Common use of Conveyance of the Subsequent Contracts Clause in Contracts

Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the applicable Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Seller of the Subsequent Contracts shall be absolute and is intended by the Seller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. b. The Seller shall transfer the Subsequent Contracts to the Trustee, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts; (ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date; (iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts; (iv) as of each Subsequent Transfer Date, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q; (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and Subsidiary REMIC) or the Certificateholders; (vi) the Pre-Funding Period shall not have ended; (vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 and 3.03; and (viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters. (ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date. c. On or before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee each of the items listed below: (i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c) of this Agreement. (ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A, Class M and Class B-1 Certificates shall not receive from any of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date. (iii) Evidence that the aggregate amount on deposit in the Pre- Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any Subsequent Contracts that had been specifically identified as Subsequent Contracts as of the Closing Date (and were purchased by the Trust on or before the first Remittance Date), did not exceed 25% of the aggregate Original Principal Balance of the Master Certificates.

Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the applicable Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Seller of the Subsequent Contracts shall be absolute and is intended by the Seller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. b. The Seller shall transfer the Subsequent Contracts to the Trustee, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts; (ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date; (iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts; (iv) as of each Subsequent Transfer Date, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q; (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and the Subsidiary REMIC) or the Certificateholders; (vi) the Pre-Funding Period shall not have ended; (vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 and 3.03; and (viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters. (ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date. c. On or before Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee each of the items listed belowTrustee: (i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c) of this Agreement. (ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A, Class M and Class B-1 A Certificates shall not receive from any of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date. (iii) Evidence that the aggregate amount on deposit in the Pre- Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any the Subsequent Contracts that had been Contracts, not specifically identified as Subsequent Contracts as of the Closing Date (and were purchased by the Trust on or before the first Remittance Date), did does not exceed 25% of the aggregate Original Principal Balance of the Master CertificatesBalance.

Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Company of all or a portion of the balance of funds in the Pre-Funding Account, the Seller Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the applicable related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Seller Company of the Subsequent Contracts shall be absolute and is intended by the SellerCompany, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller Company to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. b. The Seller Company shall transfer to the Trustee the Subsequent Contracts to the TrusteeContracts, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller Company shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts; (ii) the Seller Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date; (iii) the Seller Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts; (iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Seller Subsequent Transfer Instrument, the Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q; (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and the Subsidiary REMIC) or the Certificateholders or Class C Certificateholders; (vi) the Pre-Funding Period shall not have ended; (vii) the Seller Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 3.01, 3.02, 3.03 and 3.033.04; and (viii) the Seller and the Originator Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters. (ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date. c. On or before Before the last day of the Pre-Funding Period, the Seller Company shall deliver to the Trustee each of the items listed belowTrustee: (i) A letter from PricewaterhouseCoopers KPMG Peat Marwick LLP or another nationally recognized accounting firm retained by the Seller Company (with copies provided to the Rating AgenciesMoody's, Fitch, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c3.03(b) of this Agreement. (ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A, Class M and Class B-1 A Certificates shall not receive from any of the Rating Agencies ▇▇▇▇▇'▇ or Fitch a lower credit rating than the rating assigned to such Certificates as of the Closing Date. (iii) Evidence that the aggregate amount on deposit in the Pre- Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any the Subsequent Contracts that had been Contracts, not specifically identified as Subsequent Contracts as of the Closing Date (and were purchased by the Trust on or before the first Remittance Date), did does not exceed 25% of the aggregate Original Principal Balance of the Master CertificatesBalance.

Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller Company of all or a portion of the balance of funds in the Pre-Funding Account, the Seller Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the applicable related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Seller Company of the Subsequent Contracts shall be absolute and is intended by the SellerCompany, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller Company to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. b. The Seller Company shall transfer to the Trustee the Subsequent Contracts to the TrusteeContracts, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller Company shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts; (ii) the Seller Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date; (iii) the Seller Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts; (iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Seller Subsequent Transfer Instrument, the Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q; (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and the Subsidiary REMIC) or the Certificateholders or Class C Certificateholders; (vi) the Pre-Funding Period shall not have ended; (vii) the Seller Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 3.01, 3.02, 3.03 and 3.033.04; and (viii) the Seller and the Originator Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters. (ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date. c. On or before Before the last day of the Pre-Funding Period, the Seller Company shall deliver to the Trustee each of the items listed belowTrustee: (i) A letter from PricewaterhouseCoopers KPMG Peat Marwick LLP or another nationally recognized accounting firm retained by the Seller Company (with copies provided to the Rating Agencies▇▇▇▇▇'▇ Standard & Poor's and, Fitch, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c3.03(b) of this Agreement. (ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A, Class M and Class B-1 A-1 Certificates shall not receive from any of the Rating Agencies ▇▇▇▇▇'▇, or Fitch a lower credit rating than the rating assigned to such Certificates as of the Closing Date. (iii) Evidence that the aggregate amount on deposit in the Pre- Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any the Subsequent Contracts that had been Contracts, not specifically identified as Subsequent Contracts as of the Closing Date (and were purchased by the Trust on or before the first Remittance Date), did does not exceed 25% of the aggregate Original Principal Balance of the Master CertificatesBalance.

Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the applicable related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Seller of the Subsequent Contracts shall be absolute and is intended by the Seller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. b. The Seller shall transfer to the Trustee the Subsequent Contracts to the TrusteeContracts, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts; (ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date; (iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts; (iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q; (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and the Subsidiary REMIC) or the Certificateholders; (vi) the Pre-Funding Period shall not have ended; (vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 3.01, 3.02, 3.03, 3.04 and 3.033.05; and (viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies Standard & Poor's, Fitch, ▇▇▇▇▇'▇ and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters. (ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date. c. On or before Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee each of the items listed belowTrustee: (i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating AgenciesStandard & Poor's, Fitch, Moody's, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c3.04(b) of this Agreement. (ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A, Class M and Class B-1 A Certificates shall not receive from any of the Rating Agencies Standard & Poor's, Fitch or ▇▇▇▇▇'▇ a lower credit rating than the rating assigned to such Certificates as of the Closing Date. (iii) Evidence that the aggregate amount on deposit in the Pre- Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any the Subsequent Contracts that had been Contracts, not specifically identified as Subsequent Contracts as of the Closing Date (and were purchased by the Trust on or before the first Remittance Date), did does not exceed 25% of the aggregate Original Principal Balance of the Master CertificatesBalance.

Conveyance of the Subsequent Contracts. a. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) belowbelow (based on the Trustee's receipt of Vanderbilt's Officer's Certificate pursuant to condition (vi) or, if a Responsible Officer of the Trustee has actual knowledge relating to the satisfaction of a condition, based on such actual knowledge) in consideration of the Trustee's delivery on the related relevant Subsequent Transfer Dates to or upon the order of the Seller Vanderbilt of all or a portion of the balance of funds in the Pre-Funding Account, the Seller Vanderbilt shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trust by execution and delivery of Trustee, as trustee, or a Subsequent Transfer Instrumentseparate trustee, all the of Vanderbilt's right, title and interest of the Seller in and to any and all benefits accruing to Vanderbilt from the Subsequent Contracts identified on the List of Contracts attached which Vanderbilt is causing to be delivered to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the applicable Cut-off Date, Trustee (and all items substitutions therefor as provided by Section 3.05), together with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Filesall payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Contracts, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing). The transfer to the Trustee by the Seller of the Subsequent Contracts set forth on the Contract Schedule (relating to a Subsequent Transfer Date) to the Trustee, as trustee, or a separate trustee shall be absolute and is shall be intended by the Seller, the Trustee Certificateholders and the Certificateholders to constitute and all parties hereto to be treated as a sale of the by Vanderbilt. Each such conveyance and each Subsequent Contracts Contract shall be governed by the Seller to the TrustSection 2.01(b). The purchase price paid by amount released from the Trustee Pre-Funding Account shall be one one-hundred percent (100%) of the aggregate Cut-off Date Principal Balances principal balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. b. The Seller shall transfer the Subsequent Contracts so transferred. Upon the transfer by Vanderbilt of the Subsequent Contracts, such Subsequent Contracts (and all principal collected and interest accruing thereon subsequent to the Trustee, Subsequent Cut-Off Date) and all other rights and interests with respect to such Subsequent Contracts and all proceeds derived therefrom shall be deemed for all purposes hereunder to be part of the Trust Fund. (b) The obligation of the Trustee to accept the transfer of the Subsequent Contracts and the Trustee shall release funds from the Pre-Funding Account, only upon other property and rights related thereto described in paragraph (a) above is subject to the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller Vanderbilt shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date updated Contract Schedule and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts; (ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date; (iii) the Seller Vanderbilt shall have delivered to the Trustee or a separate trustee a duly executed Subsequent Transfer Instrument written assignment (including an acceptance by the Trustee) in substantially in the form of Exhibit PM, which shall include a List Schedule of Contracts, listing the Subsequent Contracts identifying and any other exhibits listed thereon; (iii) Vanderbilt shall have deposited in the Certificate Account all principal collected and interest accruing in respect of such Subsequent Contracts on or after the related Subsequent ContractsCut-Off Date; (iv) as of each Subsequent Transfer Date, the Seller shall Vanderbilt was not insolvent, nor will it be insolvent nor shall it have been made insolvent by such transfer transfer, nor shall is it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q; (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and Subsidiary REMIC) or the Certificateholders; (vi) the Pre-Funding Period shall not have ended;; and (viivi) the Seller Vanderbilt shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, Certificate confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 paragraph (b) and in Sections 3.01 the related Subsequent Transfer Agreement. (c) The obligation of the Trust Fund to purchase a Subsequent Contract on any Subsequent Transfer Date is subject to the following requirements: (i) such Subsequent Contracts may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date and 3.03shall have a scheduled payment (or in the case of Bi-Weekly Contracts, two scheduled payments) due and payable to the Trust Fund on or after the related Subsequent Cut-Off Date and prior to the end of the Due Period with respect to the Remittance Date next succeeding such Subsequent Cut-Off Date; and (viiiii) following the purchase of such Subsequent Contracts by the Trust Fund, the Contract Pool (including the Subsequent Contracts): (a) will have a weighted average Contract Rate of at least 10.222%; (b) will have a weighted average remaining term to stated maturity of not more than 228 months; (c) will have a weighted average original term to maturity of not more than 236 months; (d) will have a weighted average Loan-to-Value Ratio of not more than 85%; (e) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer percentage of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters. by outstanding principal balance (ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer DateCut-Off Date in the case of the Subsequent Contracts) secured by Manufactured Homes which were new at the time the related Contracts were originated will be at least 66%; (f) the percentage of the Contracts by outstanding principal balance (as of the Subsequent Cut-Off Date in the case of the Subsequent Contracts) secured by Manufactured Homes which were located in Texas at the time the related Contracts were originated will be no more than 20%; (g) the percentage of the Contracts by outstanding principal balance (as of the Subsequent Cut-Off Date in the case of the Subsequent Contracts) secured by Manufactured Homes which were located in Tennessee at the time the related Contracts were originated will be no more than 12%; (h) the percentage of the Contracts by outstanding principal balance (as of the Subsequent Cut-Off Date in the case of the Subsequent Contracts) secured by Land-and-Home Contracts will be at least 14%; (i) the percentage of the Contracts by outstanding principal balance (as of the Subsequent Cut-Off Date in the case of the Subsequent Contracts) secured by "single-wide" Manufactured Homes will be no more than 43%; (j) the percentage of the Contracts by outstanding principal balance (as of the Subsequent Cut-Off Date in the case of the Subsequent Contracts) secured by Manufactured Homes which were located in a "park" (where such information is available) will be no more than 24%; (k) the percentage of the Contracts by outstanding principal balance (as of the Subsequent Cut-Off Date in the case of the Subsequent Contracts) with an LTV in excess of 90% at the time of origination will be no more than 43%; (l) will have a weighted average of internal credit scores by Vanderbilt of not less than 218; (m) will have a weighted average FICO score of not less than 638 for those loans for which a FICO score is available; (n) the percentage of the Contracts by outstanding principal balance (as of the Subsequent Cut-Off Date in the case of the Subsequent Contracts) which were repossessed and subsequently refinanced at the time of origination will be no more than 15%; and (o) the percentage of the Contracts by outstanding principal balance (as of the Subsequent Cut-Off Date in the case of the Subsequent Contracts) which were originated by Vanderbilt will be at least 59%. c. On or before (d) In connection with each Subsequent Transfer Date and on the last day first four Determination Dates, the Servicer shall determine and, no later than 10:00 a.m. New York City time on such date, advise the Trustee in writing: (i) Pre-Funding Account Earnings and the Pre-Funded Amount and (ii) any other necessary matters in connection with the administration of the Pre-Funding Period, Account. In the Seller shall deliver event that any amounts are released to the Trustee each of Certificateholders or Vanderbilt from the items listed below: (i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c) of this Agreement. (ii) Evidence that Pre-Funding Account as a result of an error in calculation, such Certificateholders or Vanderbilt, as applicable, shall immediately repay such amounts to the purchase by the Trust Trustee. [End of the Subsequent Contracts, the Class A, Class M and Class B-1 Certificates shall not receive from any of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date. (iii) Evidence that the aggregate amount on deposit in the Pre- Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any Subsequent Contracts that had been specifically identified as Subsequent Contracts as of the Closing Date (and were purchased by the Trust on or before the first Remittance Date), did not exceed 25% of the aggregate Original Principal Balance of the Master Certificates.Article V]

Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the applicable Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Seller of the Subsequent Contracts shall be absolute and is intended by the Seller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. b. The Seller shall transfer the Subsequent Contracts to the Trustee, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts; (ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date; (iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts; (iv) as of each Subsequent Transfer Date, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q; (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and the Subsidiary REMIC) or the Certificateholders; (vi) the Pre-Funding Period shall not have ended; (vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 and 3.03; and (viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters. (ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date. c. On or before Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee each of the items listed belowTrustee: (i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c) of this Agreement. (ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A, Class M and Class B-1 A Certificates shall not receive from any of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date. (iii) Evidence that the aggregate amount on deposit in the Pre- Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any Subsequent Contracts that had been specifically identified as Subsequent Contracts as of the Closing Date (and were purchased by the Trust on or before the first Remittance Distribution Date), did not exceed 25% of the aggregate Original Principal Balance of the Master Certificates.

Conveyance of the Subsequent Contracts. a. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the applicable Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Seller of the Subsequent Contracts shall be absolute and is intended by the Seller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. b. (b) The Seller shall transfer the Subsequent Contracts to the Trustee, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts; (ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date; (iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit PO, which shall include a List of Contracts identifying the related Subsequent Contracts; (iv) as of each Subsequent Transfer Date, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q; P (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and the Subsidiary REMIC) or the Certificateholders; (vi) the Pre-Funding Period shall not have ended; (vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 and 3.03; and (viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters. (ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date. c. On or before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee each of the items listed below: (i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c) of this Agreement. (ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A, Class M and Class B-1 Certificates shall not receive from any of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date. (iii) Evidence that the aggregate amount on deposit in the Pre- Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any Subsequent Contracts that had been specifically identified as Subsequent Contracts as of the Closing Date (and were purchased by the Trust on or before the first Remittance Date), did not exceed 25% of the aggregate Original Principal Balance of the Master Certificates.

Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in In consideration of the Owner Trustee's delivery on the related Subsequent Transfer Dates Date to or upon the order of the Seller Company of all or a portion of the purchase price for the Subsequent Contracts to be conveyed to the Trust on such date up to the balance of funds on deposit in the Pre-Funding AccountAccount on such related Subsequent Transfer Date, the Seller Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey to the Trust by execution and delivery of a an assignment substantially in the form of 23 the Subsequent Transfer InstrumentAgreement attached hereto as Exhibit C, and the Trust shall purchase, (i) all the right, title and interest of the Seller Company in and to the Subsequent Contracts identified on and all the List of Contracts attached rights, benefits, and obligations arising from and in connection with each Subsequent Contract, (ii) the security interests in the Subsequent Financed Vehicles granted by the Obligors pursuant to the Subsequent Transfer InstrumentContracts, including (iii) all rights to receive payments received by the Company on or with respect to the Subsequent Contracts due on or after the applicable Subsequent Cut-off Date, and all items Date (exclusive of payments with respect to such Post Cut-off Date Insurance Add-Ons), (iv) the interest of the Company in any Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer Financed Vehicles (including any right to the Trustee by the Seller of receive future Net Liquidation Proceeds) that secure the Subsequent Contracts and that shall be absolute and is intended have been repossessed by the Seller, Servicer by or on behalf of the Trustee Trust; (v) all rights of the Company to proceeds of Insurance Policies covering the Obligors and the Certificateholders Subsequent Contracts, (vi) the proceeds from any Servicer's Errors and Omissions Protection Policy, any fidelity bond and any blanket hazard policy, to constitute and the extent such proceeds relate to be treated as a sale any Subsequent Financed Vehicle, (vii) all rights of recourse against any cosigner or under any personal guarantee with respect to the Subsequent Contracts by (other than any right as against a Dealer under a Dealer Agreement), (viii) all proceeds in any way derived from any of the Seller foregoing items, and (ix) all documents contained or required to be contained in the Contract Files relating to the TrustSubsequent Contracts. The parties intend and agree that the conveyance of the Company's right, title and interest in and to the Subsequent Contracts pursuant to this Agreement shall constitute an absolute sale. The "purchase price paid by the Trustee price" shall be one hundred percent (100%) of the aggregate principal amount outstanding on the Subsequent Contracts so transferred as of the related Subsequent Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. b. The Seller shall transfer the Subsequent Contracts to the Trustee, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts; (ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date; (iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts; (iv) as of each Subsequent Transfer Date, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q; (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and Subsidiary REMIC) or the Certificateholders; (vi) the Pre-Funding Period shall not have ended; (vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 and 3.03; and (viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters. (ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date. c. On or before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee each of the items listed below: (i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c) of this Agreement. (ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A, Class M and Class B-1 Certificates shall not receive from any of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date. (iii) Evidence that the aggregate amount on deposit in the Pre- Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any Subsequent Contracts that had been specifically identified as Subsequent Contracts as of the Closing Date (and were purchased by the Trust on or before the first Remittance Date), did not exceed 25% of the aggregate Original Principal Balance of the Master Certificates.

Conveyance of the Subsequent Contracts. a. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the applicable related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files Files, and Land-and-Home Contract Filesall rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trustee Trust by the Seller of the Subsequent Contracts shall be absolute and is intended by the Seller, the Trustee Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Seller to the Trust. The purchase price paid by the Trustee Trust shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with from amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. b. (b) The Seller shall transfer to the Trust the Subsequent Contracts to the TrusteeContracts, and the Trustee Trust shall release funds equal to the purchase price therefor from the Pre-Pre- Funding Account, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice, with a copy of such Addition Notice to S&P and ▇▇▇▇▇'▇, at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts; (ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date; (iii) the Seller shall have delivered to the Owner Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit PF, which shall include a List of Contracts identifying the related Subsequent Contracts; (iviii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q; (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and Subsidiary REMIC) or the Certificateholders; (viiv) the Pre-Funding Period shall not have ended; (viiv) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit QG, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 3.01, 3.02, 3.03 and 3.033.04; and (viiivi) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to S&P, ▇▇▇▇▇'▇, the Rating Agencies Owner Trustee and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters. (ixc) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date. c. On or before Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee each of the items listed below: (i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating Agenciesevidence that, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c) of this Agreement. (ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A, Class M and Class B-1 Certificates shall not receive from any none of the Rating Agencies a lower credit rating than the rating ratings assigned to such Certificates as of the Closing Date. (iii) Evidence that the aggregate amount on deposit in the Pre- Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any Subsequent Contracts that had been specifically identified as Subsequent Contracts Securities as of the Closing Date by S&P or ▇▇▇▇▇'▇ will be reduced, withdrawn or qualified. (d) Although the parties intend that the conveyance pursuant to each Subsequent Transfer Instrument of the Seller's right, title and were purchased by interest in and to the related Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for loans from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the rights and obligations of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent Transfer Instrument and that the Seller shall be deemed to have granted to the Trust, and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust on or before terminates prior to the first Remittance Date), did not exceed 25% satisfaction of the aggregate Original Principal Balance claims of any Person under any Certificate, any Note or the Master CertificatesSecured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of such Person.

Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in In consideration of the Owner Trustee's delivery on the related Subsequent Transfer Dates Date to or upon the order of the Seller Company of all or a portion of the purchase price for the Subsequent Contracts to be conveyed to the Trust on such date up to the balance of funds on deposit in the Pre-Funding AccountAccount on such related Subsequent Transfer Date, the Seller Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey to the Trust by execution and delivery of a an assignment substantially in the form of the Subsequent Transfer InstrumentAgreement attached hereto as Exhibit C, and the Trust shall purchase, (i) all the right, title and interest of the Seller Company in and to the Subsequent Contracts identified on and all the List of Contracts attached rights, benefits, and obligations arising from and in connection with each Subsequent Contract, (ii) the security interests in the Subsequent Financed Vehicles granted by the Obligors pursuant to the Subsequent Transfer InstrumentContracts, including (iii) all rights to receive payments received by the Company on or with respect to the Subsequent Contracts due on or after the applicable Subsequent Cut-off Date, and all items Date (exclusive of payments with respect to such Post Cut-off Date Insurance Add-Ons), (iv) the interest of the Company in any Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer Financed Vehicle (including any right to the Trustee by the Seller of receive future Net Liquidation Proceeds) that secures the Subsequent Contracts and that shall be absolute and is intended have been repossessed by the Seller, Servicer by or on behalf of the Trustee Trust; (v) all rights of the Company to proceeds of Insurance Policies covering the Obligors and the Certificateholders Subsequent Contracts, (vi) the proceeds from any Servicer's Errors and Omissions Protection Policy, any fidelity bond and any blanket hazard policy, to constitute and the extent such proceeds relate to be treated as a sale any Subsequent Financed Vehicle, (vii) all rights of recourse against any cosigner or under any personal guarantee with respect to the Subsequent Contracts by (other than any right as against a Dealer under a Dealer Agreement), (viii) all proceeds in any way derived from any of the Seller foregoing items, and (ix) all documents contained or required to be contained in the Contract Files relating to the TrustSubsequent Contracts. The parties intend and agree that the conveyance of the Company's right, title and interest in and to the Subsequent Contracts pursuant to this Agreement shall constitute an absolute sale. The "purchase price paid by the Trustee price" shall be one hundred percent (100%) of the aggregate principal amount outstanding on the Subsequent Contracts so transferred as of the related Subsequent Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. b. The Seller shall transfer the Subsequent Contracts to the Trustee, and the Trustee shall release funds from the Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts; (ii) the Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date; (iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts; (iv) as of each Subsequent Transfer Date, the Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q; (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and Subsidiary REMIC) or the Certificateholders; (vi) the Pre-Funding Period shall not have ended; (vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 and 3.03; and (viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters. (ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date. c. On or before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee each of the items listed below: (i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.04(c) of this Agreement. (ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A, Class M and Class B-1 Certificates shall not receive from any of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date. (iii) Evidence that the aggregate amount on deposit in the Pre- Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of any Subsequent Contracts that had been specifically identified as Subsequent Contracts as of the Closing Date (and were purchased by the Trust on or before the first Remittance Date), did not exceed 25% of the aggregate Original Principal Balance of the Master Certificates.