Common use of REMIC Compliance Clause in Contracts

REMIC Compliance. The parties intend that the Trust Fund formed hereunder shall constitute, and that the affairs of the Trust Fund shall be conducted so as to qualify it as, a "real estate mortgage investment conduit" as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Servicer shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of the Trust Fund and shall on behalf of the Trust Fund: (a) prepare, file and present to the Trustee to sign, or cause to be prepared, filed and presented to the Trustee to be signed, all required federal tax returns for the Trust Fund, including, but not limited to, Form 1066 using a calendar year as the taxable year for the Trust Fund when and as required by the REMIC Provisions and other applicable federal income tax laws; (b) make an election, on behalf of the Trust Fund, to be treated as a REMIC on the Form 1066 for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports as and when required to be provided to them in accordance with the REMIC Provisions; (d) take such other actions as are necessary or appropriate to maintain the status of the Trust Fund as a REMIC; and (e) serve as tax matters person for the Trust Fund pursuant to Treasury Regulations Section 1.860F-4(d) or serve as attorney-in-fact and agent for any Person that is the tax matters person. Neither the Trustee nor the Servicer shall take any action or omit to take any action if such action or omission (as the case may be) would cause the termination of the REMIC status of the Trust Fund; provided, however, that neither the Trustee nor the Servicer shall be required to take any action if a Responsible Officer of the Trustee or the Servicer, as applicable, in good faith believes such action or omission to be inconsistent with any other provision of this Agreement. Vanderbilt and the Servicer shall cooperate with the Servicer or its agent for such purpose in supplying any information within their control that is necessary to enable the Servicer to perform its duties under this Section. The Holder of the Class R Certificate, by purchasing such Class R Certificate, (a) shall be deemed to consent to the appointment of the Servicer as (i) the tax matters person for the Trust Fund and (ii) the attorney-in-fact and agent for any person that is the tax matters person if the Servicer is unable to serve as the tax matters person and (b) agrees to execute any documents required to give effect to clause (a) of this sentence. The Holder of the Class R Certificate, by purchasing such Class R Certificate, agrees to give the Servicer written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations section 1.67-3T(a)(2)(i)(A) immediately upon becoming the Holder of the Class R Certificate, if it is, or is holding the Class R Certificate on behalf of, a "pass-through interest holder." In the event that any tax, including interest, penalties, additional amounts or additions to tax (a "Tax"), is imposed on the Trust Fund, such tax shall be charged against amounts otherwise required to be distributed on the Class R Certificate. The Servicer shall notify the Trustee if any Tax is imposed on the Trust Fund and the amount of any such Tax. The Trustee is hereby authorized to retain, or cause the Paying Agent to retain, from amounts otherwise required to be distributed on the Class R Certificate, sufficient funds to pay or provide for the payment of, and to actually pay, or cause the Paying Agent to pay, such Tax as is legally owed by the Trust Fund (but such authorization shall not prevent the Trustee from contesting any such Tax in appropriate proceedings, and withholding payment of such Tax, if permitted by law, pending the outcome of such proceedings). To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of any tax imposed on gain realized from any prohibited transaction (as defined in the REMIC Provisions), the Trustee is hereby authorized to and, upon the receipt of written notice of the existence of any tax liability, shall segregate, into a separate non-interest-bearing account, the net income from such prohibited transactions and pay, or cause the Paying Agent to pay, such Tax. In the event any (i) amounts initially retained from amounts required to be distributed on the Class R Certificate and (ii) income so segregated and applied towards the payment of such Tax shall not be sufficient to pay such Tax in its entirety, the amount of the shortfall shall be paid from funds in each Certificate Account after distributions of principal and interest to the related Certificateholders pursuant to Section 6.01 in respect of the related Remittance Date notwithstanding anything to the contrary contained herein. To the extent any such segregated income or funds from the Certificate Account are paid to the Internal Revenue Service, the Trustee shall retain, or cause to be retained, an amount equal to the amount of such income or funds so paid from future amounts otherwise required to be distributed on the Class R Certificate and shall deposit such retained amounts in the Certificate Account for distribution to the Holders of Certificates other than the Class R Certificate. Except as provided in Section 3.05 and except in connection with REO Property, the Trustee shall not sell any Contract or any other asset of the Trust Fund unless either (i) it has received an Opinion of Counsel to the effect that such sale will not result in the imposition of taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, or (ii) the proceeds of such sale, net of any related taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, will at least equal the Repurchase Price of such Contract. In the event that any Manufactured Home is acquired in a repossession or foreclosure (an "REO Property"), the Servicer shall sell any REO Property within 3 years of its acquisition by the Trust Fund, unless, at the request and expense of the Servicer, the Servicer seeks, and subsequently receives, an Opinion of Counsel, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to 3 years after its acquisition will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in Section 860F of the Code or cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. The Servicer shall manage, conserve, protect and operate each REO Property solely for the purpose of its prompt disposition and sale in a manner that does not cause any such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) or result in the receipt by the REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Servicer and the Certificateholders for the period prior to the sale of such REO Property. The Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each REO Property an account held in trust for the Trustee for the benefit of the Certificateholders (each, an "REO Account"), which shall be an Eligible Account. The Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in each REO Account by the depository. The Servicer shall deposit, or cause to be deposited, within two Business Days after receipt on a daily basis in each REO Account all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property. On or before each Determination Date, the Servicer shall withdraw from each REO Account and deliver to the Trustee for deposit into the Certificate Account the income from the REO Property on deposit in the REO Account, net of its reasonable fees and expenses. The disposition of REO Property shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities. The proceeds from the REO disposition, net of any reimbursement to the Servicer as provided above, shall be deposited in the REO Account and shall be deposited in the Certificate Account when the related Contract becomes a Liquidated Contract.

REMIC Compliance. The parties intend that the Trust Fund formed hereunder shall constitute, and that the affairs of the Trust Fund shall be conducted so as to qualify it as, a "real estate mortgage investment conduit" as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Servicer shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of the Trust Fund and shall on behalf of the Trust Fund: (a) prepare, file and present to the Trustee to sign, or cause to be prepared, filed and presented to the Trustee to be signed, all required federal tax returns for the Trust Fund, including, but not limited to, Form 1066 using a calendar year as the taxable year for the Trust Fund when and as required by the REMIC Provisions and other applicable federal income tax laws; (b) make an election, on behalf of the Trust Fund, to be treated as a REMIC on the Form 1066 for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports as and when required to be provided to them in accordance with the REMIC Provisions; (d) take such other actions as are necessary or appropriate to maintain the status of the Trust Fund as a REMIC; and (e) serve as tax matters person for the Trust Fund pursuant to Treasury Regulations Section 1.860F-4(d) or serve as attorney-in-fact and agent for any Person that is the tax matters person. Neither the Trustee nor the Servicer shall take any action or omit to take any action if such action or omission (as the case may be) would cause the termination of the REMIC status of the Trust Fund; provided, however, that neither the Trustee nor the Servicer shall be required to take any action if a Responsible Officer of the Trustee or the Servicer, as applicable, in good faith believes such action or omission to be inconsistent with any other provision of this Agreement. Vanderbilt The Company and the Servicer shall cooperate with the Servicer or its agent for such purpose in supplying any information within their control that is necessary to enable the Servicer to perform its duties under this Section. The Holder of the Class R Certificate, by purchasing such Class R Certificate, (a) shall be deemed to consent to the appointment of the Servicer as (i) the tax matters person for the Trust Fund and (ii) the attorney-in-fact and agent for any person that is the tax matters person if the Servicer is unable to serve as the tax matters person and (b) agrees to execute any documents required to give effect to clause (a) of this sentence. The Holder of the Class R Certificate, by purchasing such Class R Certificate, agrees to give the Servicer written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations section 1.67-3T(a)(2)(i)(A) immediately upon becoming the Holder of the Class R Certificate, if it is, or is holding the Class R Certificate on behalf of, a "pass-through interest holder." In the event that any tax, including interest, penalties, additional amounts or additions to tax (a "Tax"), is imposed on the Trust Fund, such tax shall be charged against amounts otherwise required to be distributed on the Class R Certificate. The Servicer shall notify the Trustee if any Tax is imposed on the Trust Fund and the amount of any such Tax. The Trustee is hereby authorized to retain, or cause the Paying Agent to retain, from amounts otherwise required to be distributed on the Class R Certificate, sufficient funds to pay or provide for the payment of, and to actually pay, or cause the Paying Agent to pay, such Tax as is legally owed by the Trust Fund (but such authorization shall not prevent the Trustee from contesting any such Tax in appropriate proceedings, and withholding payment of such Tax, if permitted by law, pending the outcome of such proceedings). To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of any tax imposed on gain realized from any prohibited transaction (as defined in the REMIC Provisions), the Trustee is hereby authorized to and, upon the receipt of written notice of the existence of any tax liability, shall segregate, into a separate non-interest-bearing account, the net income from such prohibited transactions and pay, or cause the Paying Agent to pay, such Tax. In the event any (i) amounts initially retained from amounts required to be distributed on the Class R Certificate and (ii) income so segregated and applied towards the payment of such Tax shall not be sufficient to pay such Tax in its entirety, the amount of the shortfall shall be paid from funds in each Certificate Account after distributions of principal and interest to the related Certificateholders pursuant to Section 6.01 in respect of the related Remittance Date notwithstanding anything to the contrary contained herein. To the extent any such segregated income or funds from one of the Certificate Account Accounts are paid to the Internal Revenue Service, the Trustee shall retain, or cause to be retained, an amount equal to the amount of such income or funds so paid from future amounts otherwise required to be distributed on the Class R Certificate and shall deposit such retained amounts in the such Certificate Account for distribution to the Holders of Certificates other than the Class R Certificate. Except as provided in Section 3.05 and except in connection with REO Property, the Trustee shall not sell any Contract or any other asset of the Trust Fund unless either (i) it has received an Opinion of Counsel to the effect that such sale will not result in the imposition of taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, or (ii) the proceeds of such sale, net of any related taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, will at least equal the Repurchase Price of such Contract. In the event that any Manufactured Home is acquired in a repossession or foreclosure (an "REO Property"), the Servicer shall sell any REO Property within 3 two years of its acquisition by the Trust Fund, unless, at the request and expense of the Servicer, the Servicer seeks, and subsequently receives, an Opinion of Counsel, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to 3 two years after its acquisition will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in Section 860F of the Code or cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. The Servicer shall manage, conserve, protect and operate each REO Property solely for the purpose of its prompt disposition and sale in a manner that does not cause any such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) or result in the receipt by the REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Servicer and the Certificateholders for the period prior to the sale of such REO Property. The Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each REO Property an account held in trust for the Trustee for the benefit of the Certificateholders (each, an "REO Account"), which shall be an Eligible Account. The Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in each REO Account by the depository. The Servicer shall deposit, or cause to be deposited, within two Business Days after receipt on a daily basis in each REO Account all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property. On or before each Determination Date, the Servicer shall withdraw from each REO Account and deliver to the Trustee for deposit into the related Certificate Account the income from the REO Property on deposit in the REO Account, net of its reasonable fees and expenses. The disposition of REO Property shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities. The proceeds from the REO disposition, net of any reimbursement to the Servicer as provided above, shall be deposited in the REO Account and shall be deposited in the related Certificate Account when the related Contract becomes a Liquidated Contract.

REMIC Compliance. The parties intend that the Trust Fund formed hereunder shall constitute, and that the affairs of the Trust Fund shall be conducted so as to qualify it as, a "real estate mortgage investment conduit" as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Servicer shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of the Trust Fund and shall on behalf of the Trust Fund: (a) prepare, file and present to the Trustee to sign, or cause to be prepared, filed and presented to the Trustee to be signed, all required federal tax returns for the Trust Fund, including, but not limited to, Form 1066 using a calendar year as the taxable year for the Trust Fund when and as required by the REMIC Provisions and other applicable federal income tax laws; (b) make an election, on behalf of the Trust Fund, to be treated as a REMIC on the Form 1066 for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports as and when required to be provided to them in accordance with the REMIC Provisions; (d) take such other actions as are necessary or appropriate to maintain the status of the Trust Fund as a REMIC; and (e) serve as tax matters person for the Trust Fund pursuant to Treasury Regulations Section 1.860F-4(d) or serve as attorney-in-fact and agent for any Person that is the tax matters person. Neither the Trustee nor the Servicer shall take any action or omit to take any action if such action or omission (as the case may be) would cause the termination of the REMIC status of the Trust Fund; provided, however, that neither the Trustee nor the Servicer shall be required to take any action if a Responsible Officer of the Trustee or the Servicer, as applicable, in good faith believes such action or omission to be inconsistent with any other provision of this Agreement. Vanderbilt The Company and the Servicer shall cooperate with the Servicer or its agent for such purpose in supplying any information within their control that is necessary to enable the Servicer to perform its duties under this Section. The Holder of the Class R Certificate, by purchasing such Class R Certificate, (a) shall be deemed to consent to the appointment of the Servicer as (i) the tax matters person for the Trust Fund and (ii) the attorney-in-fact and agent for any person that is the tax matters person if the Servicer is unable to serve as the tax matters person and (b) agrees to execute any documents required to give effect to clause (a) of this sentence. The Holder of the Class R Certificate, by purchasing such Class R Certificate, agrees to give the Servicer written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations section 1.67-3T(a)(2)(i)(A) immediately upon becoming the Holder of the Class R Certificate, if it is, or is holding the Class R Certificate on behalf of, a "pass-through interest holder." In the event that any tax, including interest, penalties, additional amounts or additions to tax (a "Tax"), is imposed on the Trust Fund, such tax shall be charged against amounts otherwise required to be distributed on the Class R Certificate. The Servicer shall notify the Trustee if any Tax is imposed on the Trust Fund and the amount of any such Tax. The Trustee is hereby authorized to retain, or cause the Paying Agent to retain, from amounts otherwise required to be distributed on the Class R Certificate, sufficient funds to pay or provide for the payment of, and to actually pay, or cause the Paying Agent to pay, such Tax as is legally owed by the Trust Fund (but such authorization shall not prevent the Trustee from contesting any such Tax in appropriate proceedings, and withholding payment of such Tax, if permitted by law, pending the outcome of such proceedings). To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of any tax imposed on gain realized from any prohibited transaction (as defined in the REMIC Provisions), the Trustee is hereby authorized to and, upon the receipt of written notice of the existence of any tax liability, shall segregate, into a separate non-interest-bearing account, the net income from such prohibited transactions and pay, or cause the Paying Agent to pay, such Tax. In the event any (i) amounts initially retained from amounts required to be distributed on the Class R Certificate and (ii) income so segregated and applied towards the payment of such Tax shall not be sufficient to pay such Tax in its entirety, the amount of the shortfall shall be paid from funds in each Certificate Account after distributions of principal and interest to the related Certificateholders pursuant to Section 6.01 in respect of the related Remittance Date notwithstanding anything to the contrary contained herein. To the extent any such segregated income or funds from the Certificate Account are paid to the Internal Revenue Service, the Trustee shall retain, or cause to be retained, an amount equal to the amount of such income or funds so paid from future amounts otherwise required to be distributed on the Class R Certificate and shall deposit such retained amounts in the Certificate Account for distribution to the Holders of Certificates other than the Class R Certificate. Except as provided in Section 3.05 and except in connection with REO Property, the Trustee shall not sell any Contract or any other asset of the Trust Fund unless either (i) it has received an Opinion of Counsel to the effect that such sale will not result in the imposition of taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, or (ii) the proceeds of such sale, net of any related taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, will at least equal the Repurchase Price of such Contract. In the event that any Manufactured Home is acquired in a repossession or foreclosure (an "REO Property"), the Servicer shall sell any REO Property within 3 years of its acquisition by the Trust Fund, unless, at the request and expense of the Servicer, the Servicer seeks, and subsequently receives, an Opinion of Counsel, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to 3 years after its acquisition will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in Section 860F of the Code or cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. The Servicer shall manage, conserve, protect and operate each REO Property solely for the purpose of its prompt disposition and sale in a manner that does not cause any such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) or result in the receipt by the REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Servicer and the Certificateholders for the period prior to the sale of such REO Property. The Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each REO Property an account held in trust for the Trustee for the benefit of the Certificateholders (each, an "REO Account"), which shall be an Eligible Account. The Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in each REO Account by the depository. The Servicer shall deposit, or cause to be deposited, within two Business Days after receipt on a daily basis in each REO Account all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property. On or before each Determination Date, the Servicer shall withdraw from each REO Account and deliver to the Trustee for deposit into the Certificate Account the income from the REO Property on deposit in the REO Account, net of its reasonable fees and expenses. The disposition of REO Property shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities. The proceeds from the REO disposition, net of any reimbursement to the Servicer as provided above, shall be deposited in the REO Account and shall be deposited in the Certificate Account when the related Contract becomes a Liquidated Contract.

REMIC Compliance. The parties intend that the Trust Fund REMIC formed hereunder shall constitute, and that the affairs of the Trust Fund REMIC shall be conducted so as to qualify it as, a "real estate mortgage investment conduit" as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall and, with respect to clauses (d) and (e) in this paragraph, the Trustee covenants and agrees that it shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of the Trust Fund and shall on behalf of the Trust Fund: (a) prepare, file and present to the Trustee to sign, or cause to be prepared, filed prepared and presented to the Trustee to be signedfiled, all required federal tax returns for the Trust Fund, including, but not limited to, Form 1066 (which must be signed by the Trustee) and Schedule Q, using a calendar year as the taxable year for the Trust Fund when and as required by the REMIC Provisions and other applicable federal income tax laws; (b) make cause an electionelection to be made, on behalf of the Trust FundTrust, to be treated as a REMIC on the Form 1066 federal information tax return of the Trust for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, forward or cause to be prepared and forwarded, to the Certificateholders all information reports as and when required to be provided to them in accordance with the REMIC Provisions; (d) take such other actions conduct the affairs of the Trust at all times that any Certificate is outstanding so as are necessary or appropriate to maintain the status of the Trust Fund REMIC as a REMICREMIC under the REMIC Provisions; and (e) serve as tax matters person for the Trust Fund pursuant to Treasury Regulations Section 1.860F-4(d) not knowingly or serve as attorney-in-fact and agent for any Person that is the tax matters person. Neither the Trustee nor the Servicer shall intentionally take any action or omit to take any action if such action or omission (as the case may be) that would cause the termination of the REMIC status of the Trust Fund; providedTrust. The Master Servicer covenants and agrees that it shall, howeverto the extent permitted by law, that neither act as agent (and the Trustee nor the Master Servicer shall be required is hereby appointed to take any action if a Responsible Officer act as agent) on behalf of the Trustee or Trust and in such capacity it shall: (i) pay the Servicer, as applicable, in good faith believes such action or omission amount of any federal income tax (to be inconsistent with any other provision of this Agreement. Vanderbilt and the Servicer shall cooperate with the Servicer or its agent for such purpose in supplying any information within their control extent that is necessary funds distributable to enable the Servicer to perform its duties under this Section. The Holder of the Class R Certificate, by purchasing such Class R Certificate, (a) shall be deemed to consent to the appointment of the Servicer as (i) the tax matters person for the Trust Fund and (ii) the attorney-in-fact and agent for any person that is the tax matters person if the Servicer is unable to serve as the tax matters person and (b) agrees to execute any documents required to give effect to clause (a) of this sentence. The Holder of the Class R Certificate, by purchasing such Class R Certificate, agrees to give the Servicer written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations section 1.67-3T(a)(2)(i)(A) immediately upon becoming the Holder of the Class R Certificate, if it is, or is holding the Class R Certificate on behalf of, a "pass-through interest holder." In the event that any taxCertificateholders are not available), including interest, penalties, additional amounts or additions prohibited transaction penalty taxes (exclusive of any such tax charged to tax CIT Consumer Finance (a "Tax"if CIT Consumer Finance is not the Master Servicer) pursuant to Section 3.05 and 4.03), is imposed on the Trust Fund, such tax when and as the same shall be charged against amounts otherwise required to be distributed on the Class R Certificate. The Servicer shall notify the Trustee if any Tax is imposed on the Trust Fund due and the amount of any such Tax. The Trustee is hereby authorized to retain, or cause the Paying Agent to retain, from amounts otherwise required to be distributed on the Class R Certificate, sufficient funds to pay or provide for the payment of, and to actually pay, or cause the Paying Agent to pay, such Tax as is legally owed by the Trust Fund payable (but such authorization obligation shall not prevent the Trustee Master Servicer or any other appropriate Person from contesting any such Tax tax in appropriate proceedings, proceedings and shall not prevent the Master Servicer from withholding payment of such Taxtax, if permitted by law, pending the outcome of such proceedings). To ; (ii) conduct the extent affairs of the Trust at all times that sufficient amounts cannot be any Certificate is outstanding so retained as to pay or provide for maintain the payment status of any tax imposed on gain realized from any prohibited transaction (the Trust REMIC as defined in a REMIC under the REMIC Provisions), ; and (iii) not knowingly or intentionally take any action or omit to take any action that would cause the Trustee is hereby authorized to and, upon the receipt of written notice termination of the existence REMIC status of any tax liability, shall segregate, into a separate non-interest-bearing account, the net income from such prohibited transactions and pay, or cause the Paying Agent to pay, such TaxTrust REMIC. In the event that any (itax is imposed on "prohibited transactions" of the Trust as defined in Section 860F(a)(2) of the Code or on "contributions after startup date" as defined in Section 860G(d) of the Code, such tax shall be charged against amounts initially retained from amounts required otherwise distributable to be distributed on the Holders of the Class R Certificate and (ii) income so segregated and applied towards the payment of such Tax shall not be sufficient to pay such Tax Certificates in its entirety, the amount of the shortfall shall be paid from funds in each Certificate Account after distributions of principal and interest accordance with their Percentage Interests to the related Certificateholders pursuant to Section 6.01 in respect of the related Remittance Date notwithstanding extent hereinafter provided. Notwithstanding anything to the contrary contained herein. To the extent any such segregated income or funds from the Certificate Account are paid to the Internal Revenue Service, the Trustee Master Servicer shall retain, or cause to be retained, an amount equal to the amount of such income or funds so paid retain from future amounts otherwise required to be distributed on the Class R Certificate and shall deposit such retained amounts in the Certificate Account for distribution distributable to the Holders of Certificates other than the Class R Certificate. Except as provided in Certificates on any Distribution Date sufficient funds for the payment of such tax, including without limitation any tax payable pursuant to Section 3.05 and except in connection with REO Property4.03, and shall pay such amount to the Trustee shall or, if the Master Servicer (other than as a Class R Certificateholder) has paid such tax, reimburse the Master Servicer therefor (to the extent that the Master Servicer has not sell been previously reimbursed or indemnified therefor). The Master Servicer agrees first to seek indemnification for any Contract or such tax payment from any other asset indemnifying parties before reimbursing itself from amounts otherwise distributable to the Holders of the Trust Fund unless either (i) it has received an Opinion of Counsel to the effect that such sale will not result in the imposition of taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, or (ii) the proceeds of such sale, net of any related taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, will at least equal the Repurchase Price of such ContractClass R Certificates. In the event that any Manufactured Home Mortgaged Property is acquired in a repossession foreclosure or foreclosure other realization procedure (an "REO Property"), the Master Servicer shall sell any such REO Property within 3 two years of its acquisition by the Trust FundTrust, unless, at unless the request and expense of the Servicer, the Master Servicer seeks, and subsequently receives, an Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to 3 two years after its acquisition will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in Section 860F of the Code or cause the Trust Fund REMIC to fail to qualify as a REMIC at any time that any Offered Certificates or Class B-2 Certificates are outstanding. The Master Servicer shall manage, conserve, protect and operate each REO Property solely for the purpose of its prompt disposition and sale in a manner such that does not cause any such REO Property to fail to it will qualify as "foreclosure property" within the meaning of Section 860G(a)(8) or and will not result in the receipt by the REMIC of any "income from non-permitted nonpermitted assets" within the meaning of Section 860F(a)(2)(B) of or the Code or any "net income from foreclosure property" which is subject to taxation under the REMIC ProvisionsCode. Pursuant to its efforts to sell such REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve such REO Property in the same manner and to such extent as it is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Master Servicer deems to be in the best interest of the Master Servicer and the Certificateholders for the period prior to the sale of such REO Property. The Master Servicer shall segregate and hold deposit all funds collected and received Liquidation Proceeds in connection the Certificate Account in accordance with Section 5.05(a). The Master Servicer shall include with its Monthly Report to the operation of any REO Property Trustee a separate and apart from its own funds and general assets and shall establish and maintain report specifying, with respect to each REO Property an account held in trust for the Trustee for the benefit of the Certificateholders (each, an "REO Account"), which shall be an Eligible Account. The Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in each REO Account by the depository. The Servicer shall deposit, or cause to be deposited, within two Business Days after receipt on a daily basis in each REO Account all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property. On or before each Determination Date, the Servicer shall withdraw from each REO Account and deliver to the Trustee for deposit into the Certificate Account the income from the REO Property on deposit in the REO Account, net of its reasonable fees and expenses. The disposition of REO Property shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities. The proceeds from the REO disposition, net of any reimbursement to the Servicer as provided above, shall be deposited in the REO Account and shall be deposited in the Certificate Account when the related Contract Mortgage Loan that becomes a Liquidated ContractMortgage during the prior Due Period, the unpaid principal balance and the Liquidation Proceeds for such Mortgage Loan.

REMIC Compliance. The parties intend that the Trust Fund ---------------- formed hereunder shall constitute, and that the affairs of the Trust Fund shall be conducted so as to qualify it as, a "real estate mortgage investment conduit" as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Servicer shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of the Trust Fund and shall on behalf of the Trust Fund: (a) prepare, file and present to the Trustee to sign, or cause to be prepared, filed and presented to the Trustee to be signed, all required federal tax returns for the Trust Fund, including, but not limited to, Form 1066 using a calendar year as the taxable year for the Trust Fund when and as required by the REMIC Provisions and other applicable federal income tax laws; (b) make an election, on behalf of the Trust Fund, to be treated as a REMIC on the Form 1066 for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports as and when required to be provided to them in accordance with the REMIC Provisions; (d) take such other actions as are necessary or appropriate to maintain the status of the Trust Fund as a REMIC; and (e) serve as tax matters person for the Trust Fund pursuant to Treasury Regulations Section 1.860F-4(d) or serve as attorney-in-fact and agent for any Person that is the tax matters person. Neither the Trustee nor the Servicer shall take any action or omit to take any action if such action or omission (as the case may be) would cause the termination of the REMIC status of the Trust Fund; provided, however, that neither the Trustee nor the -------- ------- Servicer shall be required to take any action if a Responsible Officer of the Trustee or the Servicer, as applicable, in good faith believes such action or omission to be inconsistent with any other provision of this Agreement. Vanderbilt The Company and the Servicer shall cooperate with the Servicer or its agent for such purpose in supplying any information within their control that is necessary to enable the Servicer to perform its duties under this Section. The Holder of the Class R Certificate, by purchasing such Class R Certificate, (a) shall be deemed to consent to the appointment of the Servicer as (i) the tax matters person for the Trust Fund and (ii) the attorney-in-fact and agent for any person that is the tax matters person if the Servicer is unable to serve as the tax matters person and (b) agrees to execute any documents required to give effect to clause (a) of this sentence. The Holder of the Class R Certificate, by purchasing such Class R Certificate, agrees to give the Servicer written notice that it is a "pass-pass- through interest holder" within the meaning of Temporary Treasury Regulations section 1.67-3T(a)(2)(i)(A) immediately upon becoming the Holder of the Class R Certificate, if it is, or is holding the Class R Certificate on behalf of, a "pass-through interest holder." In the event that any tax, including interest, penalties, additional amounts or additions to tax (a "Tax"), is imposed on the Trust Fund, such tax shall be charged against amounts otherwise required to be distributed on the Class R Certificate. The Servicer shall notify the Trustee if any Tax is imposed on the Trust Fund and the amount of any such Tax. The Trustee is hereby authorized to retain, or cause the Paying Agent to retain, from amounts otherwise required to be distributed on the Class R Certificate, sufficient funds to pay or provide for the payment of, and to actually pay, or cause the Paying Agent to pay, such Tax as is legally owed by the Trust Fund (but such authorization shall not prevent the Trustee from contesting any such Tax in appropriate proceedings, and withholding payment of such Tax, if permitted by law, pending the outcome of such proceedings). To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of any tax imposed on gain realized from any prohibited transaction (as defined in the REMIC Provisions), the Trustee is hereby authorized to and, upon the receipt of written notice of the existence of any tax liability, shall segregate, into a separate non-interest-bearing account, the net income from such prohibited transactions and pay, or cause the Paying Agent to pay, such Tax. In the event any (i) amounts initially retained from amounts required to be distributed on the Class R Certificate and (ii) income so segregated and applied towards the payment of such Tax shall not be sufficient to pay such Tax in its entirety, the amount of the shortfall shall be paid from funds in each Certificate Account after distributions of principal and interest to the related Certificateholders pursuant to Section 6.01 in respect of the related Remittance Date notwithstanding anything to the contrary contained herein. To the extent any such segregated income or funds from one of the Certificate Account Accounts are paid to the Internal Revenue Service, the Trustee shall retain, or cause to be retained, an amount equal to the amount of such income or funds so paid from future amounts otherwise required to be distributed on the Class R Certificate and shall deposit such retained amounts in the such Certificate Account for distribution to the Holders of Certificates other than the Class R Certificate. Except as provided in Section 3.05 and except in connection with REO Property, the Trustee shall not sell any Contract or any other asset of the Trust Fund unless either (i) it has received an Opinion of Counsel to the effect that such sale will not result in the imposition of taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, or (ii) the proceeds of such sale, net of any related taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, will at least equal the Repurchase Price of such Contract. In the event that any Manufactured Home is acquired in a repossession or foreclosure (an "REO Property"), the Servicer shall sell any REO Property within 3 two years of its acquisition by the Trust Fund, unless, at the request and expense of the Servicer, the Servicer seeks, and subsequently receives, an Opinion of Counsel, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to 3 two years after its acquisition will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in Section 860F of the Code or cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. The Servicer shall manage, conserve, protect and operate each REO Property solely for the purpose of its prompt disposition and sale in a manner that does not cause any such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) or result in the receipt by the REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Servicer and the Certificateholders for the period prior to the sale of such REO Property. The Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each REO Property an account held in trust for the Trustee for the benefit of the Certificateholders (each, an "REO Account"), which shall be an Eligible Account. The Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in each REO Account by the depository. The Servicer shall deposit, or cause to be deposited, within two Business Days after receipt on a daily basis in each REO Account all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property. On or before each Determination Date, the Servicer shall withdraw from each REO Account and deliver to the Trustee for deposit into the related Certificate Account the income from the REO Property on deposit in the REO Account, net of its reasonable fees and expenses. The disposition of REO Property shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities. The proceeds from the REO disposition, net of any reimbursement to the Servicer as provided above, shall be deposited in the REO Account and shall be deposited in the related Certificate Account when the related Contract becomes a Liquidated Contract.

REMIC Compliance. The parties intend that the Trust Fund formed hereunder shall constitute, and that the affairs of the Trust Fund shall be conducted so as to qualify it as, a "real estate mortgage investment conduit" as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Servicer shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of the Trust Fund and shall on behalf of the Trust Fund: (a) prepare, file and present to the Trustee to sign, or cause to be prepared, filed and presented to the Trustee to be signed, all required federal tax returns for the Trust Fund, including, but not limited to, Form 1066 using a calendar year as the taxable year for the Trust Fund when and as required by the REMIC Provisions and other applicable federal income tax laws; (b) make an election, on behalf of the Trust Fund, to be treated as a REMIC on the Form 1066 for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports as and when required to be provided to them in accordance with the REMIC Provisions; (d) take such other actions as are necessary or appropriate to maintain the status of the Trust Fund as a REMIC; and (e) serve as tax matters person for the Trust Fund pursuant to Treasury Regulations Section 1.860F-4(d) or serve as attorney-in-fact and agent for any Person that is the tax matters person. Neither the Trustee nor the Servicer shall take any action or omit to take any action if such action or omission (as the case may be) would cause the termination of the REMIC status of the Trust Fund; provided, however, that neither the Trustee nor the Servicer shall be required to take any action if a Responsible Officer of the Trustee or the Servicer, as applicable, in good faith believes such action or omission to be inconsistent with any other provision of this Agreement. Vanderbilt The Company and the Servicer shall cooperate with the Servicer or its agent for such purpose in supplying any information within their control that is necessary to enable the Servicer to perform its duties under this Section. The Holder of the Class R Certificate, by purchasing such Class R Certificate, (a) shall be deemed to consent to the appointment of the Servicer as (i) the tax matters person for the Trust Fund and (ii) the attorney-in-fact and agent for any person that is the tax matters person if the Servicer is unable to serve as the tax matters person and (b) agrees to execute any documents required to give effect to clause (a) of this sentence. The Holder of the Class R Certificate, by purchasing such Class R Certificate, agrees to give the Servicer written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations section 1.67-3T(a)(2)(i)(A) immediately upon becoming the Holder of the Class R Certificate, if it is, or is holding the Class R Certificate on behalf of, a "pass-through interest holder." In the event that any tax, including interest, penalties, additional amounts or additions to tax (a "Tax"), is imposed on the Trust Fund, such tax shall be charged against amounts otherwise required to be distributed on the Class R Certificate. The Servicer shall notify the Trustee if any Tax is imposed on the Trust Fund and the amount of any such Tax. The Trustee is hereby authorized to retain, or cause the Paying Agent to retain, from amounts otherwise required to be distributed on the Class R Certificate, sufficient funds to pay or provide for the payment of, and to actually pay, or cause the Paying Agent to pay, such Tax as is legally owed by the Trust Fund (but such authorization shall not prevent the Trustee Servicer from contesting any such Tax in appropriate proceedings, and withholding payment of such Tax, if permitted by law, pending the outcome of such proceedings). To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of any tax imposed on gain realized from any prohibited transaction (as defined in the REMIC Provisions), the Trustee is hereby authorized to and, upon the receipt of written notice of the existence of any tax liability, shall segregate, into a separate non-interest-bearing account, the net income from such prohibited transactions and pay, or cause the Paying Agent to pay, such Tax. In the event any (i) amounts initially retained from amounts required to be distributed on the Class R Certificate and (ii) income so segregated and applied towards the payment of such Tax shall not be sufficient to pay such Tax in its entirety, the amount of the shortfall shall be paid from funds in each Certificate Account after distributions of principal and interest to the related Certificateholders pursuant to Section 6.01 in respect of the related Remittance Date notwithstanding anything to the contrary contained herein. To the extent any such segregated income or funds from one of the Certificate Account Accounts are paid to the Internal Revenue Service, the Trustee shall retain, or cause to be retained, an amount equal to the amount of such income or funds so paid from future amounts otherwise required to be distributed on the Class R Certificate and shall deposit such retained amounts in the such Certificate Account for distribution to the Holders of Certificates other than the Class R Certificate. Except as provided in Section 3.05 and except in connection with REO Property, the Trustee Servicer shall not sell any Contract or any other asset of the Trust Fund unless either (i) it has received an Opinion of Counsel to the effect that such sale will not result in the imposition of taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, or (ii) the proceeds of such sale, net of any related taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, will at least equal the Repurchase Price of such Contract. In the event that any Manufactured Home is acquired in a repossession or foreclosure (an "REO Property"), the Servicer shall sell any REO Property within 3 two years of its acquisition by the Trust Fund, unless, at the request and expense of the Servicer, the Servicer seeks, and subsequently receives, an Opinion of Counsel, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to 3 two years after its acquisition will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in Section 860F of the Code or cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. The Servicer shall manage, conserve, protect and operate each REO Property solely for the purpose of its prompt disposition and sale in a manner that does not cause any such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) or result in the receipt by the REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Servicer and the Certificateholders for the period prior to the sale of such REO Property. The Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each REO Property an account held in trust for the Trustee for the benefit of the Certificateholders (each, an "REO Account"), which shall be an Eligible Account. The Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in each REO Account by the depository. The Servicer shall deposit, or cause to be deposited, within two Business Days after receipt on a daily basis in each REO Account all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property. On or before each Determination Date, the Servicer shall withdraw from each REO Account and deliver to the Trustee for deposit into the related Certificate Account the income from the REO Property on deposit in the REO Account, net of its reasonable fees and expenses. The disposition of REO Property shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities. The proceeds from the REO disposition, net of any reimbursement to the Servicer as provided above, shall be deposited in the REO Account and shall be deposited in the related Certificate Account when the related Contract becomes a Liquidated Contract.

REMIC Compliance. The parties intend that the Trust Fund ---------------- formed hereunder shall constitute, and that the affairs of the Trust Fund shall be conducted so as to qualify it as, a "real estate mortgage investment conduit" as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Servicer shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of the Trust Fund and shall on behalf of the Trust Fund: (a) prepare, file and present to the Trustee to sign, or cause to be prepared, filed and presented to the Trustee to be signed, all required federal tax returns for the Trust Fund, including, but not limited to, Form 1066 using a calendar year as the taxable year for the Trust Fund when and as required by the REMIC Provisions and other applicable federal income tax laws; (b) make an election, on behalf of the Trust Fund, to be treated as a REMIC on the Form 1066 for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports as and when required to be provided to them in accordance with the REMIC Provisions; (d) take such other actions as are necessary or appropriate to maintain the status of the Trust Fund as a REMIC; and (e) serve as tax matters person for the Trust Fund pursuant to Treasury Regulations Section 1.860F-4(d) or serve as attorney-in-fact and agent for any Person that is the tax matters person. Neither the Trustee nor the Servicer shall take any action or omit to take any action if such action or omission (as the case may be) would cause the termination of the REMIC status of the Trust Fund; provided, however, that neither the Trustee nor the Servicer shall be required -------- ------- to take any action if a Responsible Officer of the Trustee or the Servicer, as applicable, in good faith believes such action or omission to be inconsistent with any other provision of this Agreement. Vanderbilt The Company and the Servicer shall cooperate with the Servicer or its agent for such purpose in supplying any information within their control that is necessary to enable the Servicer to perform its duties under this Section. The Holder of the Class R Certificate, by purchasing such Class R Certificate, (a) shall be deemed to consent to the appointment of the Servicer as (i) the tax matters person for the Trust Fund and (ii) the attorney-in-fact and agent for any person that is the tax matters person if the Servicer is unable to serve as the tax matters person and (b) agrees to execute any documents required to give effect to clause (a) of this sentence. The Holder of the Class R Certificate, by purchasing such Class R Certificate, agrees to give the Servicer written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations section 1.67-3T(a)(2)(i)(A) immediately upon becoming the Holder of the Class R Certificate, if it is, or is holding the Class R Certificate on behalf of, a "pass-through interest holder." In the event that any tax, including interest, penalties, additional amounts or additions to tax (a "Tax"), is imposed on the Trust Fund, such tax shall be charged against amounts otherwise required to be distributed on the Class R Certificate. The Servicer shall notify the Trustee if any Tax is imposed on the Trust Fund and the amount of any such Tax. The Trustee is hereby authorized to retain, or cause the Paying Agent to retain, from amounts otherwise required to be distributed on the Class R Certificate, sufficient funds to pay or provide for the payment of, and to actually pay, or cause the Paying Agent to pay, such Tax as is legally owed by the Trust Fund (but such authorization shall not prevent the Trustee from contesting any such Tax in appropriate proceedings, and withholding payment of such Tax, if permitted by law, pending the outcome of such proceedings). To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of any tax imposed on gain realized from any prohibited transaction (as defined in the REMIC Provisions), the Trustee is hereby authorized to and, upon the receipt of written notice of the existence of any tax liability, shall segregate, into a separate non-interest-bearing account, the net income from such prohibited transactions and pay, or cause the Paying Agent to pay, such Tax. In the event any (i) amounts initially retained from amounts required to be distributed on the Class R Certificate and (ii) income so segregated and applied towards the payment of such Tax shall not be sufficient to pay such Tax in its entirety, the amount of the shortfall shall be paid from funds in each Certificate Account after distributions of principal and interest to the related Certificateholders pursuant to Section 6.01 in respect of the related Remittance Date notwithstanding anything to the contrary contained herein. To the extent any such segregated income or funds from the Certificate Account are paid to the Internal Revenue Service, the Trustee shall retain, or cause to be retained, an amount equal to the amount of such income or funds so paid from future amounts otherwise required to be distributed on the Class R Certificate and shall deposit such retained amounts in the Certificate Account for distribution to the Holders of Certificates other than the Class R Certificate. Except as provided in Section 3.05 and except in connection with REO Property, the Trustee shall not sell any Contract or any other asset of the Trust Fund unless either (i) it has received an Opinion of Counsel to the effect that such sale will not result in the imposition of taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, or (ii) the proceeds of such sale, net of any related taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, will at least equal the Repurchase Price of such Contract. In the event that any Manufactured Home is acquired in a repossession or foreclosure (an "REO Property"), the Servicer shall sell any REO Property within 3 years of its acquisition by the Trust Fund, unless, at the request and expense of the Servicer, the Servicer seeks, and subsequently receives, an Opinion of Counsel, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to 3 years after its acquisition will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in Section 860F of the Code or cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. The Servicer shall manage, conserve, protect and operate each REO Property solely for the purpose of its prompt disposition and sale in a manner that does not cause any such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) or result in the receipt by the REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Servicer and the Certificateholders for the period prior to the sale of such REO Property. The Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each REO Property an account held in trust for the Trustee for the benefit of the Certificateholders (each, an "REO Account"), which shall be an Eligible Account. The Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in each REO Account by the depository. The Servicer shall deposit, or cause to be deposited, within two Business Days after receipt on a daily basis in each REO Account all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property. On or before each Determination Date, the Servicer shall withdraw from each REO Account and deliver to the Trustee for deposit into the Certificate Account the income from the REO Property on deposit in the REO Account, net of its reasonable fees and expenses. The disposition of REO Property shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities. The proceeds from the REO disposition, net of any reimbursement to the Servicer as provided above, shall be deposited in the REO Account and shall be deposited in the Certificate Account when the related Contract becomes a Liquidated Contract.

REMIC Compliance. The parties intend that the Trust Fund formed hereunder shall constitute, and that the affairs of the Trust Fund shall be conducted so as to qualify it as, a "real estate mortgage investment conduit" as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Servicer shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of the Trust Fund and shall on behalf of the Trust Fund: (a) prepare, file and present to the Trustee to sign, or cause to be prepared, filed and presented to the Trustee to be signed, all required federal tax returns for the Trust Fund, including, but not limited to, Form 1066 using a calendar year as the taxable year for the Trust Fund when and as required by the REMIC Provisions and other applicable federal income tax laws; (b) make an election, on behalf of the Trust Fund, to be treated as a REMIC on the Form 1066 for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports as and when required to be provided to them in accordance with the REMIC Provisions; (d) take such other actions as are necessary or appropriate to maintain the status of the Trust Fund as a REMIC; and (e) serve as tax matters person for the Trust Fund pursuant to Treasury Regulations Section 1.860F-4(d) or serve as attorney-in-fact and agent for any Person that is the tax matters person. Neither the Trustee nor the Servicer shall take any action or omit to take any action if such action or omission (as the case may be) would cause the termination of the REMIC status of the Trust Fund; provided, however, that neither the Trustee nor the Servicer shall be required to take any action if a Responsible Officer of the Trustee or the Servicer, as applicable, in good faith believes such action or omission to be inconsistent with any other provision of this Agreement. Vanderbilt and the Servicer shall cooperate with the Servicer or its agent for such purpose in supplying any information within their control that is necessary to enable the Servicer to perform its duties under this Section. The Holder of the Class R Certificate, by purchasing such Class R Certificate, (a) shall be deemed to consent to the appointment of the Servicer as (i) the tax matters person for the Trust Fund and (ii) the attorney-in-fact and agent for any person that is the tax matters person if the Servicer is unable to serve as the tax matters person and (b) agrees to execute any documents required to give effect to clause (a) of this sentence. The Trustee shall treat the rights of the Class AV Certificateholders to receive payments from the Yield Maintenance Account as rights in an interest rate cap contract written by the Yield Maintenance Agreement Provider with respect to the Basis Risk Shortfall Amounts funded by the Yield Maintenance Agreement and amounts paid under priority (xii) of clauses A and B of Section 6.01(a) hereof, in favor of the Class AV Certificateholders. Thus, each Class AV Certificate shall be treated as representing ownership of not only REMIC regular interests, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue price of the related REMIC regular interests, the Trustee shall assume that the Yield Maintenance Agreement has a value of $10,000. The Holder of the Class R Certificate, by purchasing such Class R Certificate, agrees to give the Servicer written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations section 1.67-3T(a)(2)(i)(A) immediately upon becoming the Holder of the Class R Certificate, if it is, or is holding the Class R Certificate on behalf of, a "pass-through interest holder." In the event that any tax, including interest, penalties, additional amounts or additions to tax (a "Tax"), is imposed on the Trust Fund, such tax shall be charged against amounts otherwise required to be distributed on the Class R Certificate. The Servicer shall notify the Trustee if any Tax is imposed on the Trust Fund and the amount of any such Tax. The Trustee is hereby authorized to retain, or cause the Paying Agent to retain, from amounts otherwise required to be distributed on the Class R Certificate, sufficient funds to pay or provide for the payment of, and to actually pay, or cause the Paying Agent to pay, such Tax as is legally owed by the Trust Fund (but such authorization shall not prevent the Trustee from contesting any such Tax in appropriate proceedings, and withholding payment of such Tax, if permitted by law, pending the outcome of such proceedings). To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of any tax imposed on gain realized from any prohibited transaction (as defined in the REMIC Provisions), the Trustee is hereby authorized to and, upon the receipt of written notice of the existence of any tax liability, shall segregate, into a separate non-interest-bearing account, the net income from such prohibited transactions and pay, or cause the Paying Agent to pay, such Tax. In the event any (i) amounts initially retained from amounts required to be distributed on the Class R Certificate and (ii) income so segregated and applied towards the payment of such Tax shall not be sufficient to pay such Tax in its entirety, the amount of the shortfall shall be paid from funds in each Certificate Account after distributions of principal and interest to the related Certificateholders pursuant to Section 6.01 in respect of the related Remittance Date notwithstanding anything to the contrary contained herein. To the extent any such segregated income or funds from the Certificate Account are paid to the Internal Revenue Service, the Trustee shall retain, or cause to be retained, an amount equal to the amount of such income or funds so paid from future amounts otherwise required to be distributed on the Class R Certificate and shall deposit such retained amounts in the Certificate Account for distribution to the Holders of Certificates other than the Class R Certificate. Except as provided in Section 3.05 and except in connection with REO Property, the Trustee shall not sell any Contract or any other asset of the Trust Fund unless either (i) it has received an Opinion of Counsel to the effect that such sale will not result in the imposition of taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, or (ii) the proceeds of such sale, net of any related taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, will at least equal the Repurchase Price of such Contract. In the event that any Manufactured Home is acquired in a repossession or foreclosure (an "REO Property"), the Servicer shall sell any REO Property within 3 years of its acquisition by the Trust Fund, unless, at the request and expense of the Servicer, the Servicer seeks, and subsequently receives, an Opinion of Counsel, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to 3 years after its acquisition will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in Section 860F of the Code or cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. The Servicer shall manage, conserve, protect and operate each REO Property solely for the purpose of its prompt disposition and sale in a manner that does not cause any such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) or result in the receipt by the REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Servicer and the Certificateholders for the period prior to the sale of such REO Property. The Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each REO Property an account held in trust for the Trustee for the benefit of the Certificateholders (each, an "REO Account"), which shall be an Eligible Account. The Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in each REO Account by the depository. The Servicer shall deposit, or cause to be deposited, within two Business Days after receipt on a daily basis in each REO Account all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property. On or before each Determination Date, the Servicer shall withdraw from each REO Account and deliver to the Trustee for deposit into the Certificate Account the income from the REO Property on deposit in the REO Account, net of its reasonable fees and expenses. The disposition of REO Property shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities. The proceeds from the REO disposition, net of any reimbursement to the Servicer as provided above, shall be deposited in the REO Account and shall be deposited in the Certificate Account when the related Contract becomes a Liquidated Contract.

REMIC Compliance. The parties intend that the Trust Fund ---------------- formed hereunder shall constitute, and that the affairs of the Trust Fund shall be conducted so as to qualify it as, a "real estate mortgage investment conduit" as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Servicer shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of the Trust Fund and shall on behalf of the Trust Fund: (a) prepare, file and present to the Trustee to sign, or cause to be prepared, filed and presented to the Trustee to be signed, all required federal tax returns for the Trust Fund, including, but not limited to, Form 1066 using a calendar year as the taxable year for the Trust Fund when and as required by the REMIC Provisions and other applicable federal income tax laws; (b) make an election, on behalf of the Trust Fund, to be treated as a REMIC on the Form 1066 for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports as and when required to be provided to them in accordance with the REMIC Provisions; (d) take such other actions as are necessary or appropriate to maintain the status of the Trust Fund as a REMIC; and (e) serve as tax matters person for the Trust Fund pursuant to Treasury Regulations Section 1.860F-4(d) or serve as attorney-in-fact and agent for any Person that is the tax matters person. Neither the Trustee nor the Servicer shall take any action or omit to take any action if such action or omission (as the case may be) would cause the termination of the REMIC status of the Trust Fund; provided, however, that neither the -------- ------- Trustee nor the Servicer shall be required to take any action if a Responsible Officer of the Trustee or the Servicer, as applicable, in good faith believes such action or omission to be inconsistent with any other provision of this Agreement. Vanderbilt The Company and the Servicer shall cooperate with the Servicer or its agent for such purpose in supplying any information within their control that is necessary to enable the Servicer to perform its duties under this Section. The Holder of the Class R Certificate, by purchasing such Class R Certificate, (a) shall be deemed to consent to the appointment of the Servicer as (i) the tax matters person for the Trust Fund and (ii) the attorney-in-fact and agent for any person that is the tax matters person if the Servicer is unable to serve as the tax matters person and (b) agrees to execute any documents required to give effect to clause (a) of this sentence. The Holder of the Class R Certificate, by purchasing such Class R Certificate, agrees to give the Servicer written notice that it is a "pass-pass- through interest holder" within the meaning of Temporary Treasury Regulations section 1.67-3T(a)(2)(i)(A) immediately upon becoming the Holder of the Class R Certificate, if it is, or is holding the Class R Certificate on behalf of, a "pass-through interest holder." In the event that any tax, including interest, penalties, additional amounts or additions to tax (a "Tax"), is imposed on the Trust Fund, such tax shall be charged against amounts otherwise required to be distributed on the Class R Certificate. The Servicer shall notify the Trustee if any Tax is imposed on the Trust Fund and the amount of any such Tax. The Trustee is hereby authorized to retain, or cause the Paying Agent to retain, from amounts otherwise required to be distributed on the Class R Certificate, sufficient funds to pay or provide for the payment of, and to actually pay, or cause the Paying Agent to pay, such Tax as is legally owed by the Trust Fund (but such authorization shall not prevent the Trustee from contesting any such Tax in appropriate proceedings, and withholding payment of such Tax, if permitted by law, pending the outcome of such proceedings). To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of any tax imposed on gain realized from any prohibited transaction (as defined in the REMIC Provisions), the Trustee is hereby authorized to and, upon the receipt of written notice of the existence of any tax liability, shall segregate, into a separate non-interest-bearing account, the net income from such prohibited transactions and pay, or cause the Paying Agent to pay, such Tax. In the event any (i) amounts initially retained from amounts required to be distributed on the Class R Certificate and (ii) income so segregated and applied towards the payment of such Tax shall not be sufficient to pay such Tax in its entirety, the amount of the shortfall shall be paid from funds in each Certificate Account after distributions of principal and interest to the related Certificateholders pursuant to Section 6.01 in respect of the related Remittance Date notwithstanding anything to the contrary contained herein. To the extent any such segregated income or funds from one of the Certificate Account Accounts are paid to the Internal Revenue Service, the Trustee shall retain, or cause to be retained, an amount equal to the amount of such income or funds so paid from future amounts otherwise required to be distributed on the Class R Certificate and shall deposit such retained amounts in the such Certificate Account for distribution to the Holders of Certificates other than the Class R Certificate. Except as provided in Section 3.05 and except in connection with REO Property, the Trustee shall not sell any Contract or any other asset of the Trust Fund unless either (i) it has received an Opinion of Counsel to the effect that such sale will not result in the imposition of taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, or (ii) the proceeds of such sale, net of any related taxes on "prohibited transactions" on the Trust Fund as defined in Section 860F of the Code, will at least equal the Repurchase Price of such Contract. In the event that any Manufactured Home is acquired in a repossession or foreclosure (an "REO Property"), the Servicer shall sell any REO Property within 3 two years of its acquisition by the Trust Fund, unless, at the request and expense of the Servicer, the Servicer seeks, and subsequently receives, an Opinion of Counsel, addressed to the Trustee and the Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to 3 two years after its acquisition will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in Section 860F of the Code or cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. The Servicer shall manage, conserve, protect and operate each REO Property solely for the purpose of its prompt disposition and sale in a manner that does not cause any such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) or result in the receipt by the REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Servicer and the Certificateholders for the period prior to the sale of such REO Property. The Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each REO Property an account held in trust for the Trustee for the benefit of the Certificateholders (each, an "REO Account"), which shall be an Eligible Account. The Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in each REO Account by the depository. The Servicer shall deposit, or cause to be deposited, within two Business Days after receipt on a daily basis in each REO Account all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property. On or before each Determination Date, the Servicer shall withdraw from each REO Account and deliver to the Trustee for deposit into the related Certificate Account the income from the REO Property on deposit in the REO Account, net of its reasonable fees and expenses. The disposition of REO Property shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities. The proceeds from the REO disposition, net of any reimbursement to the Servicer as provided above, shall be deposited in the REO Account and shall be deposited in the related Certificate Account when the related Contract becomes a Liquidated Contract.