Common use of Valid Security Interest Clause in Contracts

Valid Security Interest. Each Contract (other than the Land-and-Home Contracts) creates a valid and enforceable perfected first priority security interest in favor of the Originator in the Manufactured Home covered thereby as security for payment of the Cut-off Date Principal Balance of such Contract. The Originator has assigned to the Seller and the Seller has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the Purchaser. The Purchaser will own each Contract free of any lien and has and will have a valid and enforceable first priority security interest in each Manufactured Home covered thereby. Upon execution of the Indenture, the Indenture Trustee will have a valid and perfected first priority security interest in the related Manufactured Home securing each Contract included in the Trust Estate. Each Mortgage related to a Land-and-Home Contract is a valid first lien in favor of the Seller on real property securing the amount owed by the Obligor under the related Land-and-Home Contract subject only to (i) the lien of current real property taxes and assessments, (ii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Land-and-Home Contract obtained by the Seller and (iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage. As of the Closing Date, with respect to each Contract, the Seller will have assigned all of its right, title and interest in such Land-and-Home Contract and related Mortgage, including the security interest in the Manufactured Home covered thereby, to the Purchaser who will assign it to the Issuer, who will pledge it to the Indenture Trustee under the Indenture. The Purchaser will have a valid and perfected and enforceable first priority security interest each Mortgaged Property related to a Land-and-Home Contract, subject to the exceptions set forth above.

Valid Security Interest. Each Contract (other than the Land-and-Home ----------------------- Contracts) creates a valid and enforceable perfected first priority security interest in favor of the Originator in the Manufactured Home covered thereby as security for payment of the Cut-off Date Principal Balance of such Contract. The Originator has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the Seller Seller, and the Seller has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the PurchaserTrustee. The Purchaser will own each Contract free of any lien and Trustee has and will have a valid and perfected and enforceable first priority security interest in each such Contract and Manufactured Home covered thereby. Upon execution of the Indenture, the Indenture Trustee will have a valid and perfected first priority security interest in the related Manufactured Home securing each Contract included in the Trust EstateHome. Each Mortgage related to a Land-and-Home Contract is a valid first lien in favor of the Seller on real property securing the amount owed by the Obligor under the related Land-and-Home Contract subject only to (ia) the lien of current real property taxes and assessments, (iib) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Land-and-Home Contract obtained by the Seller and (iiic) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage. As of the Closing DateEach Land-and-Home Contract is covered by an American Land Title Association, with respect to each Contractor equivalent form, the lender's title insurance policy. The Seller will have has assigned all of its right, title and interest in such Land-and-Home Contract and related Mortgage, including the security interest in the Manufactured Home covered thereby, to the Purchaser who will assign it to the Issuer, who will pledge it to the Indenture Trustee under the IndentureTrustee. The Purchaser Trustee has and will have a valid and perfected and enforceable first priority security interest each Mortgaged Property related to a in such Land-and-Home Contract, subject to the exceptions set forth above.

Valid Security Interest. Each Contract (other than the Land-and-Home Contracts) creates a valid and enforceable perfected first priority security interest in favor of the Originator in the Manufactured Home covered thereby as security for payment of the Cut-off Date Principal Balance of such Contract. The Originator has assigned to the Seller and the Seller has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the Purchaser. The Purchaser will own each Contract free of any lien and has and will have a valid and enforceable first priority security interest in each Manufactured Home covered thereby. Upon execution of the Indenture, the Indenture Trustee will have a valid and perfected first priority security interest in the related Manufactured Home securing each Contract included in the Trust Estate. Each Mortgage related to a Land-and-Home Contract is a valid first lien in favor of the Seller on real property securing the amount owed by the Obligor under the related Land-and-Home Contract subject only to (i) the lien of current real property taxes and assessments, (ii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Land-and-and- Home Contract obtained by the Seller and (iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage. As of the Closing Date, with respect to each Contract, the Seller will have assigned all of its right, title and interest in such Land-and-Home Contract and related Mortgage, including the security interest in the Manufactured Home covered thereby, to the Purchaser who will assign it to the Issuer, who will pledge it to the Indenture Trustee under the Indenture. The Purchaser will have a valid and perfected and enforceable first priority security interest each Mortgaged Property related to a Land-and-Home Contract, subject to the exceptions set forth above.

Valid Security Interest. Each Contract (other than the Land-and-Home Contracts) creates a valid and enforceable perfected first priority security interest in favor of the Originator in the Manufactured Home covered thereby as security for payment of the Cut-off Date Principal Balance of such Contract. The Originator has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the Seller Seller, and the Seller has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the PurchaserTrustee. The Purchaser will own each Contract free of any lien and Trustee has and will have a valid and perfected and enforceable first priority security interest in each such Contract and Manufactured Home covered thereby. Upon execution of the Indenture, the Indenture Trustee will have a valid and perfected first priority security interest in the related Manufactured Home securing each Contract included in the Trust EstateHome. Each Mortgage related to a Land-and-Home Contract is a valid first lien in favor of the Seller on real property securing the amount owed by the Obligor under the related Land-and-Home Contract subject only to (ia) the lien of current real property taxes and assessments, (iib) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Land-and-Home Contract obtained by the Seller and (iiic) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage. As of the Closing Date, with respect to each Contract, the The Seller will have has assigned all of its right, title and interest in such Land-and-Home Contract and related Mortgage, including the security interest in the Manufactured Home covered thereby, to the Purchaser who will assign it to the Issuer, who will pledge it to the Indenture Trustee under the IndentureTrustee. The Purchaser Trustee has and will have a valid and perfected and enforceable first priority security interest each Mortgaged Property related to a in such Land-and-Home Contract, subject to the exceptions set forth above.

Valid Security Interest. Each Contract (other than the Land-and-Home Contracts) creates a valid and enforceable perfected first priority security interest in favor of the Originator in the Manufactured Home covered thereby as security for payment of the Cut-off Off Date Principal Balance of such Contract. The Originator has assigned to the Seller and the Seller has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the Purchaser. The Purchaser will own each Contract free of any lien and has and will have a valid and enforceable first priority security interest in each Manufactured Home covered thereby. Upon execution of the [Indenture] [Pooling and Servicing Agreement], the Indenture [Indenture] Trustee will have a valid and perfected first priority security interest in the related Manufactured Home securing each Contract included in the Trust Estate. Each Mortgage related to a Land-and-Home Contract is a valid first lien in favor of the Seller on real property securing the amount owed by the Obligor under the related Land-and-Home Contract subject only to (i) the lien of current real property taxes and assessments, (ii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Land-and-Home Contract obtained by the Seller and (iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage. As of the Closing Date, with respect to each Contract, the Seller will have assigned all of its right, title and interest in such Land-and-Home Contract and related Mortgage, including the security interest in the Manufactured Home covered thereby, to the Purchaser who will assign it to the [Issuer] [Trust], [who will pledge it to the Indenture [Indenture] Trustee under the Indenture. .] The Purchaser will have a valid and perfected and enforceable first priority security interest each Mortgaged Property related to a Land-and-Home Contract, subject to the exceptions set forth above.

Valid Security Interest. Each Contract (other than the Land-and-and- ----------------------- Home Contracts) creates a valid and enforceable perfected first priority security interest in favor of the Originator in the Manufactured Home covered thereby as security for payment of the Cut-off Date Principal Balance of such Contract. The Originator has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the Seller Seller, and the Seller has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the PurchaserTrustee. The Purchaser will own each Contract free of any lien and Trustee has and will have a valid and perfected and enforceable first priority security interest in each such Contract and Manufactured Home covered thereby. Upon execution of the Indenture, the Indenture Trustee will have a valid and perfected first priority security interest in the related Manufactured Home securing each Contract included in the Trust EstateHome. Each Mortgage related to a Land-and-Home Contract is a valid first lien in favor of the Seller on real property securing the amount owed by the Obligor under the related Land-Land- and-Home Contract subject only to (ia) the lien of current real property taxes and assessments, (iib) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Land-and-Home Contract obtained by the Seller and (iiic) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage. As of the Closing DateEach Land-and-Home Contract is covered by an American Land Title Association, with respect to each Contractor equivalent form, the lender's title insurance policy. The Seller will have has assigned all of its right, title and interest in such Land-and-and- Home Contract and related Mortgage, including the security interest in the Manufactured Home covered thereby, to the Purchaser who will assign it to the Issuer, who will pledge it to the Indenture Trustee under the IndentureTrustee. The Purchaser Trustee has and will have a valid and perfected and enforceable first priority security interest each Mortgaged Property related to a in such Land-and-Home Contract, subject to the exceptions set forth above.

Valid Security Interest. Each Contract (other than the Land-and-Home Contracts) creates a valid and enforceable perfected first priority security interest in favor of the Originator in the Manufactured Home covered thereby as security for payment of the Cut-off Date Principal Balance of such Contract. The Originator has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the Seller Seller, and the Seller has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the PurchaserTrustee. The Purchaser will own each Contract free of any lien and Trustee has and will have under this Agreement a valid and enforceable first priority continuing security interest (as defined in each the Minnesota UCC) in such Contract and Manufactured Home covered thereby. Upon execution of the IndentureHome, the Indenture Trustee will have a valid and perfected first priority which security interest in is prior to all other liens, and is enforceable against creditors of and purchasers from the related Manufactured Home securing each Contract included in Originator and the Trust EstateSeller. Each Mortgage related to a Land-and-Home Contract is a valid first lien in favor of the Seller on real property securing the amount owed by the Obligor under the related Land-and-Home Contract subject only to to (i) the lien of current real property taxes and assessments, , (ii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Land-and-Home Contract obtained by the Seller and and (iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage. As of the Closing DateEach Land-and-Home Contract is covered by an American Land Title Association, with respect to each Contractor equivalent form, the lender's title insurance policy. The Seller will have has assigned all of its right, title and interest in such Land-and-Home Contract and related Mortgage, including the security interest in the Manufactured Home covered thereby, to the Purchaser who will assign it to the Issuer, who will pledge it to the Indenture Trustee under the IndentureTrustee. The Purchaser Trustee has and will have under this Agreement a valid and perfected and enforceable first priority continuing security interest each Mortgaged Property related to a (as defined in the Minnesota UCC) in such Land-and-Home Contract, subject which security interest is prior to all other liens, and is enforceable against creditors of and purchasers from the exceptions set forth aboveOriginator and the Seller. The Contract constitutes an instrument, tangible chattel paper, an account or a payment intangible within the meaning of the Minnesota UCC.

Valid Security Interest. Each Contract (other than the Land-and-Home Contracts) creates a valid and enforceable perfected first priority security interest in favor of the Originator Seller in the Manufactured Home covered thereby as security for payment of the Cut-off Date Principal Balance of such Contract. The Originator has assigned to the Seller and the Seller has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the PurchaserMortgage SPV. The Purchaser Upon execution of this Agreement, Mortgage SPV will own each Contract free of any lien and has and will have a valid and perfected and enforceable first priority security interest in each such Contract and Manufactured Home covered thereby. Upon execution of the Indenture, the Indenture Trustee will have a valid and perfected first priority security interest in the related Manufactured Home securing each Contract included in the Trust Estate. Home. (i) Each Mortgage related to a Land-and-Home Contract (other than those specified as second lien mortgages on Schedule 4) is a valid first lien in favor of the Seller on real property securing the amount owed by the Obligor under the related Land-and-Home Contract subject only to (ia) the lien of current real property taxes and assessments, (iib) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Land-and-Home Contract obtained by the Seller and (iiic) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage. As of the Closing Date, with respect to each Contract, the Seller will have assigned all of its right, title and interest in such Land-and-Home Contract and related Mortgage, including the security interest in the Manufactured Home covered thereby, to the Purchaser who Mortgage SPV. Upon execution of this Agreement, Mortgage SPV will assign it own each Contract free of any lien and, except with respect to the Issuerthose specified as second lien mortgages on Schedule 4, who will pledge it to the Indenture Trustee under the Indenture. The Purchaser will have a valid and perfected and enforceable first priority security interest each in the related Mortgaged Property related to a Land-and-Home Contract, subject to the exceptions set forth above. (ii) The Contract constitutes an instrument, tangible chattel paper, an account or a payment intangible within the meaning of the Uniform Commercial Code in effect in the State of New York.

Valid Security Interest. Each Contract (other than the Land-and-Home Contracts) The Mortgage Loan creates a valid and enforceable perfected first priority security interest in favor of CIT Consumer Finance [(or, if CIT Consumer Finance is not the Originator Mortgage Loan Originator, such Mortgage Loan Originator)] in the Manufactured Home Mortgaged Property covered thereby as security for payment of the Cut-off Date Principal Certificate Balance of such Contract. The Originator Mortgage Loan[, which security interest has been validly and effectively assigned to the Seller and the Seller CIT Consumer Finance]. CIT Consumer Finance has assigned all of its right, title and interest in such ContractMortgage Loan, including the security interest in the Manufactured Home Mortgaged Property covered thereby, to the PurchaserCompany, and the Company has assigned all of its right, title and interest in such Mortgage Loan and related Mortgaged Property to the Trustee. The Purchaser will own each Contract free Subject to the effect of any lien and Section 4.02, the Trustee has and will have a valid and perfected and enforceable first priority security interest in each Manufactured Home covered therebysuch Mortgaged Property. Upon execution of The Trustee, pursuant to the Indenturesale in Section 2.01, the Indenture Trustee has and will have a valid and perfected first priority security ownership interest in the related Manufactured Home securing each Contract included in the Trust Estatesuch Mortgage Loan. Each Mortgage related to a Land-and-Home Contract is a valid first lien on real property in favor of CIT Consumer Finance [(or, if CIT Consumer Finance is not the Seller on real property Mortgage Loan Originator, such Mortgage Loan Originator)] securing the amount owed by the Obligor Mortgagor under the related Land-and-Home Contract Mortgage Loan subject only to (i) the lien of current real property taxes and assessments, (ii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Land-and-Home Contract Mortgage Loan obtained by the Seller Originator and (iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage. As of CIT Consumer Finance has assigned to the Closing DateCompany, with respect and the Company has assigned to each Contractthe Trustee, the Seller will have assigned all of its right, title and interest in such Land-and-Home Contract and related Mortgage, including the security interest in the Manufactured Home covered thereby, . Subject to the Purchaser who will assign it to effect of Section 4.02, the Issuer, who will pledge it to the Indenture Trustee under the Indenture. The Purchaser has and will have a valid and perfected and enforceable first priority security interest each Mortgaged Property related to a Land-and-Home Contractin such Mortgage. The Trustee, subject pursuant to the exceptions set forth abovesale in Section 2.01, has and will have a valid and perfected ownership interest in such Mortgage.

Valid Security Interest. Each Contract (other than the Land-and-Home Contracts) creates a valid and enforceable perfected first priority security interest in favor of the Originator in the Manufactured Home covered thereby as security for payment of the Cut-off Date Principal Balance of such Contract. The Originator has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the Seller Seller, and the Seller has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the PurchaserTrustee. The Purchaser will own each Contract free of any lien and Trustee has and will have a valid and perfected and enforceable first priority security interest in each such Contract and Manufactured Home covered thereby. Upon execution of the Indenture, the Indenture Trustee will have a valid and perfected first priority security interest in the related Manufactured Home securing each Contract included in the Trust EstateHome. Each Mortgage related to a Land-and-Home Contract is a valid first lien in favor of the Seller on real property securing the amount owed by the Obligor under the related Land-and-Home Contract subject only to (ia) the lien of current real property taxes and assessments, (iib) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Land-and-Home Contract obtained by the Seller and (iiic) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage. As of the Closing DateEach Land-and-Home Contract is covered by an American Land Title Association, with respect to each Contractor equivalent form, the lender's title insurance policy. The Seller will have has assigned all of its right, title and interest in such Land-and-Home Contract and related Mortgage, including the security interest in the Manufactured Home covered thereby, to the Purchaser who will assign it to the Issuer, who will pledge it to the Indenture Trustee under the IndentureTrustee. The Purchaser Trustee has and will have a valid and perfected and enforceable first priority security interest each Mortgaged Property related to a in such Land-and-Home Contract, subject to the exceptions set forth above.

Valid Security Interest. Each Contract (other than the ----------------------- Land-and-Home Contracts) creates a valid and enforceable perfected first priority security interest in favor of the Originator in the Manufactured Home covered thereby as security for payment of the Cut-off Date Principal Balance of such Contract. The Originator has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the Seller Seller, and the Seller has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the PurchaserTrustee. The Purchaser will own each Contract free of any lien and Trustee has and will have under this Agreement a valid and enforceable first priority continuing security interest (as defined in each the Minnesota UCC) in such Contract and Manufactured Home covered thereby. Upon execution of the IndentureHome, the Indenture Trustee will have a valid and perfected first priority which security interest in is prior to all other liens, and is enforceable against creditors of and purchasers from the related Manufactured Home securing each Contract included in Originator and the Trust EstateSeller. Each Mortgage related to a Land-and-Home Contract is a valid first lien in favor of the Seller on real property securing the amount owed by the Obligor under the related Land-and-Home Contract subject only to to (i) the lien of current real property taxes and assessments, , (ii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Land-and-Home Contract obtained by the Seller and and (iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage. As of the Closing DateEach Land-and-Home Contract is covered by an American Land Title Association, with respect to each Contractor equivalent form, the lender's title insurance policy. The Seller will have has assigned all of its right, title and interest in such Land-and-Home Contract and related Mortgage, including the security interest in the Manufactured Home covered thereby, to the Purchaser who will assign it to the Issuer, who will pledge it to the Indenture Trustee under the IndentureTrustee. The Purchaser Trustee has and will have under this Agreement a valid and perfected and enforceable first priority continuing security interest each Mortgaged Property related to a (as defined in the Minnesota UCC) in such Land-and-Home Contract, subject which security interest is prior to all other liens, and is enforceable against creditors of and purchasers from the exceptions set forth aboveOriginator and the Seller. The Contract constitutes an instrument, tangible chattel paper, and account or a payment intangible within the meaning of the Minnesota UCC.

Valid Security Interest. Each Contract (other than the Land-and-Home Contracts) creates a valid and enforceable perfected first priority security interest in favor of the Originator in the Manufactured Home covered thereby as security for payment of the Cut-off Date Principal Balance of such Contract. The Originator has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the Seller Seller, and the Seller has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the PurchaserTrustee. The Purchaser will own each Contract free of any lien and Trustee has and will have a valid and perfected and enforceable first priority security interest in each such Contract and Manufactured Home covered thereby. Upon execution of the Indenture, the Indenture Trustee will have a valid and perfected first priority security interest in the related Manufactured Home securing each Contract included in the Trust EstateHome. Each Mortgage related to a Land-and-Home Contract is a valid first lien in favor of the Seller on real property securing the amount owed by the Obligor under the related Land-and-Home Contract subject only to to (i) the lien of current real property taxes and assessments, , (ii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Land-and-Home Contract obtained by the Seller and and (iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage. As of the Closing DateEach Land-and-Home Contract is covered by an American Land Title Association, with respect to each Contractor equivalent form, the lender's title insurance policy. The Seller will have has assigned all of its right, title and interest in such Land-and-Home Contract and related Mortgage, including the security interest in the Manufactured Home covered thereby, to the Purchaser who will assign it to the Issuer, who will pledge it to the Indenture Trustee under the IndentureTrustee. The Purchaser Trustee has and will have a valid and perfected and enforceable first priority security interest each Mortgaged Property related to a in such Land-and-Home Contract, subject to the exceptions set forth above.

Valid Security Interest. Each Contract (other than the Land-and-Home Contracts) The Contract, together with any related Mortgage, creates a valid valid, subsisting and enforceable perfected first priority security interest in favor of the Originator Seller in the Manufactured Home covered thereby as security for payment and, in the case of the Cut-off Date Principal Balance of such Contract. The Originator has assigned to the Seller and the Seller has assigned all of its right, title and interest in such a Land Home Contract, including the security interest in the Manufactured Home covered thereby, to the Purchaser. The Purchaser will own each Contract free of any a first mortgage lien and has and will have a valid and enforceable first priority security interest in each Manufactured Home covered thereby. Upon execution of the Indenture, the Indenture Trustee will have a valid and perfected first priority security interest in on the related Manufactured Home securing each Contract included in the Trust Estate. Each Mortgage related to a Land-and-Home Contract is a valid first lien in favor of the Seller on real property securing the amount owed by the Obligor under the related Land-and-Home Contract Mortgaged Property, subject only to (i) the lien of current real property taxes and assessments, (ii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Land-and-Land Home Contract obtained by the Seller and (iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage. As ; such security interest or Mortgage has been assigned by the Seller to the Depositor and, assuming the due authorization, execution and delivery by the Depositor of this Agreement, the Sale and Purchase Agreement and such other instruments relating to the transfer of the Closing Date, with respect Contract to each Contract, the Trustee as the Seller will have assigned all of its righthas presented to the Depositor for execution and delivery, title and interest in such Land-by the Depositor to the Trustee, and-Home Contract and related Mortgage, including assuming the security Depositor has neither conveyed an interest in the Contract or related Mortgaged Property except pursuant to this Agreement nor created any Lien on the Contract, their proceeds or any Manufactured Home covered therebyor related Mortgaged Property except as contemplated by this Agreement, to the Purchaser who will assign it to the Issuer, who will pledge it to the Indenture Trustee under the Indenture. The Purchaser will have has a valid and perfected and enforceable first priority security interest each Mortgaged Property related to in such Manufactured Home and, in the case of a Land-and-Land Home Contract, subject to a first mortgage lien on the exceptions set forth aboverelated Mortgaged Property.

Valid Security Interest. Each Contract (other than the Land-and-Home Contracts) creates a valid and enforceable perfected first priority security interest in favor of the Originator in the Manufactured Home covered thereby as security for payment of the Cut-off Date Principal Balance of such Contract. The Originator has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the Seller Seller, and the Seller has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the PurchaserTrustee. The Purchaser will own each Contract free of any lien and Trustee has and will have under this Agreement a valid and enforceable first priority continuing security interest (as defined in each the Minnesota UCC) in such Contract and Manufactured Home covered thereby. Upon execution of the IndentureHome, the Indenture Trustee will have a valid and perfected first priority which security interest in is prior to all other liens, and is enforceable against creditors of and purchasers from the related Manufactured Home securing each Contract included in Originator and the Trust EstateSeller. Each Mortgage related to a Land-and-Home Contract is a valid first lien in favor of the Seller on real property securing the amount owed by the Obligor under the related Land-and-Home Contract subject only to to (i) the lien of current real property taxes and assessments, , (ii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Land-and-Home Contract obtained by the Seller and and (iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage. As of the Closing DateEach Land-and-Home Contract is covered by an American Land Title Association, with respect to each Contractor equivalent form, the lender's title insurance policy. The Seller will have has assigned all of its right, title and interest in such Land-and-Home Contract and related Mortgage, including the security interest in the Manufactured Home covered thereby, to the Purchaser who will assign it to the Issuer, who will pledge it to the Indenture Trustee under the IndentureTrustee. The Purchaser Trustee has and will have under this Agreement a valid and perfected and enforceable first priority continuing security interest each Mortgaged Property related to a (as defined in the Minnesota UCC) in such Land-and-Home Contract, subject which security interest is prior to all other liens, and is enforceable against creditors of and purchasers from the exceptions set forth aboveOriginator and the Seller. The Contract constitutes an instrument, tangible chattel paper, and account or a payment intangible within the meaning of the Minnesota UCC.

Valid Security Interest. Each Contract (other than the Land-and-and- ----------------------- Home Contracts) creates a valid and enforceable perfected first priority security interest in favor of the Originator in the Manufactured Home covered thereby as security for payment of the Cut-off Date Principal Balance of such Contract. The Originator has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the Seller Seller, and the Seller has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the PurchaserTrustee. The Purchaser will own each Contract free of any lien and Trustee has and will have a valid and perfected and enforceable first priority security interest in each such Contract and Manufactured Home covered thereby. Upon execution of the Indenture, the Indenture Trustee will have a valid and perfected first priority security interest in the related Manufactured Home securing each Contract included in the Trust EstateHome. Each Mortgage related to a Land-and-Home Contract is a valid first lien in favor of the Seller on real property securing the amount owed by the Obligor under the related Land-Land- and-Home Contract subject only to (ia) the lien of current real property taxes and assessments, (iib) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Land-and-Home Contract obtained by the Seller and (iiic) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage. As of the Closing Date, with respect to each Contract, the The Seller will have has assigned all of its right, title and interest in such Land-and-Home Contract and related Mortgage, including the security interest in the Manufactured Home covered thereby, to the Purchaser who will assign it to the Issuer, who will pledge it to the Indenture Trustee under the IndentureTrustee. The Purchaser Trustee has and will have a valid and perfected and enforceable first priority security interest each Mortgaged Property related to a in such Land-and-Home Contract, subject to the exceptions set forth above.

Valid Security Interest. Each Contract (other than the Land-and-Home Contracts) creates a valid and enforceable perfected first priority security interest in favor of the Originator Seller in the Manufactured Home covered thereby as security for payment of the Cut-off Date Principal Balance of such Contract. The Originator has assigned to the Seller and the Seller has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the PurchaserDepositor, and the Depositor has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the Trustee. The Purchaser will own each Contract free of any lien and Trustee has and will have a valid and perfected and enforceable first priority security interest in each such Contract and Manufactured Home covered thereby. Upon execution of the Indenture, the Indenture Trustee will have a valid and perfected first priority security interest in the related Manufactured Home securing each Contract included in the Trust EstateHome. Each Mortgage related to a Land-and-Home Contract is a valid first lien in favor of the Seller on real property securing the amount owed by the Obligor under the related Land-and-Home Contract subject only to (ia) the lien of current real property taxes and assessments, (iib) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Land-and-Home Contract obtained by the Seller and (iiic) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage. As of the Closing Date, with respect to each Contract, the Seller will have assigned all of its right, title and interest in such Land-and-Home Contract and related Mortgage, including the security interest in the Manufactured Home covered thereby, to the Purchaser Depositor who will assign has assigned it to the Issuer, who will pledge it to the Indenture Trustee under the IndentureTrustee. The Purchaser Trustee has and will have a valid and perfected and enforceable first priority security interest each in the related Mortgaged Property related to a Land-and-Home Contract, subject to the exceptions set forth above.

Valid Security Interest. Each Contract (other than the Land-and-Home ----------------------- Contracts) creates a valid and enforceable perfected first priority security interest in favor of the Originator in the Manufactured Home covered thereby as security for payment of the Cut-off Date Principal Balance of such Contract. The Originator has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the Seller Seller, and the Seller has assigned all of its right, title and interest in such Contract, including the security interest in the Manufactured Home covered thereby, to the PurchaserTrustee. The Purchaser will own each Contract free of any lien and Trustee has and will have under this Agreement a valid and enforceable first priority continuing security interest (as defined in each the Minnesota UCC) in such Contract and Manufactured Home covered thereby. Upon execution of the IndentureHome, the Indenture Trustee will have a valid and perfected first priority which security interest in is prior to all other liens, and is enforceable against creditors of and purchasers from the related Manufactured Home securing each Contract included in Originator and the Trust EstateSeller. Each Mortgage related to a Land-and-Home Contract is a valid first lien in favor of the Seller on real property securing the amount owed by the Obligor under the related Land-and-Home Contract subject only to (ia) the lien of current real property taxes and assessments, (iib) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Land-and-Home Contract obtained by the Seller and (iiic) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage. As of the Closing DateEach Land-and-Home Contract is covered by an American Land Title Association, with respect to each Contractor equivalent form, the lender's title insurance policy. The Seller will have has assigned all of its right, title and interest in such Land-and-Home Contract and related Mortgage, including the security interest in the Manufactured Home covered thereby, to the Purchaser who will assign it to the Issuer, who will pledge it to the Indenture Trustee under the IndentureTrustee. The Purchaser Trustee has and will have under this Agreement a valid and perfected and enforceable first priority continuing security interest each Mortgaged Property related to a (as defined in the Minnesota UCC) in such Land-and-Home Contract, subject which security interest is prior to all other liens, and is enforceable against creditors of and purchasers from the exceptions set forth aboveOriginator and the Seller. The Contract constitutes an instrument, tangible chattel paper, an account or a payment intangible within the meaning of the Minnesota UCC.