the Certificateholders' interests in the Contracts, the Manufactured Homes and any related Mortgage or Mortgaged Property. In particular, Vanderbilt shall deliver to the Trustee on or before the Closing Date a power of attorney substantially in the form as Exhibit K hereto, authorizing the Trustee to, among other things, record assignments of Mortgages securing Land Secured Contracts. Assuming that Vanderbilt and the Trustee perform such actions as are required at the direction of the Servicer, the Servicer will maintain a perfected first priority security interest in each Manufactured Home and any related Mortgaged Property so long as the related Contract is the property of the Trust Fund; provided, however, that Vanderbilt, so long as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home, to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt as lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer Trustee, or Vanderbilt or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law. (b) During the term of this Agreement, Vanderbilt shall not change its name, identity, structure or state of incorporation without first giving notice to the Trustee. If any change in Vanderbilt's name, identity, structure or state of incorporation would make any financing or continuation statement or notice of lien filed under this Agreement seriously misleading within the meaning of applicable provisions of the UCC or any title statute, Vanderbilt, no later than five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Certificateholders' interests in the Contracts and proceeds thereof and in the Manufactured Homes. (c) Vanderbilt hereby represents and warrants that it is incorporated in the State of Tennessee. (d) The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Certificateholders' right, title and interest in and to the Contracts (including, without limitation, the security interest in the Manufactured Homes granted thereby) and any related Mortgages.

Filing; Name Change or Relocation. (a) On or prior to the Transfer Date, the Servicer shall cause to be filed in the office of the Secretary of State of Tennessee, UCC-1 financing statements describing the Contracts being transferred on such Transfer Date and naming Vanderbilt the Company as "Seller" and the Trustee (or a separate trustee) as "Purchaser." Each financing statement shall bear a statement on the face thereof indicating that the parties intend the financing statement to evidence a true sale of the Contracts, but that if the transaction is recharacterized as a loan from the described Purchaser to the described Seller, the financing statement is to perfect the described Purchaser's security interest in the Contracts. The Servicer shall cause to be filed all necessary continuation statements for each of the foregoing UCC-1 financing statements. From time to time, the Servicer shall take and cause to be taken such actions and execute such documents as are necessary to perfect and protect the Certificateholders' interests in the Contracts and their proceeds and the Manufactured Homes and any related Mortgaged Property against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title; provided, however, that Vanderbiltthe Company, so long as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home or to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt the Company as the lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer Trustee or the Company or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law; provided that the preceding proviso shall not have any effect on the representation and warranty in Section 3.02(k) and Vanderbiltthe Company's obligations in respect thereof in Section 3.05; provided, further, that the Servicer (if Vanderbilt the Company is not the Servicer) shall not be required to protect the Trustee from any liens, claims, charges or other encumbrances on the Contracts, their proceeds or the Manufactured Homes created by Vanderbilt the Company or conveyances of the Contracts or their proceeds by Vanderbiltthe Company. Nothing in the preceding sentence shall be construed to limit the indemnification obligations of the Servicer set forth in Section 10.05 hereof. Vanderbilt The Company agrees to take whatever action is necessary to enable the Servicer to file financing statements and otherwise act to perfect and protect the Certificateholders' interests in the Contracts, the Manufactured Homes and any related Mortgage or Mortgaged Property. In particular, Vanderbilt the Company shall deliver to the Trustee on or before the Closing Date a power of attorney substantially in the form as Exhibit K hereto, authorizing the Trustee to, among other things, record assignments of Mortgages securing Land Secured Contracts. Assuming that Vanderbilt the Company and the Trustee perform such actions as are required at the direction of the Servicer, the Servicer will maintain a perfected first priority security interest in each Manufactured Home and any related Mortgaged Property so long as the related Contract is the property of the Trust Fund; provided, however, that Vanderbiltthe Company, so long as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home, to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt the Company as lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer Trustee, or the Company or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law. (b) During the term of this Agreement, Vanderbilt the Company shall not change its name, identity, identity or structure or state of incorporation relocate its chief executive office without first giving notice to the Trustee. If any change in Vanderbiltthe Company's name, identity, identity or structure or state the relocation of incorporation its chief executive office would make any financing or continuation statement or notice of lien filed under this Agreement seriously misleading within the meaning of applicable provisions of the UCC or any title statute, Vanderbiltthe Company, no later than five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Certificateholders' interests in the Contracts and proceeds thereof and in the Manufactured Homes. (c) Vanderbilt The Company hereby represents and warrants that it its current principal executive office is incorporated located in the State of Tennessee. During the term of this Agreement, the Company will maintain its principal executive office in one of the States of the United States. (d) The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Certificateholders' right, title and interest in and to the Contracts (including, without limitation, the security interest in the Manufactured Homes granted thereby) and any related Mortgages.

Filing; Name Change or Relocation. (a) On or prior to the Transfer Date, the Servicer shall cause to be filed in the office of the Secretary of State of Tennessee, UCC-1 financing statements describing the Contracts being transferred on such Transfer Date and naming Vanderbilt the Company as "Seller" and the Trustee (or a separate trustee) as "Purchaser." Each financing statement shall bear a statement on the face thereof indicating that the parties intend the financing statement to evidence a true sale of the Contracts, but that if the transaction is recharacterized as a loan from the described Purchaser to the described Seller, the financing statement is to perfect the described Purchaser's security interest in the Contracts. The Servicer shall cause to be filed all necessary continuation statements for each of the foregoing UCC-1 financing statements. The Servicer may execute such UCC continuation statements on behalf of the Trustee or a separate trustee, and the Servicer is hereby appointed as the Trustee and separate trustee's attorney-in-fact to execute such continuation statements. From time to time, the Servicer shall take and cause to be taken such actions and execute such documents as are necessary to perfect and protect the Certificateholders' interests in the Contracts and their proceeds and the Manufactured Homes and any related Mortgaged Property against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title; provided, however, that Vanderbiltthe Company, so long as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home or to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt the Company as the lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer Trustee or the Company or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law; provided that the preceding proviso shall not have any effect on the representation and warranty in Section 3.02(k) and Vanderbiltthe Company's obligations in respect thereof in Section 3.05; provided, further, that the Servicer (if Vanderbilt the Company is not the Servicer) shall not be required to protect the Trustee from any liens, claims, charges or other encumbrances on the Contracts, their proceeds or the Manufactured Homes created by Vanderbilt the Company or conveyances of the Contracts or their proceeds by Vanderbiltthe Company. Nothing in the preceding sentence shall be construed to limit the indemnification obligations of the Servicer set forth in Section 10.05 hereof. Vanderbilt The Company agrees to take whatever action is necessary to enable the Servicer to file financing statements and otherwise act to perfect and protect the Certificateholders' interests in the Contracts, the Manufactured Homes and any related Mortgage or Mortgaged Property. In particular, Vanderbilt the Company shall deliver to the Trustee on or before the Closing Date a power of attorney substantially in the form as Exhibit K hereto, authorizing the Trustee to, among other things, record assignments of Mortgages securing Land Secured Contracts. Assuming that Vanderbilt the Company and the Trustee perform such actions as are required at the direction of the Servicer, the Servicer will maintain a perfected first priority security interest in each Manufactured Home and any related Mortgaged Property so long as the related Contract is the property of the Trust Fund; provided, however, that Vanderbiltthe Company, so long as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home, to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt the Company as lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer Trustee, or the Company or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law. (b) During the term of this Agreement, Vanderbilt the Company shall not change its name, identity, identity or structure or state of incorporation relocate its chief executive office without first giving notice to the Trustee. If any change in Vanderbiltthe Company's name, identity, identity or structure or state the relocation of incorporation its chief executive office would make any financing or continuation statement or notice of lien filed under this Agreement seriously misleading within the meaning of applicable provisions of the UCC or any title statute, Vanderbiltthe Company, no later than five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Certificateholders' interests in the Contracts and proceeds thereof and in the Manufactured Homes. (c) Vanderbilt The Company hereby represents and warrants that it its current principal executive office is incorporated located in the State of Tennessee. During the term of this Agreement, the Company will maintain its principal executive office in one of the States of the United States of America. (d) The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Certificateholders' right, title and interest in and to the Contracts (including, without limitation, the security interest in the Manufactured Homes granted thereby) and any related Mortgages.

Filing; Name Change or Relocation. (a) On or prior to the Transfer Date, the Servicer shall cause to be filed in the office of the Secretary of State of Tennessee, UCC-1 financing statements describing the Contracts being transferred on such Transfer Date and naming Vanderbilt as "Seller" and the Trustee (or a separate trustee) as "Purchaser." Each financing statement shall bear a statement on the face thereof indicating that the parties intend the financing statement to evidence a true sale of the Contracts, but that if the transaction is recharacterized as a loan from the described Purchaser to the described Seller, the financing statement is to perfect the described Purchaser's security interest in the Contracts. The Servicer shall cause to be filed all necessary continuation statements for each of the foregoing UCC-1 financing statements. From time to time, the Servicer shall take and cause to be taken such actions and execute such documents as are necessary to perfect and protect the Certificateholders' interests in the Contracts and their proceeds and the Manufactured Homes and any related Mortgaged Property against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title; provided, however, that Vanderbilt, so long as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home or to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt as the lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer Trustee or Vanderbilt or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law; provided that the preceding proviso shall not have any effect on the representation and warranty in Section 3.02(k) and Vanderbilt's obligations in respect thereof in Section 3.05; provided, further, that the Servicer (if Vanderbilt is not the Servicer) shall not be required to protect the Trustee from any liens, claims, charges or other encumbrances on the Contracts, their proceeds or the Manufactured Homes created by Vanderbilt or conveyances of the Contracts or their proceeds by Vanderbilt. Nothing in the preceding sentence shall be construed to limit the indemnification obligations of the Servicer set forth in Section 10.05 hereof. Vanderbilt agrees to take whatever action is necessary to enable the Servicer to file financing statements and otherwise act to perfect and protect the Certificateholders' interests in the Contracts, the Manufactured Homes and any related Mortgage or Mortgaged Property. In particular, Vanderbilt shall deliver to the Trustee on or before the Closing Date a power of attorney substantially in the form as Exhibit K hereto, authorizing the Trustee to, among other things, record assignments of Mortgages securing Land Secured Contracts. Assuming that Vanderbilt and the Trustee perform such actions as are required at the direction of the Servicer, the Servicer will maintain a perfected first priority security interest in each Manufactured Home and any related Mortgaged Property so long as the related Contract is the property of the Trust Fund; provided, however, that Vanderbilt, so long as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home, to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt as lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law. (b) During the term of this Agreement, Vanderbilt shall not change its name, identity, structure or state of incorporation without first giving notice to the Trustee. If any change in Vanderbilt's name, identity, structure or state of incorporation would make any financing or continuation statement or notice of lien filed under this Agreement seriously misleading within the meaning of applicable provisions of the UCC or any title statute, Vanderbilt, no later than five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Certificateholders' interests in the Contracts and proceeds thereof and in the Manufactured Homes. (c) Vanderbilt hereby represents and warrants that it is incorporated in the State of Tennessee. (d) The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Certificateholders' right, title and interest in and to the Contracts (including, without limitation, the security interest in the Manufactured Homes granted thereby) and any related Mortgages.

Filing; Name Change or Relocation. (a) On or prior to the Transfer Date, the Servicer shall cause to be filed in the office of the Secretary of State of Tennessee, UCC-1 financing statements describing the Contracts being transferred on such Transfer Date and naming Vanderbilt the Company as "Seller" and the Trustee (or a separate trustee) as "Purchaser." Each financing statement shall bear a statement on the face thereof indicating that the parties intend the financing statement to evidence a true sale of the Contracts, but that if the transaction is recharacterized as a loan from the described Purchaser to the described Seller, the financing statement is to perfect the described Purchaser's security interest in the Contracts. The Servicer shall cause to be filed all necessary continuation statements for each of the foregoing UCC-1 financing statements. The Servicer may execute such UCC continuation statements on behalf of the Trustee or a separate trustee, and the Servicer is hereby appointed as the Trustee and separate trustee's attorney-in-fact to execute such continuation statements. From time to time, the Servicer shall take and cause to be taken such actions and execute such documents as are necessary to perfect and protect the Certificateholders' interests in the Contracts and their proceeds and the Manufactured Homes and any related Mortgaged Property against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title; provided, however, that Vanderbiltthe Company, so long as it is -------- ------- the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home or to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt the Company as the lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer Trustee or the Company or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law; provided that the preceding proviso shall not have any effect on the representation and warranty in Section 3.02(k) and Vanderbiltthe Company's obligations in respect thereof in Section 3.05; provided, further, that the Servicer (if Vanderbilt the Company is not the Servicer) shall not be required to protect the Trustee from any liens, claims, charges or other encumbrances on the Contracts, their proceeds or the Manufactured Homes created by Vanderbilt the Company or conveyances of the Contracts or their proceeds by Vanderbiltthe Company. Nothing in the preceding sentence shall be construed to limit the indemnification obligations of the Servicer set forth in Section 10.05 hereof. Vanderbilt The Company agrees to take whatever action is necessary to enable the Servicer to file financing statements and otherwise act to perfect and protect the Certificateholders' interests in the Contracts, the Manufactured Homes and any related Mortgage or Mortgaged Property. In particular, Vanderbilt the Company shall deliver to the Trustee on or before the Closing Date a power of attorney substantially in the form as Exhibit K hereto, authorizing the Trustee to, among other things, record assignments of Mortgages securing Land Secured Contracts. Assuming that Vanderbilt the Company and the Trustee perform such actions as are required at the direction of the Servicer, the Servicer will maintain a perfected first priority security interest in each Manufactured Home and any related Mortgaged Property so long as the related Contract is the property of the Trust Fund; provided, however, that Vanderbiltthe Company, so long as it is the -------- ------- Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home, to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt the Company as lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer Trustee, or the Company or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law. (b) During the term of this Agreement, Vanderbilt the Company shall not change its name, identity, identity or structure or state of incorporation relocate its chief executive office without first giving notice to the Trustee. If any change in Vanderbiltthe Company's name, identity, identity or structure or state the relocation of incorporation its chief executive office would make any financing or continuation statement or notice of lien filed under this Agreement seriously misleading within the meaning of applicable provisions of the UCC or any title statute, Vanderbiltthe Company, no later than five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Certificateholders' interests in the Contracts and proceeds thereof and in the Manufactured Homes. (c) Vanderbilt The Company hereby represents and warrants that it its current principal executive office is incorporated located in the State of Tennessee. During the term of this Agreement, the Company will maintain its principal executive office in one of the States of the United States of America. (d) The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Certificateholders' right, title and interest in and to the Contracts (including, without limitation, the security interest in the Manufactured Homes granted thereby) and any related Mortgages.

Filing; Name Change or Relocation. (a) On or prior to the each respective Transfer Date, the Servicer shall cause to be filed in the office of the Secretary of State of Tennessee, UCC-1 financing statements describing the Contracts being transferred on such Transfer Date and naming Vanderbilt as "Seller" and the Trustee (or a separate trustee) as "Purchaser." Each financing statement shall bear a statement on the face thereof indicating that the parties intend the financing statement to evidence a true sale of the Contracts, but that if the transaction is recharacterized as a loan from the described Purchaser to the described Seller, the financing statement is to perfect the described Purchaser's security interest in the Contracts. The Servicer shall cause to be filed all necessary continuation statements for each of the foregoing UCC-1 financing statements. From time to time, the Servicer shall take and cause to be taken such actions and execute such documents as are necessary to perfect and protect the Certificateholders' interests in the Contracts and their proceeds and the Manufactured Homes and any related Mortgaged Property against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title; provided, however, that Vanderbilt, so long as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home or to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt as the lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law; provided that the preceding proviso shall not have any effect on the representation and warranty in Section 3.02(k) and Vanderbilt's obligations in respect thereof in Section 3.05; provided, further, that the Servicer (if Vanderbilt is not the Servicer) shall not be required to protect the Trustee from any liens, claims, charges or other encumbrances on the Contracts, their proceeds or the Manufactured Homes created by Vanderbilt or conveyances of the Contracts or their proceeds by Vanderbilt. Nothing in the preceding sentence shall be construed to limit the indemnification obligations of the Servicer set forth in Section 10.05 hereof. Vanderbilt agrees to take whatever action is necessary to enable the Servicer to file financing statements and otherwise act to perfect and protect the Certificateholders' interests in the Contracts, the Manufactured Homes and any related Mortgage or Mortgaged Property. In particular, Vanderbilt shall deliver to the Trustee on or before the Closing Date a power of attorney substantially in the form as Exhibit K hereto, authorizing the Trustee to, among other things, record assignments of Mortgages securing Land Secured Contracts. Assuming that Vanderbilt and the Trustee perform such actions as are required at the direction of the Servicer, the Servicer will maintain a perfected first priority security interest in each Manufactured Home and any related Mortgaged Property so long as the related Contract is the property of the Trust Fund; provided, however, that Vanderbilt, so long as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home, to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt as lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law. (b) During the term of this Agreement, Vanderbilt shall not change its name, identity, structure or state of incorporation without first giving notice to the Trustee. If any change in Vanderbilt's name, identity, structure or state of incorporation would make any financing or continuation statement or notice of lien filed under this Agreement seriously misleading within the meaning of applicable provisions of the UCC or any title statute, Vanderbilt, no later than five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Certificateholders' interests in the Contracts and proceeds thereof and in the Manufactured Homes. (c) Vanderbilt hereby represents and warrants that it is incorporated in the State of Tennessee. (d) The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Certificateholders' right, title and interest in and to the Contracts (including, without limitation, the security interest in the Manufactured Homes granted thereby) and any related Mortgages.

Filing; Name Change or Relocation. (a) On or prior to --------------------------------- the Transfer Date, the Servicer shall cause to be filed in the office of the Secretary of State of Tennessee, UCC-1 financing statements describing the Contracts being transferred on such Transfer Date and naming Vanderbilt the Company as "Seller" and the Trustee (or a separate trustee) as "Purchaser." ". Each financing statement shall bear a statement on the face thereof indicating that the parties intend the financing statement to evidence a true sale of the Contracts, but that if the transaction is recharacterized as a loan from the described Purchaser to the described Seller, the financing statement is to perfect the described Purchaser's security interest in the Contracts. The Servicer shall cause to be filed all necessary continuation statements for each of the foregoing UCC-1 financing statements. From time to time, the Servicer shall take and cause to be taken such actions and execute such documents as are necessary to perfect and protect the Certificateholders' interests in the Contracts and their proceeds and the Manufactured Homes and any related Mortgaged Property against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title; provided, however, that Vanderbiltthe Company, so long as it is the Servicer, shall not -------- ------- be required to cause notations to be made on any document of title relating to any Manufactured Home or to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt the Company as the lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer Trustee or the Company or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law; provided that the preceding proviso shall not -------- have any effect on the representation and warranty in Section 3.02(k) and Vanderbiltthe Company's obligations in respect thereof in Section 3.05; provided, further, -------- ------- that the Servicer (if Vanderbilt the Company is not the Servicer) shall not be required to protect the Trustee from any liens, claims, charges or other encumbrances on the Contracts, their proceeds or the Manufactured Homes created by Vanderbilt the Company or conveyances of the Contracts or their proceeds by Vanderbiltthe Company. Nothing in the preceding sentence shall be construed to limit the indemnification obligations of the Servicer set forth in Section 10.05 hereof. Vanderbilt The Company agrees to take whatever action is necessary to enable the Servicer to file financing statements and otherwise act to perfect and protect the Certificateholders' interests in the Contracts, the Manufactured Homes and any related Mortgage or Mortgaged Property. In particular, Vanderbilt the Company shall deliver to the Trustee on or before the Closing Date a power of attorney substantially in the form as Exhibit K hereto, authorizing the Trustee to, among other things, record assignments of Mortgages securing Land Secured Contracts. Assuming that Vanderbilt the Company and the Trustee perform such actions as are required at the direction of the Servicer, the Servicer will maintain a perfected first priority security interest in each Manufactured Home and any related Mortgaged Property so long as the related Contract is the property of the Trust Fund; provided, however, that Vanderbiltthe Company, so long -------- ------- as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home, to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt the Company as lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer Trustee, or the Company or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law. (b) During the term of this Agreement, Vanderbilt shall not change its name, identity, structure or state of incorporation without first giving notice to the Trustee. If any change in Vanderbilt's name, identity, structure or state of incorporation would make any financing or continuation statement or notice of lien filed under this Agreement seriously misleading within the meaning of applicable provisions of the UCC or any title statute, Vanderbilt, no later than five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Certificateholders' interests in the Contracts and proceeds thereof and in the Manufactured Homes. (c) Vanderbilt hereby represents and warrants that it is incorporated in the State of Tennessee. (d) The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Certificateholders' right, title and interest in and to the Contracts (including, without limitation, the security interest in the Manufactured Homes granted thereby) and any related Mortgages.

Filing; Name Change or Relocation. (a) On or prior to --------------------------------- the Transfer Date, the Servicer shall cause to be filed in the office of the Secretary of State of Tennessee, UCC-1 financing statements describing the Contracts being transferred on such Transfer Date and naming Vanderbilt the Company as "Seller" and the Trustee (or a separate trustee) as "Purchaser." ". Each financing statement shall bear a statement on the face thereof indicating that the parties intend the financing statement to evidence a true sale of the Contracts, but that if the transaction is recharacterized as a loan from the described Purchaser to the described Seller, the financing statement is to perfect the described Purchaser's security interest in the Contracts. The Servicer shall cause to be filed all necessary continuation statements for each of the foregoing UCC-1 financing statements. From time to time, the Servicer shall take and cause to be taken such actions and execute such documents as are necessary to perfect and protect the Certificateholders' interests in the Contracts and their proceeds and the Manufactured Homes and any related Mortgaged Property against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title; provided, however, that Vanderbiltthe Company, so long as it is the Servicer, shall not -------- ------- be required to cause notations to be made on any document of title relating to any Manufactured Home or to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt the Company as the lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer Trustee or the Company or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law; provided that the preceding proviso shall not have -------- any effect on the representation and warranty in Section 3.02(k) and Vanderbiltthe Company's obligations in respect thereof in Section 3.05; provided, further, -------- ------- that the Servicer (if Vanderbilt the Company is not the Servicer) shall not be required to protect the Trustee from any liens, claims, charges or other encumbrances on the Contracts, their proceeds or the Manufactured Homes created by Vanderbilt the Company or conveyances of the Contracts or their proceeds by Vanderbiltthe Company. Nothing in the preceding sentence shall be construed to limit the indemnification obligations of the Servicer set forth in Section 10.05 hereof. Vanderbilt The Company agrees to take whatever action is necessary to enable the Servicer to file financing statements and otherwise act to perfect and protect the Certificateholders' interests in the Contracts, the Manufactured Homes and any related Mortgage or Mortgaged Property. In particular, Vanderbilt the Company shall deliver to the Trustee on or before the Closing Date a power of attorney substantially in the form as Exhibit K hereto, authorizing the Trustee to, among other things, record assignments of Mortgages securing Land Secured Contracts. Assuming that Vanderbilt the Company and the Trustee perform such actions as are required at the direction of the Servicer, the Servicer will maintain a perfected first priority security interest in each Manufactured Home and any related Mortgaged Property so long as the related Contract is the property of the Trust Fund; provided, however, that Vanderbiltthe Company, so long -------- ------- as it is the Servicer, shall not be required to cause notations to be made on any document of title relating to any Manufactured Home, to execute any transfer instrument (including, without limitation, any UCC-3 assignments) relating to any Manufactured Home (other than a notation or a transfer instrument necessary to show Vanderbilt the Company as lienholder or legal title holder) or to file documents in real property records with respect to a Manufactured Home or related Contract or any related Mortgaged Property, absent notice from the Servicer Trustee, or the Company or actual knowledge that such Manufactured Home (other than a Manufactured Home securing a Land-and-Home Contract) has become real property under applicable state law. (b) During the term of this Agreement, Vanderbilt shall not change its name, identity, structure or state of incorporation without first giving notice to the Trustee. If any change in Vanderbilt's name, identity, structure or state of incorporation would make any financing or continuation statement or notice of lien filed under this Agreement seriously misleading within the meaning of applicable provisions of the UCC or any title statute, Vanderbilt, no later than five days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Certificateholders' interests in the Contracts and proceeds thereof and in the Manufactured Homes. (c) Vanderbilt hereby represents and warrants that it is incorporated in the State of Tennessee. (d) The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Certificateholders' right, title and interest in and to the Contracts (including, without limitation, the security interest in the Manufactured Homes granted thereby) and any related Mortgages.