Common use of Retitling; Security Interests Clause in Contracts

Retitling; Security Interests. (a) If, at any time, a Service Transfer has occurred and Conseco Finance Corp. is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to the Trustee an Opinion of Counsel to the effect that assignment and recordation of the Mortgages, securing Land-and-Home Contracts relating to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee of the Originator's lien on the real property securing such Land-and-Home Contracts, and (ii) file in the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the Mortgages securing all Land-and-Home Contracts secured by Mortgages relating to real estate located in the recordation states.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Company is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Company will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. the Company will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee equals or exceeds 10% of the Originator's lien on Cut-off Date Pool Principal Balance, the real property securing such Land-and-Home Contracts, and Company shall (iii) file in within 60 days of the Closing Date submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) at the Closing Date, deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate securing the Land-and-Home Contracts, with the exception of real estate located in such states as may be identified in such Opinion of Counsel, provided that the Land-and-Home Contracts secured by Mortgages relating to real estate located in such identified states does not exceed 10% of the recordation statesCut-off Date Pool Principal Balance. If at any time during the term of this Agreement, the Trustee receives written notice from the Company or the Servicer that the Company does not have a long-term senior debt rating from Xxxxx'x of Baa3 or higher, from Standard & Poor's of BBB- or higher and from Fitch of BBB or higher, or if the Trustee otherwise becomes aware of the same, the Trustee, at the Company's expense, shall file promptly in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each Mortgage securing a Land-and-Home Contract.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) d. The Originator shall shall (i) deliver to the Trustee an Opinion of Counsel to the effect that assignment and recordation of the Mortgages, securing Land-Land- and-Home Contracts relating to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee of the Originator's lien on the real property securing such Land-and-Home Contracts, and and (ii) file in the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the Mortgages securing all Land-and-Home Contracts secured by Mortgages relating to real estate located in the recordation states.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Company is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Company will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. the Company will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating is less than 10% of the Cut-off Date Pool Principal Balance, then on the Closing Date the Company shall deliver to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment Custodian executed assignments to the Trustee on behalf of the Originator's lien on the real property Trust in recordable form of each Mortgage securing such a Land-and-Home ContractsContract. If the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts equals or exceeds 10% of the Cut-off Date Pool Principal Balance, and the Company shall (iii) file in within 60 days of the Closing Date submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts secured by Mortgages relating with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate located securing the Land-and-Home Contracts. If at any time during the term of this Agreement, the Trustee receives written notice from the Company or the Servicer that the Company does not have a long-term senior debt rating from Xxxxx'x of Baa3 or higher, from Standard & Poor's of BBB- or higher and from Fitch of BBB- or higher, or if the Trustee otherwise becomes aware of the same, the Trustee, at the Company's expense, shall file promptly in the recordation statesappropriate recording offices the assignments to the Trustee on behalf of the Trust of each Mortgage securing a Land-and-Home Contract.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Company is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Company will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 c. financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating is less than 10% of the Cut-off Date Pool Principal Balance, then on the Closing Date the Company shall deliver to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment Custodian executed assignments to the Trustee on behalf of the Originator's lien on the real property Trust in recordable form of each Mortgage securing such a Land-and-Home ContractsContract. If the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts equals or exceeds 10% of the Cut-off Date Pool Principal Balance, and the Company shall (iii) file in within 60 days of the Closing Date submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts secured by Mortgages relating with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate located securing the Land-and-Home Contracts. If at any time during the term of this Agreement Trustee receives written notice from the Company or the Servicer that the Company does not have a long- term senior debt rating from Moody's of Baa3 or higher, from Standard & Poor's of BBB- or higher and from Fitch of BBB- or higher, or if the Trustee otherwise becomes aware of the same, the Trustee, at the Company's expense, shall file promptly in the recordation statesappropriate recording offices the assignments to the Trustee on behalf of the Trust of each Mortgage securing a Land-and-Home Contract.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Company is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Company will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. the Company will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating is less than 10% of the Cut-off Date Pool Principal Balance, then on the Closing Date the Company shall deliver to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment Custodian executed assignments to the Trustee on behalf of the Originator's lien on the real property Trust in recordable form of each Mortgage securing such a Land-and-Home ContractsContract. If the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts equals or exceeds 10% of the Cut-off Date Pool Principal Balance, and the Company shall (iii) file in within 60 days of the Closing Date submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts secured by Mortgages relating with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate located securing the Land-and-Home Contracts. If at any time during the term of this Agreement the Company does not have a long-term senior debt rating from Moody's of Baa3 or higher, from Standard & Poor's of BBB- or higher and from Fitch of BBB- or higher, the Trustee, at the Company's expense, shall file promptly in the recordation statesappropriate recording offices the assignments to the Trustee on behalf of the Trust of each Mortgage securing a Land-and-Home Contract.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Company is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Company will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. the Company will take all actions necessary to act with the Servicer to foreclose upon the 5-8 Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating is less than 10% of the Cut-off Date Pool Principal Balance, then on the Closing Date the Company shall deliver to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment Custodian executed assignments to the Trustee on behalf of the Originator's lien on the real property Trust in recordable form of each Mortgage securing such a Land-and-Home ContractsContract. If the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts equals or exceeds 10% of the Cut-off Date Pool Principal Balance, and the Company shall (iii) file in within 60 days of the Closing Date submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts secured by Mortgages relating with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate located securing the Land-and-Home Contracts. If at any time during the term of this Agreement Trustee receives written notice from the Company or the Servicer that the Company does not have a long- term senior debt rating from Moody's of Baa3 or higher, from Standard & Poor's of BBB- or higher and from Fitch of BBB- or higher, or if the Trustee otherwise becomes aware of the same, the Trustee, at the Company's expense, shall file promptly in the recordation states.appropriate recording offices the assignments to the Trustee on behalf of the Trust of each Mortgage securing a Land-and-Home Contract. 5-9

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) d. The Originator shall shall (i) deliver to the Trustee an Opinion of Counsel to the effect that assignment and recordation of the Mortgages, securing Land-and-Home Contracts relating to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee of the Originator's lien on the real property securing such Land-and-Home Contracts, and and (ii) file in the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the Mortgages securing all Land-and-Home Contracts secured by Mortgages relating to real estate located in the recordation states. If at any time during the term of this Agreement, the Trustee receives written notice from the Originator or the Servicer that the Originator does not have a long-term senior debt rating from Xxxxx'x of Baa3 or higher, from Fitch of BBB- or higher and from Standard & Poor's of BBB- or higher, or if the Trustee otherwise becomes aware of the same, the Trustee, at the Originator's expense, shall file promptly in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each Mortgage securing a Land-and-Home Contract, unless the Originator obtains confirmation from Standard & Poor's, Xxxxx'x and Fitch that failure to file such assignments will not result in Standard & Poor's, Xxxxx'x or Fitch (as applicable) lowering, withdrawing or qualifying its rating of any Class of Certificates.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Company is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Company will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. the Company will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee equals or exceeds 10% of the Originator's lien on Cut-off Date Pool Principal Balance, the real property securing such Land-and-Home Contracts, and Company shall (iii) file in within 60 days of the Closing Date submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) at the Closing Date, deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate securing the Land-and-Home Contracts, with the exception of real estate located in such states as may be identified in such Opinion of Counsel, provided that the Land-and-Home Contracts secured by Mortgages relating to real estate located in such identified states does not exceed 10% of the recordation statesCut-off Date Pool Principal Balance.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Company is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Company will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. the Company will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee equals or exceeds 10% of the Originator's lien Cut-off Date Pool Principal Balance, the Company shall (i) within 60 days of the Post-Funding Remittance Date (or the Closing Date if the Pre-Funded Amount on the real property securing such Land-and-Home Contracts, and (ii) file in Closing Date is less than $10,000 submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) on the Post-Funding Remittance Date (or the Closing Date if the Pre-Funded Amount on the Closing Date is less than $10,000), deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate securing the Land-and-Home Contracts, with the exception of real estate located in such states as may be identified in such Opinion of Counsel, provided that the Land-and-Home Contracts secured by Mortgages relating to real estate located in such identified states does not exceed 10% of the recordation statesCut-off Date Pool Principal Balance as of the Post-Funding Remittance Date, or Closing Date, as applicable. If at any time during the term of this Agreement, the Trustee receives written notice from the Company or the Servicer that the Company does not have a long-term senior debt rating from Xxxxx'x of Baa3 or higher, from Standard & Poor's of BBB- or higher and from Fitch of BBB or higher, or if the Trustee otherwise becomes aware of the same, the Trustee, at the Company's expense, shall file promptly in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each Mortgage securing a Land-and-Home Contract, unless the Company obtains confirmation from both Standard & Poor's and Fitch that failure to file such assignments will not result in Standard & Poor's or Fitch (as applicable) lowering, withdrawing or qualifying its rating of any Class of Certificates.

Retitling; Security Interests. (a) If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Originator is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home Product because the title document for such Manufactured Home Product does not show such Servicer or the Indenture Trustee as the holder of the first priority security interest in the Manufactured HomeProduct, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Indenture Trustee as the secured party. (b) In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Originator will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) Product. If the Servicer is still unable to retitle the Manufactured HomeProduct, Conseco Finance Corp. the Originator will take all actions necessary to act with the Servicer to foreclose upon the Manufactured HomeProduct. (c) If at any time during the term of this Agreement the Trust or the Indenture Trustee receives written notice from the Originator or the Servicer that the Originator does not have a long-term senior debt rating from Standard & Poor's of BBB- or higher and from Fitch of BBB or higher, including, as appropriateor if the Trust or the Indenture Trustee otherwise becomes aware of the same, the filing Trust, the Indenture Trustee and the Servicer, at the Originator's expense, shall take such action as may, in the opinion of any UCC-1 or UCC-2 financing statements counsel to the Indenture Trustee, be necessary to perfect the security interest interests in any Manufactured Home that constitutes a fixture under the laws Products securing the Contracts in the name of the jurisdiction Indenture Trustee by amending the title documents of such Products or by such other reasonable means as may, in which it is located and all actions the opinion of counsel to the Indenture Trustee, be necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) prudent. The Originator shall (i) deliver agrees to the Trustee an Opinion of Counsel pay all expenses related to the effect that assignment such perfection and recordation of the Mortgages, securing Land-and-Home Contracts relating to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not take all action necessary to effect the assignment to the Trustee of the Originator's lien on the real property securing such Land-and-Home Contracts, and (ii) file in the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the Mortgages securing all Land-and-Home Contracts secured by Mortgages relating to real estate located in the recordation statestherefor.

Retitling; Security Interests. (a) If, at any time, a Service Transfer has occurred and Conseco Finance Corp. is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party, provided that the new Servicer shall be reimbursed by the Trust for all reasonable expenses in connection with its responsibilities under this Section 5.12. (b) In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. Origen Financial L.L.C. will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. Origen Financial L.L.C. will take all actions necessary to act with the Servicer to foreclose initiate replevin action upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall Seller shall (i) deliver to the Trustee an Opinion of Counsel to the effect that assignment and recordation within 60 days of the Mortgages, securing Land-and-Home Contracts relating Closing Date submit to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee of the Originator's lien on the real property securing such Land-and-Home Contracts, and (ii) file in the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the Mortgages securing all Land-and-Home Contracts secured by Mortgages relating or (ii) on the Closing Date deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate securing the Land-and-Home Contracts, with the exception of real estate located in the recordation statessuch states as may be identified in such Opinion of Counsel.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Company is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Company will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. the Company will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee equals or exceeds 10% of the Originator's lien on Cut-off Date Pool Principal Balance, the real property securing such Land-and-Home Contracts, and Company shall (iii) file in within 60 days of the Closing Date submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) at the Closing Date, deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate securing the Land-and-Home Contracts, with the exception of real estate located in such states as may be identified in such Opinion of Counsel, provided that the Land-and-Home Contracts secured by Mortgages relating to real estate located in such identified states does not exceed 10% of the recordation states.Cut-off

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Company is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Company will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. the Company will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating is less than 10% of the Cut-off Date Pool Principal Balance, then on the Closing Date the Company shall deliver to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment Custodian executed assignments to the Trustee on behalf of the Originator's lien on the real property Trust in recordable form of each Mortgage securing such a Land-and-Home ContractsContract. If the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts equals or exceeds 10% of the Cut-off Date Pool Principal Balance, and the Company shall (iii) file in within 60 days of the Closing Date submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts secured by Mortgages relating with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate located securing the Land-and-Home Contracts. If at any time during the term of this Agreement Trustee receives written notice from the Company or the Servicer that the Company does not have a long- term senior debt rating from Moody's of Baa3 or higher, from Standard & Poor's of BBB- or higher and from Fitch of BBB- or higher, or if the Trustee otherwise becomes aware of the same, the Trustee, at the Company's expense, shall file promptly in the recordation statesappropriate recording offices the assignments to the Trustee on behalf of the Trust of each Mortgage securing a Land-and-Home Contract.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Company is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Company will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. the Company will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee equals or exceeds 10% of the Originator's lien Cut-off Date Pool Principal Balance, the Company shall (i) within 60 days of the Post-Funding Remittance Date (or the Closing Date if the Pre-Funded Amount on the real property securing such Land-and-Home Contracts, and (iiClosing Date is less than $10,000) file in submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and- Home Contracts with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) on the Post- Funding Remittance Date (or the Closing Date if the Pre-Funded Amount on the Closing Date is less than $10,000), deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate securing the Land-and-Home Contracts, with the exception of real estate located in such states as may be identified in such Opinion of Counsel, provided that the Land-and-Home Contracts secured by Mortgages relating to real estate located in such identified states does not exceed 10% of the recordation statesCut-off Date Pool Principal Balance as of the Post-Funding Remittance Date, or Closing Date, as applicable. If at any time during the term of this Agreement, the Trustee receives written notice from the Company or the Servicer that the Company does not have a long-term senior debt rating from Xxxxx'x of Baa3 or higher, from Standard & Poor's of BBB- or higher and from Fitch of BBB or higher, or if the Trustee otherwise becomes aware of the same, the Trustee, at the Company's expense, shall file promptly in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each Mortgage securing a Land-and-Home Contract.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Company is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Company will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. the Company will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee equals or exceeds 10% of the Originator's lien Cut-off Date Pool Principal Balance, the Company shall (i) within 60 days of the Post-Funding Remittance Date (or the Closing Date if the Pre-Funded Amount on the real property securing such Land-and-Home Contracts, and (iiClosing Date is less than $10,000) file in submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and- Home Contracts with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) on the Post- Funding Remittance Date (or the Closing Date if the Pre-Funded Amount on the Closing Date is less than $10,000), deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate securing the Land-and-Home Contracts, with the exception of real estate located in such states as may be identified in such Opinion of Counsel, provided that the Land-and-Home Contracts secured by Mortgages relating to real estate located in such identified states does not exceed 10% of the recordation statesCut-off Date Pool Principal Balance as of the Post-Funding Remittance Date, or Closing Date, as applicable. If at any time during the term of this Agreement, the Trustee receives written notice from the Company or the Servicer that the Company does not have a long-term senior debt rating from Xxxxx'x of Baa3 or higher, from Standard & Poor's of BBB- or higher and from Fitch of BBB or higher, or if the Trustee otherwise becomes aware of the same, the Trustee, at the Company's expense, shall file promptly in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each Mortgage securing a Land-and-Home Contract, unless the Company obtains confirmation from both Standard & Poor's and Fitch that failure to file such assignments will not result in Standard & Poor's or Fitch (as applicable) lowering, withdrawing or qualifying its rating of any Class of Certificates.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee equals or exceeds 10% of the Originator's lien Cut-off Date Pool Principal Balance, the Originator shall (i) within 60 days of the Post-Funding Remittance Date (or the Closing Date if the Pre-Funded Amount on the real property securing such Land-and-Home Contracts, and (iiClosing Date is less than $10,000) file in submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and- Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and- Home Contracts with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) on the Post-Funding Remittance Date (or the Closing Date if the Pre-Funded Amount on the Closing Date is less than $10,000), deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate securing the Land-and-Home Contracts, with the exception of real estate located in such states as may be identified in such Opinion of Counsel, provided that the Land-and-Home Contracts secured by Mortgages relating to real estate located in such identified states does not exceed 10% of the recordation statesCut-off Date Pool Principal Balance as of the Post-Funding Remittance Date, or Closing Date, as applicable. If at any time during the term of this Agreement, the Trustee receives written notice from the Originator or the Servicer that the Originator does not have a long-term senior debt rating from Xxxxx'x of Baa3 or higher, from Standard & Poor's of BBB- or higher and from Fitch's of BBB or higher, or if the Trustee otherwise becomes aware of the same, the Trustee, at the Originator's expense, shall file promptly in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each Mortgage securing a Land-and-Home Contract, unless the Originator obtains confirmation from both Standard & Poor's and Xxxxx'x that failure to file such assignments will not result in Standard & Poor's or Xxxxx'x (as applicable) lowering, withdrawing or qualifying its rating of any Class of Certificates.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) d. The Originator shall shall (i) deliver to the Trustee an Opinion of Counsel to the effect that assignment and recordation of the Mortgages, securing Land-Land- and-Home Contracts relating to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee of the Originator's lien on the real property securing such Land-and-Home Contracts, and and (ii) file in the appropriate recording offices within 60 [60] days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the Mortgages securing all Land-and-Home Contracts secured by Mortgages relating to real estate located in the recordation states.

Retitling; Security Interests. (a) If, at any time, a Service Transfer has occurred and Conseco Finance Corp. is no longer the Servicer and the new Servicer is unable to repossess or foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee Mortgage SPV as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee Mortgage SPV as the secured party; provided that the new Servicer shall be reimbursed by Mortgage SPV for all reasonable expenses in connection with its responsibilities under this Section 5.13. (b) In order to facilitate the Servicer's ’s actions, as described in subsection (a) of this sectionSection 5.13(a), Conseco Finance Corp. will Mortgage SPV shall provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. the Servicer will take all actions necessary to act with the Servicer to foreclose initiate replevin action upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver Notwithstanding anything to the Trustee an Opinion of Counsel contrary in this Agreement, Credit Agreement Agent may require, at Servicer’s expense under the conditions in the next sentence, that Credit Agreement Agent’s and Mortgage SPV’s interest be noted on the title documents relating to the effect that assignment and recordation of the Mortgages, securing Land-and-Home Contracts relating to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee of the Originator's lien on the real property securing such Land-and-Home Contracts, and (ii) file in the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt including, without limitation, on any Statement of the recorded Mortgage, if later) the assignments Ownership and Location with respect to the Trustee on behalf of the Trust of the Mortgages securing all Land-and-a Manufactured Home Contracts secured by Mortgages relating to real estate located in the recordation statesState of Texas. Such re-titling process will be carried out by the Servicer if a Trigger Event occurs or by Mortgage SPV (or other party acceptable to Credit Agreement Agent) if an Event of Termination occurs. In order to facilitate the Servicer’s or such other party’s actions, as described in this Section 5.13(d), Mortgage SPV shall provide the Servicer or such other party with any necessary power of attorney permitting it to retitle the Manufactured Home. Servicer hereby appoints Credit Agreement Agent its attorney in fact, with full power and authority in its place and stead and full power of substitution and in the name of Servicer or otherwise, to execute and deliver any document, agreement or instrument that Credit Agreement Agent deems necessary or appropriate, and to make such filings or record such documents as Credit Agreement Agent deems necessary or appropriate, in connection with any such re-titling.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Company is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Company will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. the Company will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating is less than 10% of the Cut-off Date Pool Principal Balance, then on the Closing Date the Company shall deliver to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment Custodian executed assignments to the Trustee on behalf of the Originator's lien on the real property Trust in recordable form of each Mortgage securing such a Land-and-Home ContractsContract. If the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts equals or exceeds 10% of the Cut-off Date Pool Principal Balance, and the Company shall (iii) file in within 60 days of the Closing Date submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts secured by Mortgages relating with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate located in securing the recordation statesLand-and-Home Contracts.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Company is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Company will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. the Company will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall d. If the aggregate Cut-off Date Principal Balances of all Land-and- Home Contracts equals or exceeds 10% of the Cut-off Date Pool Principal Balance, the Company shall (i) deliver to the Trustee an Opinion of Counsel to the effect that assignment and recordation within 60 days of the Mortgages, securing Land-and-Home Contracts relating Closing Date submit to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee of the Originator's lien on the real property securing such Land-and-Home Contracts, and (ii) file in the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts secured by Mortgages relating with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) at the Closing Date, deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate securing the Land-and-Home Contracts, with the exception of real estate located in the recordation states.such states as may be identified in such Opinion of Counsel, provided that the

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) d. The Originator shall (i) deliver to the Trustee an Opinion of Counsel to the effect that assignment and recordation , within 60 days of the Mortgages, securing LandPost-andFunding Remittance Date (or within 60 days of the Closing Date if the Pre-Home Contracts relating to real estate located in any state other Funded Amount on the Closing Date is less than those states specified in such Opinion of Counsel (the "recordation states"$10,000), is not necessary submit to effect the assignment to the Trustee of the Originator's lien on the real property securing such Land-and-Home Contracts, and (ii) file in the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the Mortgages securing all Land-and-Home Contracts secured by Mortgages relating to real estate located in the recordation statesFlorida, Maryland, Mississippi, South Carolina and Tennessee.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Company is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Company will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. the Company will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee equals or exceeds 10% of the Originator's lien Cut-off Date Pool Principal Balance, the Company shall (i) within 60 days of the Post-Funding Remittance Date (or the Closing Date if the Pre-Funded Amount on the real property securing such Land-and-Home Contracts, and (ii) file in Closing Date is less than $10,000 submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and- Home Contracts with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) on the Post- Funding Remittance Date (or the Closing Date if the Pre-Funded Amount on the Closing Date is less than $10,000), deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate securing the Land-and-Home Contracts, with the exception of real estate located in such states as may be identified in such Opinion of Counsel, provided that the Land-and-Home Contracts secured by Mortgages relating to real estate located in such identified states does not exceed 10% of the recordation statesCut-off Date Pool Principal Balance as of the Post-Funding Remittance Date, or Closing Date, as applicable. If at any time during the term of this Agreement, the Trustee receives written notice from the Company or the Servicer that the Company does not have a long-term senior debt rating from Xxxxx'x of Baa3 or higher, from Standard & Poor's of BBB- or higher and from Fitch of BBB or higher, or if the Trustee otherwise becomes aware of the same, the Trustee, at the Company's expense, shall file promptly in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each Mortgage securing a Land-and-Home Contract, unless the Company obtains confirmation from both Standard & Poor's and Fitch that failure to file such assignments will not result in Standard & Poor's or Fitch (as applicable) lowering, withdrawing or qualifying its rating of any Class of Certificates.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Company is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Company will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. the Company will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating is less than 10% of the Cut-off Date Pool Principal Balance, then on the Closing Date the Company shall deliver to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment Custodian executed assignments to the Trustee on behalf of the Originator's lien on the real property Trust in recordable form of each Mortgage securing such a Land-and-Home ContractsContract. If the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts equals or exceeds 10% of the Cut-off Date Pool Principal Balance, and the Company shall (iii) file in within 60 days of the Closing Date submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts secured by Mortgages relating with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate located securing the Land-and-Home Contracts. If at any time during the term of this Agreement Trustee receives written notice from the Company or the Servicer that the Company does not have a long- term senior debt rating from Standard & Poor's of BBB- or higher and from Fitch of BBB- or higher, or if the Trustee otherwise becomes aware of the same, the Trustee, at the Company's expense, shall file promptly in the recordation statesappropriate recording offices the assignments to the Trustee on behalf of the Trust of each Mortgage securing a Land-and-Home Contract.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Company is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Company will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. the Company will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee equals or exceeds 10% of the Originator's lien on Cut-off Date Pool Principal Balance, the real property securing such Land-and-Home Contracts, and Company shall (iii) file in within 60 days of the Closing Date submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) at the Closing Date, deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate securing the Land-and- Home Contracts, with the exception of real estate located in such states as may be identified in such Opinion of Counsel, provided that the Land-and-Home Contracts secured by Mortgages relating to real estate located in such identified states does not exceed 10% of the recordation statesCut-off Date Pool Principal Balance. If at any time during the term of this Agreement, the Trustee receives written notice from the Company or the Servicer that the Company does not have a long-term senior debt rating from Fitch of BBB- or higher and from Standard & Poor's of BBB- or higher, or if the Trustee otherwise becomes aware of the same, the Trustee, at the Company's expense, shall file promptly in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each Mortgage securing a Land-and-Home Contract.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee equals or exceeds 10% of the Originator's lien Cut-off Date Pool Principal Balance, the Originator shall (i) within 60 days of the Post-Funding Remittance Date (or the Closing Date if the Pre-Funded Amount on the real property securing such Land-and-Home Contracts, and (iiClosing Date is less than $10,000) file in submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and- Home Contracts with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) on the Post-Funding Remittance Date (or the Closing Date if the Pre-Funded Amount on the Closing Date is less than $10,000), deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate securing the Land-and-Home Contracts, with the exception of real estate located in such states as may be identified in such Opinion of Counsel, provided that the Land-and-Home Contracts secured by Mortgages relating to real estate located in such identified states does not exceed 10% of the recordation statesCut-off Date Pool Principal Balance as of the Post-Funding Remittance Date, or Closing Date, as applicable. If at any time during the term of this Agreement, the Trustee receives written notice from the Originator or the Servicer that the Originator does not have a long-term senior debt rating from Xxxxx'x of Baa3 or higher, from Fitch of BBB- or higher and from Standard & Poor's of BBB- or higher, or if the Trustee otherwise becomes aware of the same, the Trustee, at the Originator's expense, shall file promptly in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each Mortgage securing a Land-and-Home Contract, unless the Originator obtains confirmation from both Fitch and Xxxxx'x that failure to file such assignments will not result in Fitch or Xxxxx'x (as applicable) lowering, withdrawing or qualifying its rating of any Class of Certificates.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. Green Tree Financial Corporation is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. Green Tree Financial Corporation will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. Green Tree Financial Corporation will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment to the Trustee equals or exceeds 10% of the Originator's lien Cut-off Date Pool Principal Balance, the Originator shall (i) within 60 days of the Post-Funding Remittance Date (or the Closing Date if the Pre-Funded Amount on the real property securing such Land-and-Home Contracts, and (iiClosing Date is less than $10,000) file in submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) on the Post-Funding Remittance Date (or the Closing Date if the Pre-Funded Amount on the Closing Date is less than $10,000), deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate securing the Land-and-Home Contracts, with the exception of real estate located in such states as may be identified in such Opinion of Counsel, provided that the Land-and-Home Contracts secured by Mortgages relating to real estate located in such identified states does not exceed 10% of the recordation statesCut-off Date Pool Principal Balance as of the Post-Funding Remittance Date, or Closing Date, as applicable. If at any time during the term of this Agreement, the Trustee receives written notice from the Originator or the Servicer that the Originator does not have a long-term senior debt rating from Xxxxx'x of Baa3 or higher, from Standard & Poor's of BBB- or higher and from Fitch of BBB or higher, or if the Trustee otherwise becomes aware of the same, the Trustee, at the Originator's expense, shall file promptly in the appropriate recording offices the assignments to the Trustee on behalf of the Trust of each Mortgage securing a Land-and-Home Contract, unless the Originator obtains confirmation from both Standard & Poor's and Fitch that failure to file such assignments will not result in Standard & Poor's or Fitch (as applicable) lowering, withdrawing or qualifying its rating of any Class of Certificates.

Retitling; Security Interests. (a) a. If, at any time, a Service Transfer has occurred and Conseco Finance Corp. the Company is no longer the Servicer and the new Servicer is unable to foreclose upon a Manufactured Home because the title document for such Manufactured Home does not show such Servicer or the Trustee as the holder of the first priority security interest in the Manufactured Home, such Servicer shall take all necessary steps to apply for a replacement title document showing it or the Trustee as the secured party. (b) b. In order to facilitate the Servicer's actions, as described in subsection (a) of this section, Conseco Finance Corp. the Company will provide the Servicer with any necessary power of attorney permitting it to retitle the Manufactured Home. (c) c. If the Servicer is still unable to retitle the Manufactured Home, Conseco Finance Corp. the Company will take all actions necessary to act with the Servicer to foreclose upon the Manufactured Home, including, as appropriate, the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the security interest in any Manufactured Home that constitutes a fixture under the laws of the jurisdiction in which it is located and all actions necessary to perfect the security interest in any Manufactured Home that is considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located. (d) The Originator shall (i) deliver to d. If the Trustee an Opinion aggregate Cut-off Date Principal Balances of Counsel to the effect that assignment and recordation of the Mortgages, securing all Land-and-Home Contracts relating is less than 10% of the Cut-off Date Pool Principal Balance, then on the Closing Date the Company shall deliver to real estate located in any state other than those states specified in such Opinion of Counsel (the "recordation states"), is not necessary to effect the assignment Custodian executed assignments to the Trustee on behalf of the Originator's lien on the real property Trust in recordable form of each Mortgage securing such a Land-and-Home ContractsContract. If the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts equals or exceeds 10% of the Cut-off Date Pool Principal Balance, and the Company shall (iii) file in within 60 days of the Closing Date submit to the appropriate recording offices within 60 days after the Closing Date (or within 30 days after receipt of the recorded Mortgage, if later) the assignments to the Trustee on behalf of the Trust of the number of Mortgages securing Land-and-Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of all Land-and-Home Contracts secured by Mortgages relating with respect to which such assignments are not so recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) deliver an Opinion of Counsel satisfactory to the Trustee to the effect that the Trustee holds a perfected first priority lien in the real estate located securing the Land-and-Home Contracts. If at any time during the term of this Agreement Trustee receives written notice from the Company or the Servicer that the Company does not have a long- term senior debt rating from Xxxxx'x of Baa3 or higher, from Standard & Poor's of BBB- or higher and from Fitch of BBB- or higher, or if the Trustee otherwise becomes aware of the same, the Trustee, at the Company's expense, shall file promptly in the recordation statesappropriate recording offices the assignments to the Trustee on behalf of the Trust of each Mortgage securing a Land-and-Home Contract.