Common use of Repurchases of Contracts or Substitution of Contracts for Breach of Representations and Warranties Clause in Contracts

Repurchases of Contracts or Substitution of Contracts for Breach of Representations and Warranties. (a) Vanderbilt shall either (i) repurchase a Contract at its Repurchase Price, or (ii) if Vanderbilt is able to satisfy the conditions of Section 3.05(b), remove a Contract from the Trust Fund and substitute therefor an Eligible Substitute Contract in accordance with and subject to the limitations of Section 3.05(b), in each case not later than one Business Day after the first Determination Date which is more than 90 days after Vanderbilt becomes aware, or receives written notice from the Servicer or the Trustee, of a breach of a representation or warranty of Vanderbilt set forth in Sections 3.02 or 3.03 of this Agreement that materially adversely affects the Trust Fund's interest in such Contract, unless such breach has been cured; provided, however, that with respect to any Contract incorrectly described on the Contract Schedule with respect to unpaid principal balance, which Vanderbilt would otherwise be required to repurchase pursuant to this Section, Vanderbilt may, in lieu of repurchasing such Contract, deposit in the Certificate Account not later than one Business Day after such Determination Date cash in an amount sufficient to cure such deficiency or discrepancy; and provided, further, that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to each particular Contract, Vanderbilt may select Contracts to repurchase or substitute for such that, had such Contracts not been included as part of the Contract Pool and after giving effect to such substitution, if any, there would have been no breach of such representation or warranty. It is understood and agreed that the obligation of Vanderbilt to repurchase or substitute for any Contract as to which a breach of a representation or warranty set forth in Section 3.02 or 3.03 of this Agreement has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee; provided, however, that Vanderbilt shall defend and indemnify the Trustee, the Trust Fund and Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or suffered by any of them as a result of third-party claims arising out of any breach of a representation or warranty set forth in Section 3.02 or 3.03. Nothing in the preceding sentence shall be construed to limit the indemnification obligations of the Servicer set forth in Section 10.05 hereof. Notwithstanding any other provision of this Agreement, the obligation of Vanderbilt under this Section shall not terminate upon an Event of Default and the indemnification obligation of the Servicer in this Section shall survive the resignation or removal of the Trustee and the termination of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, any amount received on or recovered with respect to repurchased Contracts or Replaced Contracts during or after the Due Period in which such repurchase occurs shall be the property of Vanderbilt and need not be deposited in the Certificate Account. Notwithstanding the foregoing, Vanderbilt shall not deposit cash into the Certificate Account pursuant to this Section 3.05 after the end of the three month period beginning on the Closing Date unless it shall first have obtained an Opinion of Counsel to the effect that such deposit will not give rise to any tax under Section 860F(a)(1) of the Code or Section 860G(d) of the Code. Any such deposit shall not be invested. If Vanderbilt is required to purchase such Contract (or deposit cash in the Certificate Account), Vanderbilt shall guarantee the payment of any tax under Section 860F(a)(1) of the Code or under Section 860G(d) of the Code by paying to the Trustee the amount of such tax not later than five Business Days before such tax shall be due and payable to the extent that amounts previously paid over to and then held by the Trustee pursuant to Section 5.17 hereof are insufficient to pay such tax and all other taxes chargeable under Section 5.17. If a payment of tax by Vanderbilt is required in connection with a repurchase, Vanderbilt shall give the Trustee notice of such tax and the amount of such tax and the date by which Vanderbilt shall provide funds to the Trustee to cover such tax. The Trustee shall hold any amount paid to it pursuant to the preceding sentence in an account that is not part of the Trust Fund. The Servicer shall give notice to the Trustee at the time of such repurchase of the amounts due from Vanderbilt pursuant to the guarantee of Vanderbilt and notice as to who should receive such payment. The Trustee shall have no obligation to pay any such amounts pursuant to this Section other than from moneys provided to it by Vanderbilt or from moneys held in the funds and accounts created under this Agreement. The Trustee shall be deemed conclusively to have complied with this Section if it follows the directions of the Servicer. In the event any tax that is guaranteed by Vanderbilt is refunded to the Trust Fund or otherwise is determined not to be payable, Vanderbilt shall be repaid the amount of such refund or that portion of any guarantee payment made by Vanderbilt that is not applied to the payment of such tax.

Repurchases of Contracts or Substitution of Contracts for Breach of Representations and Warranties. (a) Vanderbilt The Company shall either (i) repurchase a Contract at its Repurchase Price, or (ii) if Vanderbilt the Company is able to satisfy the conditions of Section 3.05(b), remove a Contract from the Trust Fund and substitute therefor an Eligible Substitute Contract in accordance with and subject to the limitations of Section 3.05(b), in each case not later than one Business Day after the first Determination Date which is more than 90 days after Vanderbilt the Company becomes aware, or receives written notice from the Servicer or the Trustee, of a breach of a representation or warranty of Vanderbilt the Company set forth in Sections 3.02 or 3.03 of this Agreement that materially adversely affects the Trust Fund's interest in such Contract, unless such breach has been cured; provided, however, that with respect to any Contract incorrectly described on the Contract Schedule with respect to unpaid principal balance, which Vanderbilt the Company would otherwise be required to repurchase pursuant to this Section, Vanderbilt the Company may, in lieu of repurchasing such Contract, deposit in the related Certificate Account not later than one Business Day after such Determination Date cash in an amount sufficient to cure such deficiency or discrepancy; and provided, further, that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to each particular Contract, Vanderbilt the Company may select Contracts to repurchase or substitute for such that, had such Contracts not been included as part of the related Contract Pool and after giving effect to such substitution, if any, there would have been no breach of such representation or warranty. It is understood and agreed that the obligation of Vanderbilt the Company to repurchase or substitute for any Contract as to which a breach of a representation or warranty set forth in Section 3.02 or 3.03 of this Agreement has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee; provided, however, that Vanderbilt the Company shall defend and indemnify the Trustee, the Trust Fund and Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or suffered by any of them as a result of third-party claims arising out of any breach of a representation or warranty set forth in Section 3.02 or 3.03. Nothing in the preceding sentence shall be construed to limit the indemnification obligations of the Servicer set forth in Section 10.05 hereof. Notwithstanding any other provision of this Agreement, the obligation of Vanderbilt the Company under this Section shall not terminate upon an Event of Default and the indemnification obligation of the Servicer in this Section shall survive the resignation or removal of the Trustee and the termination of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, any amount received on or recovered with respect to repurchased Contracts or Replaced Contracts during or after the Due Period in which such repurchase occurs shall be the property of Vanderbilt the Company and need not be deposited in the either Certificate Account. Notwithstanding the foregoing, Vanderbilt the Company shall not deposit cash into the either Certificate Account pursuant to this Section 3.05 after the end of the three month period beginning on the Closing Date unless it shall first have obtained an Opinion of Counsel to the effect that such deposit will not give rise to any tax under Section 860F(a)(1) of the Code or Section 860G(d) of the Code. Any such deposit shall not be invested. If Vanderbilt the Company is required to purchase such Contract (or deposit cash in the related Certificate Account), Vanderbilt the Company shall guarantee the payment of any tax under Section 860F(a)(1) of the Code or under Section 860G(d) of the Code by paying to the Trustee the amount of such tax not later than five Business Days before such tax shall be due and payable to the extent that amounts previously paid over to and then held by the Trustee pursuant to Section 5.17 hereof are insufficient to pay such tax and all other taxes chargeable under Section 5.17. If a payment of tax by Vanderbilt the Company is required in connection with a repurchase, Vanderbilt the Company shall give the Trustee notice of such tax and the amount of such tax and the date by which Vanderbilt the Company shall provide funds to the Trustee to cover such tax. The Trustee shall hold any amount paid to it pursuant to the preceding sentence in an account that is not part of the Trust Fund. The Servicer shall give notice to the Trustee at the time of such repurchase of the amounts due from Vanderbilt the Company pursuant to the guarantee of Vanderbilt the Company and notice as to who should receive such payment. The Trustee shall have no obligation to pay any such amounts pursuant to this Section other than from moneys provided to it by Vanderbilt the Company or from moneys held in the funds and accounts created under this Agreement. The Trustee shall be deemed conclusively to have complied with this Section if it follows the directions of the Servicer. In the event any tax that is guaranteed by Vanderbilt the Company is refunded to the Trust Fund or otherwise is determined not to be payable, Vanderbilt the Company shall be repaid the amount of such refund or that portion of any guarantee payment made by Vanderbilt the Company that is not applied to the payment of such tax.

Repurchases of Contracts or Substitution of Contracts for Breach of Representations and Warranties. (a) Vanderbilt The Company shall either (i) repurchase a Contract at its Repurchase Price, or (ii) if Vanderbilt the Company is able to satisfy the conditions of Section 3.05(b), remove a Contract from the Trust Fund and substitute therefor an Eligible Substitute Contract in accordance with and subject to the limitations of Section 3.05(b), in each case not later than one Business Day after the first Determination Date which is more than 90 days after Vanderbilt the Company becomes aware, or receives written notice from the Servicer or the Trustee, of a breach of a representation or warranty of Vanderbilt the Company set forth in Sections 3.02 or 3.03 of this Agreement that materially adversely affects the Trust Fund's interest in such Contract, unless such breach has been cured; provided, however, that with respect to any Contract incorrectly described on the Contract Schedule with respect to unpaid principal balance, which Vanderbilt the Company would otherwise be required to repurchase pursuant to this Section, Vanderbilt the Company may, in lieu of repurchasing such Contract, deposit in the Certificate Account not later than one Business Day after such Determination Date cash in an amount sufficient to cure such deficiency or discrepancy; and provided, further, that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to each particular Contract, Vanderbilt the Company may select Contracts to repurchase or substitute for such that, had such Contracts not been included as part of the Contract Pool and after giving effect to such substitution, if any, there would have been no breach of such representation or warranty. It is understood and agreed that the obligation of Vanderbilt the Company to repurchase or substitute for any Contract as to which a breach of a representation or warranty set forth in Section 3.02 or 3.03 of this Agreement has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee; provided, however, that Vanderbilt the Company shall defend and indemnify the Trustee, the Trust Fund and Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or suffered by any of them as a result of third-party claims arising out of any breach of a representation or warranty set forth in Section 3.02 or 3.03. Nothing in the preceding sentence shall be construed to limit the indemnification obligations of the Servicer set forth in Section 10.05 hereof. Notwithstanding any other provision of this Agreement, the obligation of Vanderbilt the Company under this Section shall not terminate upon an Event of Default and the indemnification obligation of the Servicer in this Section shall survive the resignation or removal of the Trustee and the termination of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, any amount received on or recovered with respect to repurchased Contracts or Replaced Contracts during or after the Due Period in which such repurchase occurs shall be the property of Vanderbilt the Company and need not be deposited in the Certificate Account. Notwithstanding the foregoing, Vanderbilt the Company shall not deposit cash into the Certificate Account pursuant to this Section 3.05 after the end of the three month period beginning on the Closing Date unless it shall first have obtained an Opinion of Counsel to the effect that such deposit will not give rise to any tax under Section 860F(a)(1) of the Code or Section 860G(d) of the Code. Any such deposit shall not be invested. If Vanderbilt the Company is required to purchase such Contract (or deposit cash in the Certificate Account), Vanderbilt the Company shall guarantee the payment of any tax under Section 860F(a)(1) of the Code or under Section 860G(d) of the Code by paying to the Trustee the amount of such tax not later than five Business Days before such tax shall be due and payable to the extent that amounts previously paid over to and then held by the Trustee pursuant to Section 5.17 hereof are insufficient to pay such tax and all other taxes chargeable under Section 5.17. If a payment of tax by Vanderbilt the Company is required in connection with a repurchase, Vanderbilt the Company shall give the Trustee notice of such tax and the amount of such tax and the date by which Vanderbilt the Company shall provide funds to the Trustee to cover such tax. The Trustee shall hold any amount paid to it pursuant to the preceding sentence in an account that is not part of the Trust Fund. The Servicer shall give notice to the Trustee at the time of such repurchase of the amounts due from Vanderbilt the Company pursuant to the guarantee of Vanderbilt the Company and notice as to who should receive such payment. The Trustee shall have no obligation to pay any such amounts pursuant to this Section other than from moneys provided to it by Vanderbilt the Company or from moneys held in the funds and accounts created under this Agreement. The Trustee shall be deemed conclusively to have complied with this Section if it follows the directions of the Servicer. In the event any tax that is guaranteed by Vanderbilt the Company is refunded to the Trust Fund or otherwise is determined not to be payable, Vanderbilt the Company shall be repaid the amount of such refund or that portion of any guarantee payment made by Vanderbilt the Company that is not applied to the payment of such tax.

Repurchases of Contracts or Substitution of Contracts for Breach of Representations and Warranties. (a) Vanderbilt The Contract Seller shall either (i) repurchase a Contract sold by it to the Trust Fund at its such Contract's Repurchase Price, or (ii) if Vanderbilt the Contract Seller is able to satisfy the conditions of Section 3.05(b), remove a such Contract from the Trust Fund and substitute therefor an Eligible Substitute Contract in accordance with and subject to the limitations of Section 3.05(b), in each case not later than one Business Day after the first Determination Date which is more than within 90 days after Vanderbilt the Contract Seller becomes aware, or receives written notice from the Servicer or the Trustee, of a breach of a representation or warranty of Vanderbilt the Contract Seller set forth in Sections Section 3.02 or 3.03 of this Agreement that materially adversely affects the Trust Fund's interest in such Contract, unless such breach has been cured; providedPROVIDED, howeverHOWEVER, that with respect to any Contract incorrectly described on the Contract Schedule with respect to unpaid remaining principal balance, which Vanderbilt the Contract Seller would otherwise be required to repurchase pursuant to this SectionSection 3.05, Vanderbilt the Contract Seller may, in lieu of repurchasing such Contract, deposit in the Certificate Account not later than one Business Day after such Determination Date cash in an amount sufficient to cure such deficiency or discrepancy; and provided, furtherFURTHER PROVIDED, that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to each any particular Contract, Vanderbilt the Contract Seller may select Contracts to repurchase or substitute for such that, had such Contracts not been included as part of the Contract Pool and after giving effect to such substitution, if any, there would have been no breach of such representation or warranty; and FURTHER PROVIDED, that in connection with any Contract that the Contract Seller is required to repurchase, the Contract Seller shall at its own expense deliver to the Trustee an opinion of counsel to the effect that the repurchase of such Contract will not cause the Trust Fund to fail to qualify as a REMIC at any time any Certificate is outstanding under then applicable REMIC Provisions, be deemed a contribution to the Trust Fund after the Startup Day or cause any "prohibited transaction," in each case, that will result in the imposition of a tax under the applicable REMIC Provisions. It is understood and agreed that the obligation of Vanderbilt the Contract Seller to repurchase or substitute for any Contract sold by it as to which a breach of a representation or warranty set forth in Section 3.02 or 3.03 of this Agreement has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders Certificateholders, the Trust Fund or the Trustee; providedPROVIDED, howeverHOWEVER, that Vanderbilt the Contract Seller shall defend and indemnify the Trustee, the Certificate Administrator, the Trust Fund and the Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or suffered by any of them as a result of third-party claims arising out of any breach of a representation or warranty set forth in Section 3.02 3.02(c), (d), (g), (h) or 3.03. Nothing in the preceding sentence shall be construed to limit the indemnification obligations (w) of the Servicer set forth in Section 10.05 hereofthis Agreement. Notwithstanding any other provision of this Agreement, the obligation of Vanderbilt the Contract Seller under this Section 3.05 shall not terminate upon an Event of Default and the indemnification obligation of the Servicer in this Section shall survive the resignation or removal of the Trustee and the termination of this AgreementDefault. Notwithstanding any other provision of this Agreement to the contrary, any amount received on or recovered with respect to repurchased Contracts or Replaced Contracts during or after the Due Period in which such month of repurchase occurs shall be the property of Vanderbilt the Contract Seller and need not be deposited in the Certificate Account. Notwithstanding the foregoing, Vanderbilt the Contract Seller shall not deposit cash into the Certificate Account pursuant to this Section 3.05 after the end of the three three-month period beginning on the Closing Date unless it shall first have obtained an Opinion of Counsel to the effect that such deposit will not give rise to any tax under Section 860F(a)(186OF(a) (1) of the Code or Section 860G(d86OG(d) of the Code. Any such deposit shall not be invested. If Vanderbilt is required to purchase such Contract (or deposit cash in the Certificate Account), Vanderbilt shall guarantee the payment of any tax under Section 860F(a)(1) of the Code or under Section 860G(d) of the Code by paying to the Trustee the amount of such tax not later than five Business Days before such tax shall be due and payable to the extent that amounts previously paid over to and then held by the Trustee pursuant to Section 5.17 hereof are insufficient to pay such tax and all other taxes chargeable under Section 5.17. If a payment of tax by Vanderbilt is required in connection with a repurchase, Vanderbilt shall give the Trustee notice of such tax and the amount of such tax and the date by which Vanderbilt shall provide funds to the Trustee to cover such tax. The Trustee shall hold any amount paid to it pursuant to the preceding sentence in an account that is not part of the Trust Fund. The Servicer shall give notice to the Trustee at the time of such repurchase of the amounts due from Vanderbilt pursuant to the guarantee of Vanderbilt and notice as to who should receive such payment. The Trustee shall have no obligation to pay any such amounts taxes pursuant to this Section 3.05, other than from moneys provided to it by Vanderbilt the Contract Seller or from moneys held in the funds and accounts created under this Agreementtherefor pursuant to Section 4.17. The Trustee shall be deemed conclusively to have complied with this Section 3.05 if it follows the directions of the ServicerServicer required to be provided in the preceding paragraph. In For reasons of administrative convenience in servicing of the event Contracts, notwithstanding the above provisions of this Section 3.05(a), the Contract Seller shall not be required to repurchase or substitute for any tax that is guaranteed Contract relating to a Manufactured Home located in any jurisdiction on account of a breach of the representation or warranty contained in Section 3.02(j) or (u) of this Agreement solely on the basis of failure by Vanderbilt is refunded the Contract Seller to cause notations to be made on any document of title relating to any such Manufactured Home or to execute any transfer instrument (including any UCC-3 assignments) relating to any such Manufactured Home (other than a notation or a transfer instrument necessary to show the Contract Seller as lienholder or legal title holder) unless (i) a court of competent jurisdiction has adjudged that, because of such failure, the Trustee does not have a perfected first-priority security interest in such related Manufactured Home, or (ii) (A) the Servicer has received written advice of counsel to the Trust Fund effect that a court of competent jurisdiction has held that, solely because of a substantially similar failure on the part of a pledgor or otherwise assignor of manufactured housing contracts (who has perfected the assignment or pledge of such contracts), a perfected first-priority security interest was not created in favor of the pledgee or assignee (as the case may be) in a related manufactured home which is determined located in such jurisdiction and which is subject to the same laws regarding the perfection of security interests therein as apply to Manufactured Homes located in such jurisdiction, and (B) the Servicer shall not have completed all appropriate remedial action with respect to be payable, Vanderbilt such Manufactured Home within 90 days after receipt of such written advice. Any such advice shall be repaid from counsel selected by the amount of such refund or that portion of Servicer on a nondiscriminatory basis from among the counsel used by the Servicer in its general business in the jurisdiction in question. The Servicer shall have no obligation on an ongoing basis to seek any guarantee payment made by Vanderbilt that is not applied advice with respect to the payment matters described in clause (ii) above. However, the Servicer shall seek advice with respect to such matters whenever information comes to the attention of its general counsel which causes such taxgeneral counsel to determine that a holding of the type described in clause (ii)(A) might exist. If any counsel selected by the Servicer informs the Servicer that no holding of the type described in clause (ii)(A) exists, such advice shall be conclusive and binding on the parties with respect to the applicable date and jurisdiction.

Repurchases of Contracts or Substitution of Contracts for Breach of Representations and Warranties. (a) Vanderbilt Each Contract Seller shall either (i) repurchase a Contract sold by it to the Trust Fund at its such Contract's Repurchase Price, or (ii) if Vanderbilt such Contract Seller is able to satisfy the conditions of Section 3.05(b), remove a such Contract from the Trust Fund and substitute therefor an Eligible Substitute Contract in accordance with and subject to the limitations of Section 3.05(b), in each case not later than one Business Day after the first Determination Date which is more than within 90 days after Vanderbilt such Contract Seller becomes aware, or receives written notice from the Servicer or the Trustee, of a breach of a representation or warranty of Vanderbilt such Contract Seller set forth in Sections Section 3.02 or 3.03 of this Agreement that materially adversely affects the Trust Fund's interest in such Contract, unless such breach has been cured; providedPROVIDED, howeverHOWEVER, that with respect to any Contract incorrectly described on the Contract Schedule with respect to unpaid remaining principal balance, which Vanderbilt such Contract Seller would otherwise be required to repurchase pursuant to this SectionSection 3.05, Vanderbilt such Contract Seller may, in lieu of repurchasing such Contract, deposit in the Certificate Account not later than one Business Day after such Determination Date cash in an amount sufficient to cure such deficiency or discrepancy; and provided, furtherFURTHER PROVIDED, that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to each any particular Contract, Vanderbilt a Contract Seller may select Contracts to repurchase or substitute for such that, had such Contracts not been included as part of the Contract Pool and after giving effect to such substitution, if any, there would have been no breach of such representation or warranty; and FURTHER PROVIDED, that in connection with any Contract that such Contract Seller is required to repurchase, such Contract Seller shall at its own expense deliver to the Trustee an opinion of counsel to the effect that the repurchase of such Contract will not cause the Trust Fund to fail to qualify as a REMIC at any time any Certificate is outstanding under then applicable REMIC Provisions, be deemed a contribution to the Trust Fund after the Startup Day or cause any "prohibited transaction," in each case, that will result in the imposition of a tax under the applicable REMIC Provisions. It is understood and agreed that the obligation of Vanderbilt either Contract Seller to repurchase or substitute for any Contract sold by it as to which a breach of a representation or warranty set forth in Section 3.02 or 3.03 of this Agreement has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders Certificateholders, the Trust Fund or the Trustee; provided, howeverHOWEVER, that Vanderbilt such Contract Seller shall defend and indemnify the Trustee, the Certificate Administrator, the Trust Fund and the Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or suffered by any of them as a result of third-party claims arising out of any breach of a representation or warranty set forth in Section 3.02 3.02(c), (d), (g), (h) or 3.03. Nothing in the preceding sentence shall be construed to limit the indemnification obligations (w) of the Servicer set forth in Section 10.05 hereofthis Agreement. Notwithstanding any other provision of this Agreement, the obligation of Vanderbilt either Contract Seller under this Section 3.05 shall not terminate upon an Event of Default and the indemnification obligation of the Servicer in this Section shall survive the resignation or removal of the Trustee and the termination of this AgreementDefault. Notwithstanding any other provision of this Agreement to the contrary, any amount received on or recovered with respect to repurchased Contracts or Replaced Contracts during or after the Due Period in which such month of repurchase occurs shall be the property of Vanderbilt the related Contract Seller and need not be deposited in the Certificate Account. Notwithstanding the foregoing, Vanderbilt no Contract Seller shall not deposit cash into the Certificate Account pursuant to this Section 3.05 after the end of the three three-month period beginning on the Closing Date unless it shall first have obtained an Opinion of Counsel to the effect that such deposit will not give rise to any tax under Section 860F(a)(186OF(a) (1) of the Code or Section 860G(d86OG(d) of the Code. Any such deposit shall not be invested. If Vanderbilt is required to purchase such Contract (or deposit cash in the Certificate Account), Vanderbilt shall guarantee the payment of any tax under Section 860F(a)(1) of the Code or under Section 860G(d) of the Code by paying to the Trustee the amount of such tax not later than five Business Days before such tax shall be due and payable to the extent that amounts previously paid over to and then held by the Trustee pursuant to Section 5.17 hereof are insufficient to pay such tax and all other taxes chargeable under Section 5.17. If a payment of tax by Vanderbilt is required in connection with a repurchase, Vanderbilt shall give the Trustee notice of such tax and the amount of such tax and the date by which Vanderbilt shall provide funds to the Trustee to cover such tax. The Trustee shall hold any amount paid to it pursuant to the preceding sentence in an account that is not part of the Trust Fund. The Servicer shall give notice to the Trustee at the time of such repurchase of the amounts due from Vanderbilt pursuant to the guarantee of Vanderbilt and notice as to who should receive such payment. The Trustee shall have no obligation to pay any such amounts taxes pursuant to this Section 3.05, other than from moneys provided to it by Vanderbilt either Contract Seller or from moneys held in the funds and accounts created under this Agreementtherefor pursuant to Section 4.17. The Trustee shall be deemed conclusively to have complied with this Section 3.05 if it follows the directions of the ServicerServicer required to be provided in the preceding paragraph. In Upon the event repurchase of any tax that is guaranteed Contract by Vanderbilt is refunded a Contract Seller, the Trustee shall delete such Contract from the Contract Schedule. For reasons of administrative convenience in servicing of the Contracts, notwithstanding the above provisions of this Section 3.05(a), no Contract Seller shall be required to repurchase or substitute for any Contract relating to a Manufactured Home located in any jurisdiction on account of a breach of the representation or warranty contained in Section 3.02(j) or (u) of this Agreement solely on the basis of failure by the related Contract Seller to cause notations to be made on any document of title relating to any such Manufactured Home or to execute any transfer instrument (including any UCC-3 assignments) relating to any such Manufactured Home (other than a notation or a transfer instrument necessary to show such Contract Seller as lienholder or legal title holder) unless (i) a court of competent jurisdiction has adjudged that, because of such failure, the Trustee does not have a perfected first-priority security interest in such related Manufactured Home, or (ii) (A) the Servicer has received written advice of counsel to the Trust Fund effect that a court of competent jurisdiction has held that, solely because of a substantially similar failure on the part of a pledgor or otherwise assignor of manufactured housing contracts (who has perfected the assignment or pledge of such contracts), a perfected first-priority security interest was not created in favor of the pledgee or assignee (as the case may be) in a related manufactured home which is determined located in such jurisdiction and which is subject to the same laws regarding the perfection of security interests therein as apply to Manufactured Homes located in such jurisdiction, and (B) the Servicer shall not have completed all appropriate remedial action with respect to be payable, Vanderbilt such Manufactured Home within 90 days after receipt of such written advice. Any such advice shall be repaid from counsel selected by the amount of such refund or that portion of Servicer on a nondiscriminatory basis from among the counsel used by the Servicer in its general business in the jurisdiction in question. The Servicer shall have no obligation on an ongoing basis to seek any guarantee payment made by Vanderbilt that is not applied advice with respect to the payment matters described in clause (ii) above. However, the Servicer shall seek advice with respect to such matters whenever information comes to the attention of its general counsel which causes such taxgeneral counsel to determine that a holding of the type described in clause (ii)(A) might exist. If any counsel selected by the Servicer informs the Servicer that no holding of the type described in clause (ii)(A) exists, such advice shall be conclusive and binding on the parties with respect to the applicable date and jurisdiction.

Repurchases of Contracts or Substitution of Contracts for Breach of Representations and Warranties. (a) Vanderbilt The Contract Seller shall either (i) repurchase a Contract sold by it to the Trustee at its such Contract's Repurchase Price, or (ii) if Vanderbilt the Contract Seller is able to satisfy the conditions of Section 3.05(b), remove a such Contract from the Trust Fund and substitute therefor an Eligible Substitute Contract in accordance with and subject to the limitations of Section 3.05(b), in each case not later than one Business Day after the first Determination Date which is more than within 90 days after Vanderbilt the Contract Seller becomes aware, or receives written notice from Radian, Ambac, the Servicer or the Trustee, of a breach of a representation or warranty of Vanderbilt the Contract Seller set forth in Sections Section 3.02 or 3.03 of this Agreement that materially adversely affects the Trust Fund's interest in such Contract, unless such breach has been cured; providedPROVIDED, howeverHOWEVER, that with respect to any Contract incorrectly described on the Contract Schedule with respect to unpaid remaining principal balance, which Vanderbilt the Contract Seller would otherwise be required to repurchase pursuant to this SectionSection 3.05, Vanderbilt or as required by Section 4.16 hereof, the Contract Seller may, in lieu of repurchasing such Contract, deposit in the applicable Certificate Account not later than one Business Day after such Determination Date cash in an amount sufficient to cure such deficiency or discrepancy; and provided, furtherFURTHER PROVIDED, that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to each any particular Contract, Vanderbilt the Contract Seller may select Contracts to repurchase or substitute for such that, had such Contracts not been included as part of the Contract Pool and after giving effect to such substitution, if any, there would have been no breach of such representation or warranty; and FURTHER PROVIDED, that in connection with any Contract that the Contract Seller is required to repurchase or substitute due to a breach of representation or warranty set forth in Section 3.03, the Contract Seller shall at its own expense deliver to the Trustee an opinion of counsel to the effect that the repurchase of such Contract will not cause the Trust Fund to fail to qualify as a REMIC at any time any Certificate is outstanding under then applicable REMIC Provisions, be deemed a contribution to the Trust Fund after the Startup Day or cause any "prohibited transaction," in each case, that will result in the imposition of a tax under the applicable REMIC Provisions. It is understood and agreed that the obligation of Vanderbilt the Contract Seller to repurchase or substitute for any Contract sold by it as to which a breach of a representation or warranty set forth in Section 3.02 or 3.03 of this Agreement has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders Certificateholders, the Trust Fund or the Trustee; providedPROVIDED, howeverHOWEVER, that Vanderbilt the Contract Seller shall defend and indemnify the Trustee, the Certificate Administrator, the Trust Fund and the Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or suffered by any of them as a result of third-party claims arising out of any breach of a representation or warranty set forth in Section 3.02 3.02(c), (d), (g), (h) or 3.03. Nothing in the preceding sentence shall be construed to limit the indemnification obligations (w) of the Servicer set forth in Section 10.05 hereofthis Agreement. Notwithstanding any other provision of this Agreement, the obligation of Vanderbilt the Contract Seller under this Section 3.05 shall not terminate upon an Event of Default and the indemnification obligation of the Servicer in this Section shall survive the resignation or removal of the Trustee and the termination of this AgreementDefault. Notwithstanding any other provision of this Agreement to the contrary, any amount received on or recovered with respect to repurchased Contracts or Replaced Contracts during or after the Due Period in which such month of repurchase occurs shall be the property of Vanderbilt the Contract Seller and need not be deposited in the applicable Certificate Account. Notwithstanding the foregoing, Vanderbilt the Contract Seller shall not deposit cash into the Certificate Account pursuant to this Section 3.05 after the end of the three three-month period beginning on the Closing Date unless it shall first have obtained an Opinion of Counsel to the effect that such deposit will not give rise to any tax under Section 860F(a)(1860F(a) (1) of the Code or Section 860G(d) of the Code. Any such deposit shall not be invested. If Vanderbilt is required to purchase such Contract (or deposit cash in the Certificate Account), Vanderbilt shall guarantee the payment of any tax under Section 860F(a)(1) of the Code or under Section 860G(d) of the Code by paying to the Trustee the amount of such tax not later than five Business Days before such tax shall be due and payable to the extent that amounts previously paid over to and then held by the Trustee pursuant to Section 5.17 hereof are insufficient to pay such tax and all other taxes chargeable under Section 5.17. If a payment of tax by Vanderbilt is required in connection with a repurchase, Vanderbilt shall give the Trustee notice of such tax and the amount of such tax and the date by which Vanderbilt shall provide funds to the Trustee to cover such tax. The Trustee shall hold any amount paid to it pursuant to the preceding sentence in an account that is not part of the Trust Fund. The Servicer shall give notice to the Trustee at the time of such repurchase of the amounts due from Vanderbilt pursuant to the guarantee of Vanderbilt and notice as to who should receive such payment. The Trustee shall have no obligation to pay any such amounts taxes pursuant to this Section 3.05, other than from moneys provided to it by Vanderbilt the Contract Seller or from moneys held in the funds and accounts created under this Agreementtherefor pursuant to Section 4.17. The Trustee shall be deemed conclusively to have complied with this Section 3.05 if it follows the directions of the ServicerContract Seller required to be provided in the preceding paragraph. In Upon the event repurchase of any tax that is guaranteed Contract by Vanderbilt is refunded the Contract Seller, the Trustee shall delete such Contract from the Contract Schedule. Notwithstanding the above provisions of this Section 3.05(a), the Contract Seller shall not be required to repurchase or substitute for any Contract relating to a Manufactured Home located in any jurisdiction on account of a breach of the representation or warranty contained in Section 3.02(j) or (u) of this Agreement solely on the basis of failure by the Contract Seller to cause notations to be made on any document of title relating to any such Manufactured Home or to execute any transfer instrument (including any UCC-3 assignments) relating to any such Manufactured Home (other than a notation or a transfer instrument necessary to show the Contract Seller as lienholder or legal title holder) unless (i) a court of competent jurisdiction has adjudged that, because of such failure, the Trustee does not have a perfected first-priority security interest in such related Manufactured Home, or (ii) (A) the Contract Seller has received written advice of counsel to the Trust Fund effect that a court of competent jurisdiction has held that, solely because of a substantially similar failure on the part of a pledgor or otherwise assignor of manufactured housing contracts (who has perfected the assignment or pledge of such contracts), a perfected first-priority security interest was not created in favor of the pledgee or assignee (as the case may be) in a related manufactured home which is determined located in such jurisdiction and which is subject to the same laws regarding the perfection of security interests therein as apply to Manufactured Homes located in such jurisdiction, and (B) the Contract Seller shall not have completed all appropriate remedial action with respect to be payable, Vanderbilt such Manufactured Home within 90 days after receipt of such written advice. Any such advice shall be repaid from counsel selected by the amount of such refund or that portion of Contract Seller on a nondiscriminatory basis from among the counsel used by the Contract Seller in its general business in the jurisdiction in question. The Contract Seller shall have no obligation on an ongoing basis to seek any guarantee payment made by Vanderbilt that is not applied advice with respect to the payment matters described in clause (ii) above. However, the Contract Seller shall seek advice with respect to such matters whenever information comes to the attention of its general counsel which causes such taxgeneral counsel to determine that a holding of the type described in clause (ii)(A) might exist. If any counsel selected by the Contract Seller informs the Contract Seller that no holding of the type described in clause (ii)(A) exists, such advice shall be conclusive and binding on the parties with respect to the applicable date and jurisdiction.

Repurchases of Contracts or Substitution of Contracts for Breach of Representations and Warranties. (a) Vanderbilt The Contract Seller shall either (i) repurchase a Contract sold by it to the Trustee at its such Contract's Repurchase Price, or (ii) if Vanderbilt the Contract Seller is able to satisfy the conditions of Section 3.05(b), remove a such Contract from the Trust Fund and substitute therefor an Eligible Substitute Contract in accordance with and subject to the limitations of Section 3.05(b), in each case not later than one Business Day after the first Determination Date which is more than within 90 days after Vanderbilt the Contract Seller becomes aware, or receives written notice from the Insurer, the Servicer or the Trustee, of a breach of a representation or warranty of Vanderbilt the Contract Seller set forth in Sections Section 3.02 or 3.03 of this Agreement that materially adversely affects the Trust Fund's interest in such Contract, unless such breach has been cured; provided, however, that with respect to any Contract incorrectly described on the Contract Schedule with respect to unpaid remaining principal balance, which Vanderbilt the Contract Seller would otherwise be required to repurchase pursuant to this SectionSection 3.05, Vanderbilt the Contract Seller may, in lieu of repurchasing such Contract, deposit in the applicable Certificate Account not later than one Business Day after such Determination Date cash in an amount sufficient to cure such deficiency or discrepancy; and further provided, further, that with respect to a breach of a representation or warranty relating to the Contracts in the aggregate and not to each any particular Contract, Vanderbilt the Contract Seller may select Contracts to repurchase or substitute for such that, had such Contracts not been included as part of the Contract Pool and after giving effect to such substitution, if any, there would have been no breach of such representation or warranty; and further provided, that in connection with any Contract that the Contract Seller is required to repurchase or substitute due to a breach of representation or warranty set forth in Section 3.03, the Contract Seller shall at its own expense deliver to the Trustee an opinion of counsel to the effect that the repurchase of such Contract will not cause the Trust Fund to fail to qualify as a REMIC at any time any Certificate is outstanding under then applicable REMIC Provisions, be deemed a contribution to the Trust Fund after the Startup Day or cause any "prohibited transaction," in each case, that will result in the imposition of a tax under the applicable REMIC Provisions. It is understood and agreed that the obligation of Vanderbilt the Contract Seller to repurchase or substitute for any Contract sold by it as to which a breach of a representation or warranty set forth in Section 3.02 or 3.03 of this Agreement has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders Certificateholders, the Trust Fund or the Trustee; provided, however, that Vanderbilt the Contract Seller shall defend and indemnify the Trustee, the Certificate Administrator, the Trust Fund and the Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or suffered by any of them as a result of third-party claims arising out of any breach of a representation or warranty set forth in Section 3.02 3.02(c), (d), (g), (h) or 3.03. Nothing in the preceding sentence shall be construed to limit the indemnification obligations (w) of the Servicer set forth in Section 10.05 hereofthis Agreement. Notwithstanding any other provision of this Agreement, the obligation of Vanderbilt the Contract Seller under this Section 3.05 shall not terminate upon an Event of Default and the indemnification obligation of the Servicer in this Section shall survive the resignation or removal of the Trustee and the termination of this AgreementDefault. Notwithstanding any other provision of this Agreement to the contrary, any amount received on or recovered with respect to repurchased Contracts or Replaced Contracts during or after the Due Period in which such month of repurchase occurs shall be the property of Vanderbilt the Contract Seller and need not be deposited in the applicable Certificate Account. Notwithstanding the foregoing, Vanderbilt the Contract Seller shall not deposit cash into the Certificate Account pursuant to this Section 3.05 after the end of the three three-month period beginning on the Closing Date unless it shall first have obtained an Opinion of Counsel to the effect that such deposit will not give rise to any tax under Section 860F(a)(1860F(a) (1) of the Code or Section 860G(d) of the Code. Any such deposit shall not be invested. If Vanderbilt is required to purchase such Contract (or deposit cash in the Certificate Account), Vanderbilt shall guarantee the payment of any tax under Section 860F(a)(1) of the Code or under Section 860G(d) of the Code by paying to the Trustee the amount of such tax not later than five Business Days before such tax shall be due and payable to the extent that amounts previously paid over to and then held by the Trustee pursuant to Section 5.17 hereof are insufficient to pay such tax and all other taxes chargeable under Section 5.17. If a payment of tax by Vanderbilt is required in connection with a repurchase, Vanderbilt shall give the Trustee notice of such tax and the amount of such tax and the date by which Vanderbilt shall provide funds to the Trustee to cover such tax. The Trustee shall hold any amount paid to it pursuant to the preceding sentence in an account that is not part of the Trust Fund. The Servicer shall give notice to the Trustee at the time of such repurchase of the amounts due from Vanderbilt pursuant to the guarantee of Vanderbilt and notice as to who should receive such payment. The Trustee shall have no obligation to pay any such amounts taxes pursuant to this Section 3.05, other than from moneys provided to it by Vanderbilt the Contract Seller or from moneys held in the funds and accounts created under this Agreementtherefor pursuant to Section 4.17. The Trustee shall be deemed conclusively to have complied with this Section 3.05 if it follows the directions of the ServicerContract Seller required to be provided in the preceding paragraph. In Upon the event repurchase of any tax that is guaranteed Contract by Vanderbilt is refunded the Contract Seller, the Trustee shall delete such Contract from the Contract Schedule. Notwithstanding the above provisions of this Section 3.05(a), the Contract Seller shall not be required to repurchase or substitute for any Contract relating to a Manufactured Home located in any jurisdiction on account of a breach of the representation or warranty contained in Section 3.02(j) or (u) of this Agreement solely on the basis of failure by the Contract Seller to cause notations to be made on any document of title relating to any such Manufactured Home or to execute any transfer instrument (including any UCC-3 assignments) relating to any such Manufactured Home (other than a notation or a transfer instrument necessary to show the Contract Seller as lienholder or legal title holder) unless (i) a court of competent jurisdiction has adjudged that, because of such failure, the Trustee does not have a perfected first-priority security interest in such related Manufactured Home, or (ii) (A) the Contract Seller has received written advice of counsel to the Trust Fund effect that a court of competent jurisdiction has held that, solely because of a substantially similar failure on the part of a pledgor or otherwise assignor of manufactured housing contracts (who has perfected the assignment or pledge of such contracts), a perfected first-priority security interest was not created in favor of the pledgee or assignee (as the case may be) in a related manufactured home which is determined located in such jurisdiction and which is subject to the same laws regarding the perfection of security interests therein as apply to Manufactured Homes located in such jurisdiction, and (B) the Contract Seller shall not have completed all appropriate remedial action with respect to be payable, Vanderbilt such Manufactured Home within 90 days after receipt of such written advice. Any such advice shall be repaid from counsel selected by the amount of such refund or that portion of Contract Seller on a nondiscriminatory basis from among the counsel used by the Contract Seller in its general business in the jurisdiction in question. The Contract Seller shall have no obligation on an ongoing basis to seek any guarantee payment made by Vanderbilt that is not applied advice with respect to the payment matters described in clause (ii) above. However, the Contract Seller shall seek advice with respect to such matters whenever information comes to the attention of its general counsel which causes such taxgeneral counsel to determine that a holding of the type described in clause (ii)(A) might exist. If any counsel selected by the Contract Seller informs the Contract Seller that no holding of the type described in clause (ii)(A) exists, such advice shall be conclusive and binding on the parties with respect to the applicable date and jurisdiction.