Common use of The Servicer Clause in Contracts

The Servicer. The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.

The Servicer. (a) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, (ii) meets the requirements of clause (2) of the definition of an Approved Servicer or is an affiliate of the Servicer and (iii) meets the requirements of Section 5.05 hereof. The Servicer shall give notice to the Master Servicer of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the Assets related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee, the Master Servicer, the Securities Administrator and Noteholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(d). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of a Servicer Event of Default), the Successor Servicer or its designee approved by the Master Servicer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Master Servicer elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Noteholders, provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of payments to Noteholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee and each Noteholder, all instruments of satisfaction or cancellation, of partial or full release, or of discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Indenture Trustee shall furnish the Servicer with any powers of attorney (in a form acceptable to the Indenture Trustee) and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Noteholders’ reliance on the Servicer. (f) Within ninety (90) days after such time as each of the Indenture Trustee, the Master Servicer and the Securities Administrator receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 5.04, after receipt by the Indenture Trustee and the Securities Administrator of the Opinion of Counsel required pursuant to Section 5.04, the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 6.02; provided that if the Servicer is removed pursuant to Section 6.02, the Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall, upon request of the Successor Servicer but at the expense of the Servicer, deliver to the Successor Servicer all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party who shall be entitled to reimbursement by the Servicer (or, to the extent not paid by the Servicer, by the Trust prior to payments to Noteholders) for Servicing Transfer Costs. (g) The Servicer shall deliver a list of Servicing Officers to the Indenture Trustee, the Master Servicer and the Securities Administrator on or before the Closing Date. (h) Consistent with the terms of this Agreement, the Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided that such senior lien secures a mortgage loan that refinances a First Lien and the Combined Loan-to-Value Ratio of the related Mortgage Loan immediately following the refinancing (based on the outstanding principal balance of the Mortgage Loan and the original principal balance of such refinanced mortgage loan) is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the related Cut-Off Date. (i) The Servicer is authorized and empowered by the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of any Subservicer, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. . (j) The Servicer shall service provide to the Contracts in accordance with Master Servicer and the customary Depositor upon request, evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and usual procedures of responsible Errors and Omissions Insurance, financial institutions that service manufactured housing retail installment sales contracts information and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are locatedreports, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that such other information related to the Servicer shall not release or waive its right to collect any Subservicer or the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary Servicer’s or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this AgreementSubservicer’s performance hereunder.

The Servicer. (a) The Servicer agrees shall, or shall cause the Subservicers to, service and administer the Home Equity Loans in a manner consistent with the terms of this Agreement and the Settlement Agreement (to service the Assets extent that no term or provision of the Settlement Agreement (excluding those terms identified in the Specified Filing) shall adversely affect in any material respect the interests of the Noteholders) and with general industry practice and shall have full power and authority, acting alone or through the Subservicers, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Indenture Trustee and the Noteholders for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by the related Subservicer in respect of a Home Equity Loan shall be deemed to have been received by the Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Indenture Trustee, (i) in its own name or in the name of any Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the MERS® System, or cause the removal from the registration of any Home Equity Loan on the MERS® System, to execute and deliver, on behalf of the Trustee Trust, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust and its successors and assigns, and otherwise (ii) to perform execute and deliver, on behalf of itself, the Noteholders and the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Home Equity Loans and with respect to the Mortgaged Properties. Upon the written request of the Servicer, the Depositor and the Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out the duties, responsibilities its servicing and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreementadministrative duties hereunder. The Servicer shall service in such capacity may also consent to the Contracts placing of a proposed lien senior to that of the Mortgage on the related Mortgaged Property, provided that such proposed lien is not secured by a note providing for negative amortization and: (i) the Mortgage relating to the Home Equity Loan was in accordance with a first lien position as of the customary Cut-Off Date and usual procedures was in a first lien position immediately prior to the placement of responsible financial institutions that service manufactured housing retail installment sales contracts the proposed senior lien, and installment loan agreements for manufactured housing units located in (ii) the jurisdictions in which ratio of (a) the Manufactured Homes are located, except as otherwise expressly provided by sum of the Pooling Principal Balance of the Home Equity Loan and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and mortgage loan to be secured by the proposed senior lien to (b) the Appraised Value of the Mortgaged Property at the time the Home Equity Loan was originated is not greater than (1) with respect to Home Equity Loans with an original CLTV of 85% or less, 85%, (2) with respect to Home Equity Loans with an original CLTV in excess of 85% and not greater than 95%, 95% and (3) with respect to Home Equity Loans with an original CLTV in excess of 95% and not greater than 110%, 110%; (i) the Mortgage relating to the Home Equity Loan was in a manner that is consistent with prudent residential first or second lien position at the time the related Home Equity Loan was conveyed to the Trust and, immediately following the placement of such proposed senior lien, such Mortgage will be in a second or, if such Mortgage was in a second lien position at the time the related Home Equity Loan was conveyed to the Trust, a third lien position and (ii) the principal balance of the mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall to be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required secured by the Pooling proposed senior lien and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees rate at which interest accrues thereon are no greater than those of the related Home Equity Loan as permitted by Section 6.07 hereof, to do any and all things of the date it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that was first conveyed to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.Trust; or

The Servicer. The Servicer agrees to service (a) It is intended that the Assets for Trust formed hereunder shall constitute, and on behalf that the affairs of the Trustee Trust shall be conducted so as to qualify each REMIC as, a "real estate mortgage investment conduit" ("REMIC") as defined in and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures REMIC Provisions. In furtherance of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are locatedsuch intentions, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer covenants and agrees that it shall not release knowingly or waive its right intentionally take any action or omit to collect take any action that would cause the unpaid principal balance termination of any Contract. the REMIC status of either REMIC. (b) The Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) (x) has been designated an approved Seller-Servicer by FHLMC or FNMA for first and second mortgage loans or (y) is an affiliate of the Servicer. The Servicer shall give notice to the extent Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is prohibited sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Trustee or its designee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Trustee or designee elects to terminate any applicable ruleSubservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Trustee does not terminate the Subservicing Agreements, regulationthe Trustee, judicial its designee or administrative determination the successor servicer for the Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or other order applicable obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it from carrying out and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of its obligations any Mortgage Loan or duties provided for herein consent to the postponement of strict compliance with any such term or in any document contemplated manner grant indulgence to any Mortgagor if in the Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent, and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on either REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders' reliance on the Servicer. (g) On and after such failure shall not constitute a breach time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee of the Opinion of Counsel required pursuant to Section 7.04, the Trustee shall assume all of the rights and obligations of the Servicer, subject to Section 8.

The Servicer. (a) The Servicer agrees to service the Assets for and on behalf of the Trustee Trust and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDEDprovided, HOWEVERhowever, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDprovided, HOWEVERhowever, that to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement. (b) The Servicer may enter into subservicing agreements with subservicers for the servicing and administration of all or part of the Assets. References in this Agreement to actions taken or to be taken by the Servicer in servicing the Assets include actions taken or to be taken by a subservicer on behalf of the Servicer. Each subservicing agreement will be upon such terms and conditions as are not inconsistent with this Agreement and as the Servicer and the subservicer have agreed. The Servicer shall notify the Trustee in writing promptly upon the appointment of any subservicer. For purposes of this Agreement, the receipt by the subservicer of any amount with respect to a Mortgage Loan or Contract (other than amounts representing servicing compensation or reimbursement for an advance) shall be treated as the receipt by the Servicer of such amount. As part of its servicing activities hereunder, the Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each subservicer under the related subservicing agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of subservicing agreements as appropriate, and the pursuit of other remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Assets. The Servicer shall pay the costs of such enforcement at its own expense but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Assets or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. The Servicer shall be entitled to terminate any subservicing agreement that may exist in accordance with the terms and conditions of such subservicing agreement and without any limitation by virtue of this Agreement and shall provide the Trustee with prompt written notice of such termination. Notwithstanding any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and liable to the Trust, the Trustee and Certificateholders for the servicing and administering of the Assets in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Assets. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement that may be entered into and any other transactions or services relating to the Assets involving a subservicer in its capacity as such and not as an originator shall be deemed to be between the subservicer and the Servicer alone and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the subservicer. The Servicer shall be solely liable for any fees payable to a subservicer. If the Servicer shall for any reason no longer be the Servicer hereunder, the Servicer shall thereupon terminate each subservicing agreement that may have been entered into and the Trustee, its designee or the successor servicer shall not be deemed to have assumed any of the Servicer's interest therein or to have replaced the Servicer as a party to any such subservicing agreement.

The Servicer. (a) The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assignsServicer, and otherwise to perform and carry out the dutiesas independent contract servicer, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service and administer the Contracts Mortgage Loans in accordance with the customary Accepted Servicing Practices and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent administration which the Servicer is prohibited by any applicable rule, regulation, judicial may deem necessary or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with Card Management Corporation and First Data Resources, Inc. and any other institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, and (ii) (x) has been designated an approved Seller-Servicer by Xxxxxxx Mac or Xxxxxx Mae for first and second mortgage loans or (y) is an affiliate of the Servicer or (z) is otherwise approved by the Insurer. The Servicer shall give written notice to the Insurer and the Indenture Trustee prior to the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall be in form and substance acceptable to the Insurer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Depositor, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(d) herein. The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Servicer Termination), the Indenture Trustee or its designee approved by the Insurer or a successor Servicer under Section 7.02(a) shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Indenture Trustee or designee approved by the Insurer or any successor Servicer elects to terminate any Subservicing Agreement (except with respect to Subservicing Agreements that only allow for termination of the related Subservicer for cause or require a termination fee for termination without cause) in accordance with the terms of such Subservicing Agreement. The Indenture Trustee shall not be responsible for any termination fees under any Subservicing Agreement. In no event shall any Subservicing Agreement require the Insurer or the Indenture Trustee as Successor Servicer to pay compensation to a Subservicer or order the termination of such Subservicer. Any fee payable or expense incurred in connection with such a termination will be payable by the outgoing Servicer. If the Indenture Trustee does not terminate a Subservicing Agreement, the Indenture Trustee, its designee or a successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of payments to the Noteholders and distributions to the Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trust, each Noteholder and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer and requested in writing, the Indenture Trustee shall furnish the Servicer and, if directed by a Servicing Officer, any Subservicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer and any such Subservicer to carry out its servicing and administrative duties under this Agreement. (f) On and after such time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 6.04 herein, after receipt by the Indenture Trustee and the Insurer of the Opinion of Counsel required pursuant to Section 6.04, the Indenture Trustee, if it so elects, and with the consent of the Insurer, shall assume all of the rights and obligations of the Servicer, subject to Section 7.02

The Servicer. (a) It is intended that the Trust formed hereunder shall constitute, and that the affairs of the Trust shall be conducted so as to qualify each REMIC as, a "real estate mortgage investment conduit" ("REMIC") as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC. (b) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) is an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the Assets related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Successor Servicer or its designee approved by the Trustee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Trustee elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its successors servicing and assignsadministrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders' reliance on the Servicer. (g) Within ninety (90) days after such time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and otherwise with respect to perform and carry out resignation pursuant to Section 7.04, after receipt by the dutiesTrustee of the Opinion of Counsel required pursuant to Section 7.04, responsibilities the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 8.02; provided that are to be performed and carried out by if the Servicer under is removed pursuant to Section 8.02, the Pooling Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall service shall, upon request of the Contracts in accordance with Successor Servicer but at the customary expense of the Servicer, deliver to the Successor Servicer all documents and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right records relating to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which an accounting of amounts collected and held by the Servicer services and otherwise use its best efforts to effect the Assets orderly and efficient transfer of servicing rights and obligations to the assuming party who shall be consistent with the manner in which entitled to reimbursement by the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio(or, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent not paid by the Servicer is prohibited Servicer, by any applicable rule, regulation, judicial or administrative determination or other order applicable the Trust pursuant to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.Section 5.01(a)

The Servicer. (a) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) meets the requirements of clause (2) of the definition of an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Master Servicer of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the Assets related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee, the Master Servicer, the Securities Administrator and Noteholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(d). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of a Servicer Event of Default), the Successor Servicer or its designee approved by the Master Servicer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Master Servicer elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Noteholders, provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of payments to Noteholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee and each Noteholder, all instruments of satisfaction or cancellation, of partial or full release, or of discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Noteholders’ reliance on the Servicer. (f) Within ninety (90) days after such time as each of the Indenture Trustee, the Master Servicer and the Securities Administrator receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 5.04, after receipt by the Indenture Trustee and the Securities Administrator of the Opinion of Counsel required pursuant to Section 5.04, the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 6.02; provided that if the Servicer is removed pursuant to Section 6.02, the Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall, upon request of the Successor Servicer but at the expense of the Servicer, deliver to the Successor Servicer all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party who shall be entitled to reimbursement by the Servicer (or, to the extent not paid by the Servicer, by the Trust prior to payments to Noteholders) for Servicing Transfer Costs. (g) The Servicer shall deliver a list of Servicing Officers to the Indenture Trustee, the Master Servicer and the Securities Administrator on or before the Closing Date. (h) Consistent with the terms of this Agreement, the Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided that such senior lien secures a mortgage loan that refinances a First Lien and the Combined Loan-to-Value Ratio of the related Mortgage Loan immediately following the refinancing (based on the outstanding principal balance of the Mortgage Loan and the original principal balance of such refinanced mortgage loan) is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the related Cut-Off Date. (i) The Servicer is authorized and empowered by the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of any Subservicer, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.

The Servicer. (a) It is intended that the Trust formed hereunder shall constitute, and that the affairs of the Trust shall be conducted so as to qualify each REMIC as, a “real estate mortgage investment conduit” (“REMIC”) as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC. (b) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) meets the requirements of clause (2) of the definition of an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the Assets related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Successor Servicer or its designee approved by the Trustee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Trustee elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, of partial or full release, or of discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders’ reliance on the Servicer. (g) Within ninety (90) days after such time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee of the Opinion of Counsel required pursuant to Section 7.04, the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 8.02; provided that if the Servicer is removed pursuant to Section 8.02, the Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall, upon request of the Successor Servicer but at the expense of the Servicer, deliver to the Successor Servicer all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party who shall be entitled to reimbursement by the Servicer (or, to the extent not paid by the Servicer, by the Trust prior to distributions to Certificateholders for Servicing Transfer Costs. (h) The Servicer shall deliver a list of Servicing Officers to the Trustee on or before the Closing Date. (i) Consistent with the terms of this Agreement, the Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided that such senior lien secures a mortgage loan that refinances a First Lien and the combined loan-to-value ratio of the related Mortgage Loan immediately following the refinancing (based on the outstanding principal balance of the Mortgage Loan and the original principal balance of such refinanced mortgage loan) is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the related Cut-Off Date. (j) The Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Subservicer, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.

The Servicer. (a) It is intended that the Trust formed hereunder shall constitute, and that the affairs of the Trust shall be conducted so as to qualify each REMIC as, a “real estate mortgage investment conduit” (“REMIC”) as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC. (b) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) is an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Trustee and the Certificate Insurer of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the Assets related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Successor Servicer or its designee approved by the Trustee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Trustee elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders’ reliance on the Servicer. (g) Within ninety (90) days after such time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee of the Opinion of Counsel required pursuant to Section 7.04, the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 8.02; provided that if the Servicer is removed pursuant to Section 8.02, the Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall, upon request of the Successor Servicer but at the expense of the Servicer, deliver to the Successor Servicer all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party who shall be entitled to reimbursement by the Servicer (or, to the extent not paid by the Servicer, by the Trust pursuant to Section 5.01(a)(16)) for Servicing Transfer Costs. (h) The Servicer shall deliver a list of Servicing Officers to the Trustee on or before the Closing Date. (i) Consistent with the terms of this Agreement, the Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided that such senior lien secures a mortgage loan that refinances a First Lien and the combined loan-to-value ratio of the related Mortgage Loan immediately following the refinancing (based on the outstanding principal balance of the Mortgage Loan and the original principal balance of such refinanced mortgage loan) is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the related Cut-Off Date. (j) The Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Subservicer, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.

The Servicer. The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards The Servicer, as independent contract servicer, shall service and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within administer the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts Home Equity Loans and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Home Equity Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, HOWEVER, that (ii) (x) has been designated an approved [Seller-]Servicer by the Federal Home Loan Mortgage Corporation ("FHLMC") or the Federal National Mortgage Association ("FNMA") for first and second home equity loans or (y) is an affiliate of the Servicer or (z) is otherwise approved by the Insurer. The Servicer shall give written notice to the extent Insurer, and the Indenture Trustee prior to the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall be in form and substance acceptable to the Insurer and the Indenture Trustee. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Home Equity Loans or enter into a Subservicing Agreement with a successor subservicer that qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Home Equity Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Home Equity Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Home Equity Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee, the Owner Trustee and Noteholders and the Transferor in respect of the Ownership Interest shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(d) herein. The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is prohibited sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Servicing Termination), the Indenture Trustee or its designee approved by the Insurer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Indenture Trustee or designee approved by the Insurer elects to terminate any applicable ruleSubservicing Agreement in accordance with the terms of such Subservicing Agreement. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Insurer or the Indenture Trustee in the event that the Servicer shall, regulationfor any reason, judicial no longer be the Servicer (including termination due to an Event of Servicing Termination). In no event shall any Subservicing Agreement require the Insurer or administrative determination the Indenture Trustee as Successor Servicer to pay compensation to a Subservicer or other order applicable the termination of such Subservicer. Any fee payable or expense incurred in connection with such a termination will be payable by the outgoing Servicer. If the Indenture Trustee does not terminate a Subservicing Agreement, the Indenture Trustee, its designee or the successor servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Equity Loans then being serviced and an accounting of amounts collected and held by it from carrying out and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of its obligations any Home Equity Loan or duties provided for herein consent to the postponement of strict compliance with any such term or in any document contemplated manner grant indulgence to any Mortgagor if in the Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Noteholders, the Transferor in respect of the Ownership Interest and the Insurer, provided, however, that (unless (x) the Mortgagor is in default with respect to the Home Equity Loan, or such default is, in the judgment of the Servicer, imminent, (y) with respect to any modification lowering the Coupon Rate or effecting the forgiveness of any amount owed under the Mortgage Note, or extending the final maturity date on such Home Equity Loan, the Insurer has consented to such modification and (z) such waiver, modification, postponement or indulgence would not cause a tax to be imposed on the Trust) the Servicer may not permit any modification with respect to any Home Equity Loan that would change the Coupon Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Home Equity Loan) or extend the final maturity date on the Home Equity Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Noteholders, be added to the amount owing under the related Home Equity Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee and each Noteholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Home Equity Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer and requested in writing, the Indenture Trustee shall furnish the Servicer and, if directed by the Servicer, any Subservicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer and any such Subservicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Home Equity Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering home equity loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing home equity loans similar to the Home Equity Loans and giving due consideration to the Insurer's and the Trust's reliance on the Servicer. (f) On and after such failure shall not constitute a breach time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement., the Indenture Trustee, if it so elects, and with the consent of the Insurer, shall assume all of the rights and obligations of the Servicer, subject to Section 7.02

The Servicer. (a) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, (ii) meets the requirements of clause (2) of the definition of an Approved Servicer or is an affiliate of the Servicer and (iii) meets the requirements of Section 5.05 hereof. The Servicer shall give notice to the Master Servicer of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the Assets related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee, the Master Servicer, the Securities Administrator and Noteholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(d). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of a Servicer Event of Default), the Successor Servicer or its designee approved by the Master Servicer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Master Servicer elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Noteholders, including, but not limited to, a modification that would extend the term of any Mortgage Loan with an original term to maturity of less than 360 months to 360 months, or a modification that would convert a Group I Mortgage Loan from an Adjustable-Rate Mortgage Loan to a Fixed-Rate Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of payments to Noteholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee and each Noteholder, all instruments of satisfaction or cancellation, of partial or full release, or of discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Indenture Trustee shall furnish the Servicer with any powers of attorney (in a form acceptable to the Indenture Trustee) and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Noteholders’ reliance on the Servicer. (f) Within ninety (90) days after such time as each of the Indenture Trustee, the Master Servicer and the Securities Administrator receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 5.04, after receipt by the Indenture Trustee and the Securities Administrator of the Opinion of Counsel required pursuant to Section 5.04, the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 6.02; provided that if the Servicer is removed pursuant to Section 6.02, the Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall, upon request of the Successor Servicer but at the expense of the Servicer, deliver to the Successor Servicer all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party who shall be entitled to reimbursement by the Servicer (or, to the extent not paid by the Servicer, by the Trust prior to payments to Noteholders) for Servicing Transfer Costs. (g) The Servicer shall deliver a list of Servicing Officers to the Indenture Trustee, the Master Servicer and the Securities Administrator on or before the Closing Date. (h) Consistent with the terms of this Agreement, the Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided that such senior lien secures a mortgage loan that refinances a First Lien and the Combined Loan-to-Value Ratio of the related Mortgage Loan immediately following the refinancing (based on the outstanding principal balance of the Mortgage Loan and the original principal balance of such refinanced mortgage loan) is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the related Cut-Off Date. (i) The Servicer is authorized and empowered by the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of any Subservicer, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Indenture Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. . (j) The Servicer shall service provide to the Contracts in accordance with Master Servicer and the customary Depositor upon request, evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and usual procedures of responsible Errors and Omissions Insurance, financial institutions that service manufactured housing retail installment sales contracts information and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are locatedreports, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that such other information related to the Servicer shall not release or waive its right to collect any Subservicer or the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary Servicer’s or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this AgreementSubservicer’s performance hereunder.

The Servicer. The Servicer agrees to service (a) It is intended that the Assets for Trust formed hereunder shall constitute, and on behalf that the affairs of the Trustee Trust shall be conducted so as to qualify each REMIC as, a "real estate mortgage investment conduit" ("REMIC") as defined in and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures REMIC Provisions. In furtherance of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are locatedsuch intentions, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer covenants and agrees that it shall not release knowingly or waive its right intentionally take any action or omit to collect take any action that would cause the unpaid principal balance termination of the REMIC status of any Contract. REMIC. (b) The Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) (x) has been designated an approved Seller-Servicer by Xxxxxxx Mac or Xxxxxx Mae for first and second mortgage loans or (y) is an affiliate of the Servicer. The Servicer shall give notice to the extent Trustee and the Securities Administrator of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee, the Securities Administrator and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is prohibited sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Successor Servicer or its designee approved by the Trustee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Trustee elects to terminate any applicable ruleSubservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, regulationthe Successor Servicer, judicial its designee or administrative determination the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or other order applicable obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it from carrying out and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of its obligations any Mortgage Loan or duties provided for herein consent to the postponement of strict compliance with any such term or in any document contemplated manner grant indulgence to any Mortgagor if in the Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders' reliance on the Servicer. (g) Within ninety (90) days after such failure shall not constitute a breach time as the Securities Administrator or the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement., and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee and the Securities Administrator of the Opinion of Counsel required pursuant to Section 7.04, the Successor Servicer shall assume all of the rights and obligations of the Servicer,

The Servicer. The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. (a) The Servicer shall service and administer the Contracts Mortgage Loans in accordance with its customary procedures consistent with general industry practice, provided, however, that such procedures shall be the customary and usual same in all -------- ------- material respects as the procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located followed by the Servicer in the jurisdictions in which conduct of its servicing responsibilities pursuant to the Manufactured Homes are located, except as otherwise expressly provided by the Prior Trust Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing AgreementAgreements. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or or through agents and designees as permitted by Section 6.07 hereofone or more subservicers, to do any and all things it may deem necessary or desirable in connection with such servicing and administrationadministration which it may deem necessary or desirable. Any amounts received by a subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee and Custodial Agent under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (b) The Servicer shall not consent to the placement of a lien on the Mortgaged Property senior to that of the related Mortgage unless (i) such action is consistent with reasonable commercial practice and (ii) such consent is given in any one of the following three situations: (A) such Mortgage was in a first lien position as of the date the related Mortgage Loan was conveyed to the Trust and is in a first lien position immediately prior to the placement of such senior lien and the Updated Combined Loan-to-Value Ratio of such Mortgage Loan is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the date such Mortgage Loan was conveyed to the Trust; (B) such Mortgage succeeded to a first lien position after the related Mortgage Loan was conveyed to the Trust and, immediately following the placement of such senior lien, such Mortgage is in a second lien position and either (i) the outstanding principal amount of the mortgage loan secured by such senior lien is no greater than the outstanding principal amount of the first mortgage loan secured by the Mortgaged Property as of the date the related Mortgage Loan was conveyed to the Trust or (ii) the Updated Combined Loan-to-Value Ratio of such Mortgage Loan is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the date such Mortgage Loan was conveyed to the Trust; PROVIDEDor (C) such senior lien secures a mortgage loan that refinances an existing first mortgage loan and either (i) the outstanding principal amount of the replacement first mortgage loan immediately following such refinancing is not greater than the outstanding principal amount of such existing first mortgage loan at the date of such refinancing or (ii) the Updated Combined Loan-to-Value Ratio of the applicable Mortgage Loan is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the date such Mortgage Loan was conveyed to the Trust. (c) In connection with the servicing and administration of the Mortgage Loans, HOWEVERthe Servicer, at the request of a Mortgagor, may increase the Credit Limit of up to 10% of the Mortgage Loans by modifying the related Loan Agreement to provide for such additional amount. However, in the event that (i) a new loan agreement rather than a modification of such Loan Agreement is proposed to be entered into in connection with such increase or (ii) such Loan Agreement is proposed to be modified to provide for an increased Credit Limit and the Combined Loan-to-Value Ratio of such Mortgage Loan following such increase and as a result thereof exceeds 80% (rounded to the nearest whole percent), the Servicer, not later than the Business Day immediately preceding the Distribution Date next following the related Collection Period, shall either purchase the applicable Mortgage Loan or substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. The Mortgage Loan Schedule shall be amended to reflect all additions, substitutions or deletions of Mortgage Loans provided for in this Section. (d) The Servicer may agree to changes in the terms of a Mortgage Loan, provided, however, that such changes (i) do not materially adversely affect the -------- ------- interests of Certificateholders or the Certificate Insurer and (ii) are consistent with prudent business practice; provided, further, that the Servicer may agree to any changes in the terms of the Mortgage Loans if the Servicer, not later than the Business Day immediately preceding the Distribution Date next following the related Collection Period shall either remove the applicable Mortgage Loan or substitute an Eligible Mortgage Loan or Loans for such Mortgage Loan. (e) Any purchase of, or substitution of an Eligible Substitute Mortgage Loan or Loans for, a Defective Mortgage Loan by the Servicer pursuant to this Section 3.1 shall be effected in the same manner and subject to the same conditions as set forth in Section 2.2(c). Upon completing any such purchase or substitution, the Servicer shall receive an assignment of such Defective Mortgage Loan and a release of the related Mortgage File from the Custodial Agent to the extent set forth in Section 2.2(c). (f) The Servicer may reduce the Margin of any Mortgage Loan up to 0.25%. Except as otherwise required by any requirement of law applicable to the Servicer, the Servicer shall not reduce the Margin of any Mortgage Loan by more than 0.25% per annum unless (i) the Servicer has received an opinion of counsel that such reduction in the Margin will not materially adversely affect the characterization of the Investor Certificates as debt for Federal income tax purposes, (ii) the Certificate Insurer has consented to such reduction and (iii) the Servicer has received confirmation from each Rating Agency then rating the Investor Certificates that such reduction will not cause a reduction or withdrawal of the rating of the Investor Certificates without regard to the Certificate Insurance Policy; provided however that, the Servicer may reduce the --------------------- Margin of any Mortgage Loan by more than 0.25% if the Servicer, not later than the Business Day immediately preceding the Distribution Date following the related Collection Period shall either remove the applicable Mortgage Loan or substitute an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan. (g) The Servicer may extend the maturity date on (i) any Mortgage Loan which is prohibited by then currently in default under the terms of the related Loan Agreement, (ii) any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties Mortgage Loan; provided for herein or that the Servicer may only grant the -------- extensions described in this clause (ii) in any document contemplated hereinone calendar year on Mortgage Loans with aggregate Trust Balances of up to 2% of the Pool Balance as of the beginning of such calendar year (net of the Pre-Funded Amount) as subsequently adjusted for Subsequent Mortgage Loans transferred to the Trust, (iii) any Mortgage Loan in respect of which the Servicer has delivered a certificate to the Trustee certifying that such failure extension will not materially adversely affect the interests of the Investor Certificateholders and (iv) any Mortgage Loan for which the Servicer has not later than the Business Day immediately preceding the Distribution Date next following the related Collection Period either removed the applicable Mortgage Loan or substituted an Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan; provided, however, -------- ------- that no extension on a Mortgage Loan described in clauses (i), (ii) and (iii) shall cause the maturity date of such Mortgage Loan to extend beyond the last day of the Collection Period immediately preceding the Stated Maturity Date. (h) Sections 3.1(f) and 3.1(g) shall be exclusive of and not constitute a breach of this Agreementsubject to Section 3.1(d).

The Servicer. The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards The Servicer, as independent contract servicer, shall service and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within administer the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts Home Equity Loans and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Home Equity Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, HOWEVER, that (ii) (x) has been designated an approved Seller-Servicer by the Federal Home Loan Mortgage Corporation ("FHLMC") or the Federal National Mortgage Association ("FNMA") for first and second home equity loans or (y) is an affiliate of the Servicer or (z) is otherwise approved by the Insurer. The Servicer shall give written notice to the extent Insurer, and the Indenture Trustee prior to the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall be in form and substance acceptable to the Insurer and the Indenture Trustee. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Home Equity Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Home Equity Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Home Equity Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Home Equity Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee, the Owner Trustee and Noteholders and the Transferor in respect of the Ownership Interest shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(d) herein. The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is prohibited sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Servicing Termination), the Indenture Trustee or its designee approved by the Insurer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Indenture Trustee or designee approved by the Insurer elects to terminate any applicable ruleSubservicing Agreement in accordance with the terms of such Subservicing Agreement. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Insurer or the Indenture Trustee in the event that the Servicer shall, regulationfor any reason, judicial no longer be the Servicer (including termination due to an Event of Servicing Termination). In no event shall any Subservicing Agreement require the Insurer or administrative determination the Indenture Trustee as Successor Servicer to pay compensation to a Subservicer or other order applicable the termination of such Subservicer. Any fee payable or expense incurred in connection with such a termination will be payable by the outgoing Servicer. If the Indenture Trustee does not terminate a Subservicing Agreement, the Indenture Trustee, its designee or the successor servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Equity Loans then being serviced and an accounting of amounts collected and held by it from carrying out and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of its obligations any Home Equity Loan or duties provided for herein consent to the postponement of strict compliance with any such term or in any document contemplated manner grant indulgence to any Mortgagor if in the Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Noteholders, the Transferor in respect of the Ownership Interest and the Insurer, provided, however, that (unless (x) the Mortgagor is in default with respect to the Home Equity Loan, or such default is, in the judgment of the Servicer, imminent, (y) with respect to any modification lowering the Coupon Rate or effecting the forgiveness of any amount owed under the Mortgage Note, or extending the final maturity date on such Home Equity Loan, the Insurer has consented to such modification and (z) such waiver, modification, postponement or indulgence would not cause a tax to be imposed on the Trust) the Servicer may not permit any modification with respect to any Home Equity Loan that would change the Coupon Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Home Equity Loan) or extend the final maturity date on the Home Equity Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Noteholders, be added to the amount owing under the related Home Equity Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee and each Noteholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Home Equity Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer and requested in writing, the Indenture Trustee shall furnish the Servicer and, if directed by the Servicer, any Subservicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer and any such Subservicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Home Equity Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering home equity loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing home equity loans similar to the Home Equity Loans and giving due consideration to the Insurer's and the Trust's reliance on the Servicer. (f) On and after such failure time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, the Indenture Trustee, if it so elects, and with the consent of the Insurer, shall not constitute assume all of the rights and obligations of the Servicer, subject to Section 7.02 herein. The Servicer shall, upon request of the Indenture Trustee, but at the expense of the Servicer, deliver to the Indenture Trustee, all documents and records relating to the Home Equity Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. (g) The Servicer shall deliver a breach list of Servicing Officers to the Indenture Trustee and the Insurer on or before the Closing Date and shall revise such list from time to time, as appropriate, and shall deliver all revisions promptly to the Indenture Trustee and the Insurer. (h) Consistent with the terms of this Agreement, the Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided that such senior lien secures a home equity loan that refinances a First Lien and the combined loan-to-value ratio of the related Home Equity Loan immediately following the refinancing (based on the outstanding principal balance of the Home Equity Loan and the original principal balance of such refinanced home equity loan) is not greater than the Combined Loan-to-Value Ratio of such Home Equity Loan as of the related Cut-Off Date.

The Servicer. The Servicer agrees to service (a) It is intended that the Assets for REMIC Trust formed hereunder (other than the Basis Risk Reserve Fund and on behalf the Spread Account) shall constitute, and that the affairs of the Trustee REMIC Trust shall be conducted so as to qualify it as, a “real estate mortgage investment conduit” (“REMIC”) as defined in and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures REMIC Provisions. In furtherance of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are locatedsuch intentions, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer covenants and agrees that it shall not release knowingly or waive its right intentionally take any action or omit to collect take any action that would cause the unpaid principal balance termination of any Contract. the REMIC status of the REMIC Trust. (b) The Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (1) (x) has been designated an approved Seller-Servicer by Xxxxxxx Mac or Xxxxxx Mae for first and second mortgage loans, HOWEVERor (y) is an affiliate of the Servicer, that or (2) is otherwise approved by the Certificate Insurer and the Class A Certificateholders aggregating 51% of the Percentage Interests thereof. The Servicer shall give notice to the extent Certificate Insurer and the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is prohibited sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Trustee or its designee approved by the Certificate Insurer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Trustee or designee approved by the Certificate Insurer elects to terminate any applicable ruleSubservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Trustee does not terminate a Subservicing Agreement, regulationthe Trustee, judicial its designee or administrative determination the successor servicer for the Trustee shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or other order applicable obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer at its expense and without right of reimbursement therefor, shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it from carrying out and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of its obligations any Mortgage Loan or duties provided for herein consent to the postponement of strict compliance with any such term or in any document contemplated manner grant indulgence to any Mortgagor if in the Servicer’s determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders and the Certificate Insurer, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent, and (y) with respect to any modification lowering the Loan Rate or effecting the forgiveness of any amount owed under the Mortgage Note, or extending the final maturity date on such Mortgage Loan, the Certificate Insurer has consented to such modification, and (z) such waiver, modification, postponement or indulgence would not cause the REMIC to be disqualified or otherwise cause a tax to be imposed on the REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall for the purposes of distributions to Certificateholders be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted second mortgage servicing practices of prudent lending institutions and giving due consideration to the Certificate Insurer’s and the Certificateholders reliance on the Servicer. (g) On and after such failure time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee and the Certificate Insurer of the Opinion of Counsel required pursuant to Section 7.04, the Trustee or its designee approved by the Certificate Insurer shall not constitute assume all of the rights and obligations of the Servicer, subject to Section 8.02 hereof. The Servicer shall, upon request of the Trustee but at the expense of the Servicer, deliver to the Trustee all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. (h) The Servicer shall deliver a breach list of Servicing Officers to the Trustee and the Certificate Insurer by the Closing Date. (i) Consistent with the terms of this Agreement, the Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided, that such senior lien secures a mortgage loan that refinances a First Lien and the combined loan-to-value ratio of the related Mortgage Loan immediately following the refinancing (based on the outstanding principal balance of the Mortgage Loan and the original principal balance of such refinanced mortgage loan) is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the Cut-Off Date.

The Servicer. (a) The Servicer agrees shall, or shall cause the Subservicers to, service and administer the Home Equity Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through the Subservicers, to service do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Assets Servicer shall at all times remain responsible to the Trustee and the Certificateholders for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by the related Subservicer in respect of a Home Equity Loan shall be deemed to have been received by the Servicer whether or not actually received by it. The Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created under this Agreement to fail to qualify as a REMIC or result in the imposition of any tax under section 860F(a) or section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Trustee on behalf of the Trustee Trust, (i) in its own name or in the name of any Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the MERS® System, or cause the removal from the registration of any Home Equity Loan on the MERS® System, to execute and deliver, on behalf of the Trust, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust and its successors and assigns, and otherwise (ii) to perform execute and deliver, on behalf of itself, the Certificateholders and the Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Home Equity Loans and with respect to the Mortgaged Properties. Upon the written request of the Servicer, the Depositor and the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out the duties, responsibilities its servicing and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreementadministrative duties hereunder. The Servicer shall service in such capacity may also consent to the Contracts placing of a proposed lien senior to that of the Mortgage on the related Mortgaged Property, provided that such proposed lien is not secured by a note providing for negative amortization and: (i) the Mortgage relating to the Home Equity Loan was in accordance with a first lien position as of the customary Cut-Off Date and usual procedures was in a first lien position immediately prior to the placement of responsible financial institutions that service manufactured housing retail installment sales contracts the proposed senior lien, and installment loan agreements for manufactured housing units located in (ii) the jurisdictions in which ratio of (a) the Manufactured Homes are located, except as otherwise expressly provided by sum of the Pooling Principal Balance of the Home Equity Loan and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and mortgage loan to be secured by the proposed senior lien to (b) the Appraised Value of the Mortgaged Property at the time the Home Equity Loan was originated is not greater than (1) with respect to Home Equity Loans with an original CLTV of 85% or less, 85%, (2) with respect to Home Equity Loans with an original CLTV in excess of 85% and not greater than 95%, 95% and (3) with respect to Home Equity Loans with an original CLTV in excess of 95% and not greater than 110%, 110%; (i) the Mortgage relating to the Home Equity Loan was in a manner that is consistent with prudent residential first or second lien position at the time the related Home Equity Loan was conveyed to the Trustee and, immediately following the placement of such proposed senior lien, such Mortgage will be in a second or, if such Mortgage was in a second lien position at the time the related Home Equity Loan was conveyed to the Trustee, a third lien position and (ii) the principal balance of the mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall to be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required secured by the Pooling proposed senior lien and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees rate at which interest accrues thereon are no greater than those of the related Home Equity Loan as permitted by Section 6.07 hereof, to do any and all things of the date it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that was first conveyed to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.Trustee; or

The Servicer. (a) It is intended that the Trust formed hereunder shall constitute, and that the affairs of the Trust shall be conducted so as to qualify each REMIC as, a “real estate mortgage investment conduit” (“REMIC”) as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC. (b) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) meets the requirements of clause (2) of the definition of an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the Assets related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Successor Servicer or its designee approved by the Trustee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Trustee elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, of partial or full release, or of discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its successors servicing and assignsadministrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders’ reliance on the Servicer. (g) Within ninety (90) days after such time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and otherwise with respect to perform and carry out resignation pursuant to Section 7.04, after receipt by the dutiesTrustee of the Opinion of Counsel required pursuant to Section 7.04, responsibilities the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 8.02; provided that are to be performed and carried out by if the Servicer under is removed pursuant to Section 8.02, the Pooling Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall service shall, upon request of the Contracts in accordance with Successor Servicer but at the customary expense of the Servicer, deliver to the Successor Servicer all documents and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right records relating to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which an accounting of amounts collected and held by the Servicer services and otherwise use its best efforts to effect the Assets orderly and efficient transfer of servicing rights and obligations to the assuming party who shall be consistent with the manner in which entitled to reimbursement by the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio(or, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent not paid by the Servicer is prohibited Servicer, by any applicable rule, regulation, judicial or administrative determination or other order applicable the Trust pursuant to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.Section 5.01(a)(22))

The Servicer. The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards The Servicer shall, or shall cause the Subservicers to, service and (b) administer the Home Equity Loans in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts terms of this Agreement and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling with general industry practice and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or or through agents and designees as permitted by Section 6.07 hereofthe Subservicers, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which it may deem necessary or desirable, HOWEVERit being understood, however, that the Servicer shall at all times remain responsible to the extent Trustee, the Administrator and the Certificateholders for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by the related Subservicer in respect of a Home Equity Loan shall be deemed to have been received by the Servicer whether or not actually received by it. The Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created under this Agreement to fail to qualify as a REMIC or result in the imposition of any tax under section 860F(a) or section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer shall continue, and is prohibited hereby authorized and empowered by any applicable rulethe Trustee, regulationto execute and deliver, judicial on behalf of itself, the Certificateholders and the Trustee or administrative determination or other order applicable to it from carrying out any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Home Equity Loans and with respect to the Mortgaged Properties. Upon the written request of the Servicer, the Depositor and the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its obligations servicing and administrative duties hereunder. The Servicer in such capacity may also consent to the placing of a proposed lien senior to that of the Mortgage on the related Mortgaged Property, provided that such proposed lien is not secured by a note providing for negative amortization and: (i) the Mortgage relating to the Home Equity Loan was in a first lien position as of the Cut-Off Date and was in a first lien position immediately prior to the placement of the proposed senior lien, and (ii) the ratio of (a) the sum of the Principal Balance of the Home Equity Loan and the principal balance of the mortgage loan to be secured by the proposed senior lien to (b) the Appraised Value of the Mortgaged Property at the time the Home Equity Loan was originated is not greater than (1) with respect to Home Equity Loans with an original CLTV of 85% or duties provided for herein less, 85%, (2) with respect to Home Equity Loans with an original CLTV in excess of 85% and not greater than 95%, 95% and (3) with respect to Home Equity Loans with an original CLTV in excess of 95% and not greater than 115%, 115%; (i) the Mortgage relating to the Home Equity Loan was in a first or in any document contemplated hereinsecond lien position at the time the related Home Equity Loan was conveyed to the Trust and, immediately following the placement of such proposed senior lien, such failure shall not constitute Mortgage will be in a breach second or, if such Mortgage was in a second lien position at the time the related Home Equity Loan was conveyed to the Trust, a third lien position and (ii) the principal balance of this Agreement.the mortgage loan to be secured by the proposed senior lien and the rate at which interest accrues thereon are no greater than those of the related Home Equity Loan as of the date it was first conveyed to the Trust; or

The Servicer. (a) It is intended that the Trust formed hereunder shall constitute, and that the affairs of the Trust shall be conducted so as to qualify each REMIC as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC. (b) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) meets the requirements of clause (2) of the definition of an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Master Servicer of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the Assets related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee, the Master Servicer, the Securities Administrator and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of a Servicer Event of Default), the Successor Servicer or its designee approved by the Master Servicer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Master Servicer elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, reasonably foreseeable and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. If, however, a Mortgagor is in default with respect to a Mortgage Loan, or such default is, in the judgment of the Servicer, reasonably foreseeable, the Servicer may permit a modification that would extend the term of such Mortgage Loan with an original term to maturity of less than 360 months to 360 months or a modification that would convert the adjustable Loan Rate to a fixed Loan Rate; provided, that such modification would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, of partial or full release, or of discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney (in a form acceptable to the Trustee) and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders’ reliance on the Servicer. (g) Within ninety (90) days after such time as each of the Trustee, the Master Servicer and the Securities Administrator receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee and the Securities Administrator of the Opinion of Counsel required pursuant to Section 7.04, the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 8.02; provided that if the Servicer is removed pursuant to Section 8.02, the Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall, upon request of the Successor Servicer but at the expense of the Servicer, deliver to the Successor Servicer all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party who shall be entitled to reimbursement by the Servicer (or, to the extent not paid by the Servicer, by the Trust Fund prior to distributions to Certificateholders) for Servicing Transfer Costs. (h) The Servicer shall deliver a list of Servicing Officers to the Trustee, the Master Servicer and the Securities Administrator on or before the Closing Date. (i) Consistent with the terms of this Agreement, the Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided that such senior lien secures a mortgage loan that refinances a First Lien and the Combined Loan-to-Value Ratio of the related Mortgage Loan immediately following the refinancing (based on the outstanding principal balance of the Mortgage Loan and the original principal balance of such refinanced mortgage loan) is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the related Cut-off Date. (j) The Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Subservicer, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. . (k) The Servicer shall service provide to the Contracts in accordance with Master Servicer and the customary Depositor upon request, evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and usual procedures of responsible Errors and Omissions Insurance, financial institutions that service manufactured housing retail installment sales contracts information and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are locatedreports, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that such other information related to the Servicer shall not release or waive its right to collect any Subservicer or the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary Servicer’s or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this AgreementSubservicer’s performance hereunder.

The Servicer. The Servicer agrees to service (a) It is intended that the Assets for Trust formed hereunder shall constitute, and on behalf that the affairs of the Trustee Trust shall be conducted so as to qualify each REMIC as, a "real estate mortgage investment conduit" ("REMIC") as defined in and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures REMIC Provisions. In furtherance of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are locatedsuch intentions, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer covenants and agrees that it shall not release knowingly or waive its right intentionally take any action or omit to collect take any action that would cause the unpaid principal balance termination of the REMIC status of any Contract. REMIC. (b) The Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. On the Closing Date, HOWEVERthe Servicer shall enter into an interim subservicing agreement with Delta pursuant to which Delta will directly service the Mortgage Loans pending the transfer of the primary servicing to the Servicer. Thereafter, the Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) is an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Successor Servicer or its designee approved by the Trustee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Trustee elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders' reliance on the Servicer. (g) Within ninety (90) days after such time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee of the Opinion of Counsel required pursuant to Section 7.04, the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 8.02; provided that if the Servicer is removed pursuant to Section 8.02, the Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall, upon request of the Successor Servicer but at the expense of the Servicer, deliver to the Successor Servicer all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party and shall be entitled to reimbursement by the Servicer (or, to the extent not paid by the Servicer is prohibited Servicer, by any applicable rule, regulation, judicial or administrative determination or other order applicable the Trust pursuant to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.Section 5.01(a)C.16)

The Servicer. (a) The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assignsServicer, and otherwise to perform and carry out the dutiesas independent contract servicer, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, HOWEVER, that (ii) (x) has been designated an approved Seller-Servicer by the Federal Home Loan Mortgage Corporation ("FHLMC") or the Federal National Mortgage Association ("FNMA") for first and second mortgage loans or (y) is an affiliate of the Servicer or (z) is otherwise approved by the Insurer. The Servicer shall give written notice to the extent Insurer, and the Indenture Trustee prior to the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall be in form and substance acceptable to the Insurer and the Indenture Trustee. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee, the Owner Trustee and Class A Noteholders and the Transferor in respect of the Ownership Interest shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(d) herein. The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is prohibited sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Servicing Termination), the Indenture Trustee or its designee approved by the Insurer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Indenture Trustee or designee approved by the Insurer elects to terminate any applicable ruleSubservicing Agreement in accordance with the terms of such Subservicing Agreement. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Insurer or the Indenture Trustee in the event that the Servicer shall, regulationfor any reason, judicial no longer be the Servicer (including termination due to an Event of Servicing Termination). In no event shall any Subservicing Agreement require the Insurer or administrative determination the Indenture Trustee as Successor Servicer to pay compensation to a Subservicer or other order applicable the termination of such Subservicer. Any fee payable or expense incurred in connection with such a termination will be payable by the outgoing Servicer. If the Indenture Trustee does not terminate a Subservicing Agreement, the Indenture Trustee, its designee or the successor servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it from carrying out and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of its obligations any Mortgage Loan or duties provided for herein consent to the postponement of strict compliance with any such term or in any document contemplated manner grant indulgence to any Mortgagor if in the Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Class A Noteholders, the Transferor in respect of the Ownership Interest and the Insurer. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Class A Noteholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee and each Class A Noteholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer and requested in writing, the Indenture Trustee shall furnish the Servicer and, if directed by the Servicer, any Subservicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer and any such Subservicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own 36 41 account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Insurer's and the Trust's reliance on the Servicer. (f) On and after such failure shall not constitute a breach time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement., and with respect to resignation pursuant to Section 6.04 herein, after receipt by the Indenture Trustee and the Insurer of the Opinion of Counsel required pursuant to Section 6.04, the Indenture Trustee, if it so elects, and with the consent of the Insurer, shall assume all of the rights and obligations of the Servicer, subject to Section 7.02

The Servicer. (a) It is intended that the Trust formed hereunder shall constitute, and that the affairs of the Trust shall be conducted so as to qualify each REMIC as, a "real estate mortgage investment conduit" ("REMIC") as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC. (b) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) is an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the Assets related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Successor Servicer or its designee approved by the Trustee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Trustee elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its successors servicing and assignsadministrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders' reliance on the Servicer. (g) Within ninety (90) days after such time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and otherwise with respect to perform and carry out resignation pursuant to Section 7.04, after receipt by the dutiesTrustee of the Opinion of Counsel required pursuant to Section 7.04, responsibilities the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 8.02; provided that are to be performed and carried out by if the Servicer under is removed pursuant to Section 8.02, the Pooling Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall service shall, upon request of the Contracts in accordance with Successor Servicer but at the customary expense of the Servicer, deliver to the Successor Servicer all documents and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right records relating to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which an accounting of amounts collected and held by the Servicer services and otherwise use its best efforts to effect the Assets orderly and efficient transfer of servicing rights and obligations to the assuming party who shall be consistent with the manner in which entitled to reimbursement by the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio(or, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent not paid by the Servicer is prohibited Servicer, by any applicable rule, regulation, judicial or administrative determination or other order applicable the Trust pursuant to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.Section 5.01(a)(16))

The Servicer. The Servicer agrees to service (a) It is intended that the Assets for Trust formed hereunder shall constitute, and on behalf that the affairs of the Trustee Trust shall be conducted so as to qualify each REMIC as, a "real estate mortgage investment conduit" ("REMIC") as defined in and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures REMIC Provisions. In furtherance of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are locatedsuch intentions, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer covenants and agrees that it shall not release knowingly or waive its right intentionally take any action or omit to collect take any action that would cause the unpaid principal balance termination of the REMIC status of any Contract. REMIC. (b) The Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. On the Closing Date, HOWEVERthe Servicer shall enter into an interim subservicing agreement with Delta pursuant to which Delta will directly service the Mortgage Loans until March 1, 2001, unless extended in writing by the Servicer and Certificate Insurer. Delta hereby covenants to transfer the primary servicing of the Mortgage Loans to the Servicer on or before March 1, 2001. Delta hereby grants to the Servicer an irrevocable power of attorney to sign any and all documents and notices necessary or advisable to transfer the servicing to the Servicer. Thereafter, the Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) is an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Successor Servicer or its designee approved by the Trustee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Trustee elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders' reliance on the Servicer. (g) Within ninety (90) days after such time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee of the Opinion of Counsel required pursuant to Section 7.04, the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 8.02; provided that if the Servicer is removed pursuant to Section 8.02, the Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall, upon request of the Successor Servicer but at the expense of the Servicer, deliver to the Successor Servicer all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party and shall be entitled to reimbursement by the Servicer (or, to the extent not paid by the Servicer is prohibited Servicer, by any applicable rule, regulation, judicial or administrative determination or other order applicable the Trust pursuant to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.Section 5.01(a)

The Servicer. (a) The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assignsServicer, and otherwise to perform and carry out the dutiesas independent contract servicer, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service and administer the Contracts Mortgage Loans in accordance with the customary Accepted Servicing Practices and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent administration which the Servicer is prohibited by any applicable rule, regulation, judicial may deem necessary or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, (ii) (x) has been designated an approved Seller-Servicer by Xxxxxxx Mac or Xxxxxx Mae for first and second mortgage loans or (y) is an affiliate of the Servicer or (z) is otherwise approved by the Insurer. The Servicer shall give written notice to the Insurer and the Indenture Trustee prior to the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall be in form and substance acceptable to the Insurer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Depositor, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(d) herein. The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Servicing Termination), the Indenture Trustee or its designee approved by the Insurer or a successor Servicer under Section 7.02(a) shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Indenture Trustee or designee approved by the Insurer or any successor Servicer elects to terminate any Subservicing Agreement (except with respect to Subservicing Agreements that only allow for termination of the related Subservicer for cause or require a termination fee for termination without cause) in accordance with the terms of such Subservicing Agreement. The Indenture Trustee shall not be responsible for any termination fees under any Subservicing Agreement. In no event shall any Subservicing Agreement require the Insurer or the Indenture Trustee as Successor Servicer to pay compensation to a Subservicer or order the termination of such Subservicer. Any fee payable or expense incurred in connection with such a termination will be payable by the outgoing Servicer. If the Indenture Trustee does not terminate a Subservicing Agreement, the Indenture Trustee, its designee or a successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of payments to the Noteholders and distributions to the Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trust, each Noteholder and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer and requested in writing, the Indenture Trustee shall furnish the Servicer and, if directed by a Servicing Officer, any Subservicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer and any such Subservicer to carry out its servicing and administrative duties under this Agreement. (f) On and after such time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 6.04 herein, after receipt by the Indenture Trustee and the Insurer of the Opinion of Counsel required pursuant to Section 6.04, the Indenture Trustee, if it so elects, and with the consent of the Insurer, shall assume all of the rights and obligations of the Servicer, subject to Section 7.02

The Servicer. (a) The Servicer agrees to service the Assets for and on behalf of the Trustee Trust and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDEDprovided, HOWEVERhowever, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent is (b) The Servicer may enter into subservicing agreements with prudent residential mortgage loan subservicers for the servicing standards generally accepted within and administration of all or part of the residential mortgage loan servicing industryAssets. The manner References in which this Agreement to actions taken or to be taken by the Servicer services in servicing the Assets shall include actions taken or to be consistent taken by a subservicer on behalf of the Servicer. Each subservicing agreement will be upon such terms and conditions as are not inconsistent with the manner in which this Agreement and as the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreementsubservicer have agreed. The Servicer shall have full power and authority consistent with notify the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do Trustee in writing promptly upon the appointment of any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach subservicer. For purposes of this Agreement, the receipt by the subservicer of any amount with respect to a Mortgage Loan or Contract (other than amounts representing servicing compensation or reimbursement for an advance) shall be treated as the receipt by the Servicer of such amount. As part of its servicing activities hereunder, the Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each subservicer under the related subservicing agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of subservicing agreements as appropriate, and the pursuit of other remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Assets. The Servicer shall pay the costs of such enforcement at its own expense but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Assets or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. The Servicer shall be entitled to terminate any subservicing agreement that may exist in accordance with the terms and conditions of such subservicing agreement and without any limitation by virtue of this Agreement and shall provide the Trustee with prompt written notice of such termination. Notwithstanding any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and liable to the Trust, the Trustee and Certificateholders for the servicing and administering of the Assets in accordance -44- 50 with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Assets. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement that may be entered into and any other transactions or services relating to the Assets involving a subservicer in its capacity as such and not as an originator shall be deemed to be between the subservicer and the Servicer alone and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the subservicer. The Servicer shall be solely liable for any fees payable to a subservicer. If the Servicer shall for any reason no longer be the Servicer hereunder, the Servicer shall thereupon terminate each subservicing agreement that may have been entered into and the Trustee, its designee or the successor servicer shall not be deemed to have assumed any of the Servicer's interest therein or to have replaced the Servicer as a party to any such subservicing agreement.

The Servicer. (a) The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assignsServicer, and otherwise to perform and carry out the dutiesas independent contract servicer, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent administration which the Servicer is prohibited by any applicable rule, regulation, judicial may deem necessary or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, (ii) (x) has been designated an approved Seller-Servicer by the Federal Home Loan Mortgage Corporation (“FHLMC”) or the Federal National Mortgage Association (“FNMA”) for first and second mortgage loans, (y) is an affiliate of the Servicer or (z) is otherwise approved by the Insurer. The Servicer shall give written notice to the Insurer and the Indenture Trustee prior to the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall be in form and substance acceptable to the Insurer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee, the Insurer, the Owner Trustee and Class A Noteholders and the Transferor in respect of the Transferor Interest shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(d) herein, as applicable. The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Servicing Termination), the Indenture Trustee or its designee approved by the Insurer or a successor Servicer under Section 7.02(a) shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Indenture Trustee or designee approved by the Insurer or any successor Servicer under Section 7.02(a) elects to terminate any Subservicing Agreement in accordance with the terms of such Subservicing Agreement. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Insurer, the Indenture Trustee or any successor Servicer in the event that the Servicer shall, for any reason, no longer be the Servicer (including termination due to an Event of Servicing Termination). In no event shall any Subservicing Agreement require the Insurer or the Indenture Trustee as successor Servicer to pay compensation to a Subservicer or order the termination of such Subservicer without the payment of any termination fee. Any fee payable or expense incurred in connection with such a termination will be payable by the outgoing Servicer. If the Indenture Trustee does not terminate a Subservicing Agreement, the Indenture Trustee, its designee (approved by the Insurer) or a successor Servicer under Section 7.02(a) shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Class A Noteholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trust and each Class A Noteholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer and requested in writing, the Trust and/or the Indenture Trustee shall furnish the Servicer and, if directed by the Servicer, any Subservicer with any limited powers of attorney and other documents necessary or appropriate to enable the Servicer and any such Subservicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering home equity line of credit mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Insurer’s, the Class A Noteholders’ and the Trust’s reliance on the Servicer. (f) On and after such time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 6.04 herein, after receipt by the Indenture Trustee and the Insurer of the Opinion of Counsel required pursuant to Section 6.04, the Indenture Trustee, if it so elects, and with the consent of the Insurer, shall assume all of the rights and obligations of the Servicer, subject to Section 7.02 herein. The Servicer shall, upon request of the Indenture Trustee, but at the expense of the Servicer, deliver to the Indenture Trustee, all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. (g) The Servicer shall deliver a list of Servicing Officers to the Indenture Trustee and the Insurer on or before the Closing Date and shall revise such list from time to time, as appropriate, and shall deliver all revisions promptly to the Indenture Trustee and the Insurer. (h) Consistent with the terms of this Agreement, the Servicer may execute and deliver, on behalf of itself, the Class A Noteholders, and the Trust, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. At the request of a Servicing Officer, the Trust shall furnish the Servicer with any powers of attorney and other documents appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Consistent with the terms of this Agreement, the Servicer will consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided, (i) the Combined Loan-to-Value Ratio of the related Mortgage Loan immediately following the modification is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the date such Mortgage Loan was originated; or (ii) in the case of any such action that would result in an increase in the Combined Loan-to-Value Ratio over the Combined Loan-to-Value Ratio as of the date such Mortgage Loan was originated, the aggregate number of Mortgage Loans with respect to which a new senior lien is consented to by the Servicer does not exceed 5% of the number of Mortgage Loans as of the Cut-Off Date; and

The Servicer. (a) The Servicer agrees is hereby authorized to service act as agent for the Assets for Trust and in such capacity shall manage, service, administer and make collections on behalf of the Trustee Mortgage Loans and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer other actions under the Pooling and Servicing this Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within (i) the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent terms of this Agreement and (ii) collection procedures it follows with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage respect to home equity loans in its servicing portfolioportfolio comparable to the Mortgage Loans, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or or through agents and designees as permitted by Section 6.07 hereofa subservicer, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which it may deem necessary or desirable, HOWEVERit being understood, however, that the Servicer shall at all times remain responsible to the Trust, the Indenture Trustee, the Noteholders and the Residual Certificateholders the performance of its duties and obligations hereunder in accordance with the terms hereof. The Servicer hereby confirms its obligation, as Servicer, to fund future advances to the Mortgagors pursuant to the Credit Line Agreements and, to the extent it has an interest therein, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer the Additional Balances so created. It is the intention of the Servicer that the transfer of the Additional Balances to the Issuer shall constitute a sale, but in the event that the transfer is prohibited held not to be a sale, this Agreement shall constitute a grant of a security interest in the Additional Balances, and the proceeds thereof, for the benefit of the Issuer. Any amounts received by any applicable rulesubservicer in respect of a Mortgage Loan shall be deemed to have been received by the Servicer whether or not actually received by it. Without limiting the generality of the foregoing, regulationthe Servicer shall continue, judicial and is hereby authorized and empowered by the Trust, to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties and to make deposits to and withdrawals from the Collection Account. The Indenture Trustee and the Owner Trustee shall, upon the written request of a Servicing Officer, furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative determination duties hereunder and consistent with the Indenture Trustee’s internal policies. The Indenture Trustee shall not be liable for the Servicer’s use or other order applicable misuse of such powers of attorney. The Servicer in such capacity may also consent to it from carrying out the placing of a lien senior to that of any Mortgage on the related Mortgaged Property, provided that (i) such Mortgage succeeded to a first lien position after the related Mortgage Loan was conveyed to the Trust and, immediately following the placement of its obligations or duties provided for herein or in any document contemplated hereinsuch senior lien, such failure Mortgage is in a second lien position and the outstanding principal amount of the mortgage loan secured by such subsequent senior lien is no greater than the outstanding principal amount of the senior mortgage loan secured by the Mortgaged Property as of the date the related Mortgage Loan was originated; or (ii) the Mortgage relating to such Mortgage Loan was in a second lien position as of the Cut-Off Date and the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and the outstanding principal amount of the replacement first mortgage loan immediately following such refinancing is not greater than the outstanding principal amount of such existing first mortgage loan at the date of origination of such Mortgage Loan; provided, further, that such senior lien does not secure a note that provides for negative amortization. The Servicer may also, without prior approval from the Rating Agencies, increase the Credit Limits on Mortgage Loans provided that (i) new appraisals are obtained and the Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to such increase are less than or equal to the Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-Off Date and (ii) such increases are consistent with the Servicer’s credit and collection policies. No material change or departure from the Servicer’s credit and collection policies with respect to any Mortgage Loans as in effect as of the Closing Date shall be permitted. In addition, the Servicer may agree to changes in the terms of a Mortgage Loan at the request of the Mortgagor; provided that (i) such changes do not materially and adversely affect the interests of Noteholders or the Residual Certificateholders and (ii) such changes are consistent with collection procedures followed by the Servicer with respect to home equity loans in its servicing portfolio comparable to the Mortgage Loans, as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee. In addition to the foregoing, the Servicer may solicit Mortgagors to change any other terms of the related Mortgage Loans; provided that such changes (i) do not materially and adversely affect the interest of Noteholders, (ii) are consistent with collection procedures followed by the Servicer with respect to home equity loans in its servicing portfolio comparable to the Mortgage Loans, as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and (iii) do not adjust the maturity date of such Mortgage Loan past the date that is six months before the Final Scheduled Payment Date of the Notes. The Servicer shall not solicit Mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans nor convey information concerning Mortgagors to any Person for such purpose; provided, however, that advertising directed to the general public, statement messages not targeted specifically to the Mortgagors, website messages not targeted specifically to the Mortgagors and voice response unit messages not targeted specifically to the Mortgagors shall not constitute a breach solicitations for purposes of this paragraph. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trust under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (b) In the event that the rights, duties and obligations of the Servicer are terminated hereunder, any successor to the Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing subservicer arrangements with any subservicer, without charge, or assume the terminated Servicer’s rights under such subservicing arrangements which termination or assumption will not violate the terms of such arrangements.

The Servicer. The Servicer agrees to service (a) It is intended that the Assets for Trust formed hereunder shall constitute, and on behalf that the affairs of the Trustee Trust shall be conducted so as to qualify each REMIC as, a "real estate mortgage investment conduit" ("REMIC") as defined in and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures REMIC Provisions. In furtherance of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are locatedsuch intentions, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer covenants and agrees that it shall not release knowingly or waive its right intentionally take any action or omit to collect take any action that would cause the unpaid principal balance termination of the REMIC status of any Contract. REMIC. (b) The Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent administration which the Servicer is prohibited by any applicable rule, regulation, judicial may deem necessary or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) (x) has been designated an approved Seller-Servicer by Freddie Mac or Fannie Mae for first and second mortgage loans and ix xxxxxfactory xx xxx Certificate Insurer, (y) is an affiliate of the Servicer or (z) is otherwise acceptable to the Certificate Insurer. The Servicer shall give notice to the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is sufficient to pay such fees.

The Servicer. The Servicer agrees to service (a) It is intended that the Assets for Trust formed hereunder shall constitute, and on behalf that the affairs of the Trustee Trust shall be conducted so as to qualify each REMIC as, a "real estate mortgage investment conduit" ("REMIC") as defined in and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures REMIC Provisions. In furtherance of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are locatedsuch intentions, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer covenants and agrees that it shall not release knowingly or waive its right intentionally take any action or omit to collect take any action that would cause the unpaid principal balance termination of any Contract. the REMIC status of either REMIC. (b) The Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) (x) has been designated an approved Seller-Servicer by FHLMC or FNMA for first and second mortgage loans or (y) is an affiliate of the Servicer and satisfactory to the extent Certificate Insurer or (z) is otherwise approved by the Certificate Insurer. The Servicer shall give notice to the Certificate Insurer and the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is prohibited sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Trustee or its designee approved by the Certificate Insurer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Trustee or designee approved by the Certificate Insurer elects to terminate any applicable ruleSubservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Trustee does not terminate the Subservicing Agreements, regulationthe Trustee, judicial its designee or administrative determination the successor servicer for the Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or other order applicable obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it from carrying out and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of its obligations any Mortgage Loan or duties provided for herein consent to the postponement of strict compliance with any such term or in any document contemplated manner grant indulgence to any Mortgagor if in the Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders and the Certificate Insurer, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent, (y) with respect to any modification lowering the Loan Rate or effecting the forgiveness of any amount owed under the Mortgage Note, or extending the final maturity date on such Mortgage Loan, the Certificate Insurer has consented to such modification and (z) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on either REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificate Insurer's and the Certificateholders' reliance on the Servicer. (g) On and after such failure shall not constitute a breach time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee and the Certificate Insurer of the Opinion of Counsel required pursuant to Section 7.04, the Trustee or its designee approved by the Certificate Insurer shall assume all of the rights and obligations of the Servicer, subject to Section 8.

The Servicer. The Servicer agrees makes the following representations and warranties on which the Trust, the Owner Trustee and the Indenture Trustee rely in accepting the Receivables in trust and in connection with the performance by each of the Indenture Trustee and the Standby Servicer of its obligations hereunder and the Insurer relies in issuing the Policy. The representations and warranties speak as of the execution and delivery of this Agreement, on the Closing Date, but shall survive each sale of the Receivables to the Trust and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture: (i) The Servicer is duly organized and validly existing in good standing as a corporation under the laws of the State of Nevada with the corporate power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted, and had at all relevant times, and has, the corporate power, authority and legal right to acquire, own, sell and service the Assets for Receivables, and on behalf is duly qualified and has all necessary licenses in all such jurisdictions as are required by it to conduct its business (including the servicing of the Trustee Receivables as required by this Agreement and the performance of its successors other obligations under this Agreement) except when the failure to so qualify would not materially and assignsadequately affect the performance by the Servicer of its obligations under, or the validity or enforceability of this Agreement or the Notes. (ii) The Servicer has the power and otherwise authority to perform execute and deliver this Agreement and to carry out the duties, responsibilities terms hereof. This Agreement and obligations that are all other instruments or documents to be performed delivered hereunder or pursuant hereto, and carried out the transactions contemplated hereby, have been duly authorized by all necessary corporate proceedings of the Servicer. This Agreement has been duly and validly executed and delivered by the Servicer and, assuming due authorization, execution and delivery by each other party hereto, this Agreement is a valid and legally binding agreement of the Servicer enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity. (iii) The execution and delivery of this Agreement and performance under this Agreement by the Pooling Servicer and Servicing the compliance by the Servicer with all provisions of this Agreement do not conflict with or violate any applicable law, regulation or order of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality and do not conflict with or result in a breach of or (with or without notice or lapse of time) default under any of the terms or provisions of any contract or agreement to which the Servicer is subject or by which it or its property is bound, or result in the creation or imposition of a Lien upon any of its properties pursuant to the terms of any such contract or agreement, nor does such execution, delivery or compliance violate the Certificate of Incorporation or By-Laws of the Servicer except when the failure to so qualify would not materially and adequately affect the performance by the Servicer of its obligations under, or the validity or enforceability of this Agreement or the Notes. (iv) There are no proceedings or investigations pending or, to the Servicer's knowledge, threatened against the Servicer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties (A) asserting the invalidity of this Agreement, the other Basic Documents to which the Servicer is a party, the Notes or the Certificate, (B) seeking to prevent the issuance of the Notes or the Certificate or the consummation of any of the transactions contemplated by this Agreement, the Notes or the Certificate, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Notes or the Certificate, or (D) relating to the Servicer and which might adversely affect the federal or state income, excise, franchise or similar tax attributes of the Securities, or (E) that could have a material adverse effect on the Receivables. (v) No consent, approval, authorization or order of or declaration or filing with any governmental authority is required for the issuance or sale of the Notes or the consummation of the transactions contemplated by this Agreement except such as have been duly made or obtained. (vi) The Servicer has filed on a timely basis all tax returns required to be filed by it and paid all taxes to the extent that such taxes have become due. (vii) The Servicer hereby represents and warrants that the Servicer's principal place of business and chief executive office is, and for the four months preceding the date of this Agreement has been, located at: 818 Oakpark Drive, Covina, California 91724. (viii) The pxxxxxxxx xxxx xx xx xx xxxx xx xxx Xxxxxxxx to monitor collections with respect to the Receivables and repossess and dispose of the Financed Vehicles related to the Receivables will be, in all material respects, legal, proper and in conformity with the requirements of all applicable federal and state laws, rules and regulations, and this Agreement. The Servicer shall service is in possession of all state and local licenses (including all debt collection licenses) required for it to perform its services hereunder, and none of such licenses has been suspended, revoked or terminated. (ix) There are no existing injunctions, writs, restraining orders or other similar orders which might adversely affect the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided performance by the Pooling Servicer or its obligations under, or the validity and Servicing enforceability of, this Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. ; (x) The Servicer shall service the Mortgage Loans (a) generally is in compliance with FNMA standards all requirements of federal and (b) in state laws, rules, regulations and orders, except where the failure so to comply would not have a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within material adverse effect on the residential mortgage loan servicing industry. The manner in which Servicer, its business or its properties, or the ability of the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of perform its obligations or duties provided for herein or under this Agreement; and The representations and warranties contained in any document contemplated herein, such failure this Section 13.01(a) shall not constitute a breach survive the execution and delivery of this Agreement, the transfer of the Receivables on the Closing Date and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture.

The Servicer. (a) It is intended that the Trust formed hereunder shall constitute, and that the affairs of the Trust shall be conducted so as to qualify each REMIC as, a “real estate mortgage investment conduit” (“REMIC”) as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC. (b) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) meets the requirements of clause (2) of the definition of an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the Assets related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Successor Servicer or its designee approved by the Trustee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Trustee elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders’ reliance on the Servicer. (g) Within ninety (90) days after such time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee of the Opinion of Counsel required pursuant to Section 7.04, the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 8.02; provided that if the Servicer is removed pursuant to Section 8.02, the Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall, upon request of the Successor Servicer but at the expense of the Servicer, deliver to the Successor Servicer all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party who shall be entitled to reimbursement by the Servicer (or, to the extent not paid by the Servicer, by the Trust pursuant to Section 5.01(a)(17)) for Servicing Transfer Costs. (h) The Servicer shall deliver a list of Servicing Officers to the Trustee on or before the Closing Date. (i) Consistent with the terms of this Agreement, the Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided that such senior lien secures a mortgage loan that refinances a First Lien and the combined loan-to-value ratio of the related Mortgage Loan immediately following the refinancing (based on the outstanding principal balance of the Mortgage Loan and the original principal balance of such refinanced mortgage loan) is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the related Cut-Off Date. (j) The Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Subservicer, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.

The Servicer. (a) The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assignsServicer, and otherwise to perform and carry out the dutiesas independent contract servicer, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may enter into subservicing agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such subservicing agreement, HOWEVER, that [(ii) is acceptable to the extent Certificate Insurer] and (iii) (x) has been designated an approved Seller-Servicer by Fredxxx Xxx or Fannxx Xxx for first and second mortgage loans or (y) is an affiliate of the Servicer. The Servicer shall give written notice to [the Certificate Insurer,] the Trustee and the Rating Agencies of the appointment of any subservicer. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement and shall be in form and substance acceptable to [the Certificate Insurer]. (b) Notwithstanding any subservicing agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any subservicing agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a subservicer in its capacity as such and not as an originator shall be deemed to be between the subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is prohibited sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Trustee or its designee approved by [the Certificate Insurer] shall thereupon assume all of the rights and obligations of the Servicer under each subservicing (e) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any applicable rule, regulation, judicial term of any Mortgage Loan or administrative determination or other order applicable consent to it from carrying out the postponement of strict compliance with any of its obligations or duties provided for herein such term or in any document contemplated manner grant indulgence to any Mortgagor if in the Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders and the Certificate Insurer. No costs incurred by the Servicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with limited powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to [the Certificate Insurer's] and the Certificateholders' reliance on the Servicer. (f) On and after such failure shall not constitute a breach time as the Trustee receives the written resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement., and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee [and the Certificate Insurer] of the Opinion of Counsel required pursuant to Section 7.04, the Trustee or its designee approved by the Certificate Insurer shall assume all of the rights and obligations of the Servicer,

The Servicer. The Servicer agrees to service (a) It is intended that the Assets for Trust formed hereunder shall constitute, and on behalf that the affairs of the Trustee Trust shall be conducted so as to qualify each REMIC as, a "real estate mortgage investment conduit" ("REMIC") as defined in and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures REMIC Provisions. In furtherance of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are locatedsuch intentions, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer covenants and agrees that it shall not release knowingly or waive its right intentionally take any action or omit to collect take any action that would cause the unpaid principal balance termination of the REMIC status of any Contract. REMIC. (b) The Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent administration which the Servicer is prohibited by any applicable rule, regulation, judicial may deem necessary or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) (x) has been designated an approved Seller-Servicer by Xxxxxxx Mac or Xxxxxx Mae for first and second mortgage loans and is satisfactory to the Certificate Insurer, (y) is an affiliate of the Servicer or (z) is otherwise acceptable to the Certificate Insurer. The Servicer shall give notice to the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

The Servicer. (a) The Servicer agrees is hereby authorized to service act as agent for the Assets for Trust and in such capacity shall manage, service, administer and make collections on behalf of the Trustee Mortgage Loans and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer other actions under the Pooling and Servicing this Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within (i) the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent terms of this Agreement and (ii) collection procedures it follows with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage respect to home equity loans in its servicing portfolioportfolio comparable to the Mortgage Loans, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or or through agents and designees as permitted by Section 6.07 hereofa subservicer, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which it may deem necessary or desirable, HOWEVERit being understood, however, that the Servicer shall at all times remain responsible to the Trust, the Indenture Trustee, the Noteholders and the Residual Certificateholders the performance of its duties and obligations hereunder in accordance with the terms hereof. The Servicer hereby confirms its obligation, as Servicer, to fund future advances to the Mortgagors pursuant to the Credit Line Agreements and, to the extent it has an interest therein, hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuing Entity the Additional Balances so created. It is the intention of the Servicer that the transfer of the Additional Balances to the Issuing Entity shall constitute a sale, but in the event that the transfer is prohibited held not to be a sale, this Agreement shall constitute a grant of a security interest in the Additional Balances, and the proceeds thereof, for the benefit of the Issuing Entity. Any amounts received by any applicable rulesubservicer in respect of a Mortgage Loan shall be deemed to have been received by the Servicer whether or not actually received by it. Without limiting the generality of the foregoing, regulationthe Servicer shall continue, judicial and is hereby authorized and empowered by the Trust, to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties and to make deposits to and withdrawals from the Collection Account. The Indenture Trustee and the Owner Trustee shall, upon the written request of a Servicing Officer, furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative determination duties hereunder and consistent with the Indenture Trustee's internal policies. The Indenture Trustee shall not be liable for the Servicer's use or other order applicable misuse of such powers of attorney. The Servicer in such capacity may also consent to it from carrying out the placing of a lien senior to that of any Mortgage on the related Mortgaged Property, provided that (i) such Mortgage succeeded to a first lien position after the related Mortgage Loan was conveyed to the Trust and, immediately following the placement of its obligations or duties provided for herein or in any document contemplated hereinsuch senior lien, such failure Mortgage is in a second lien position and the outstanding principal amount of the mortgage loan secured by such subsequent senior lien is no greater than the outstanding principal amount of the senior mortgage loan secured by the Mortgaged Property as of the date the related Mortgage Loan was originated; or (ii) the Mortgage relating to such Mortgage Loan was in a second lien position as of the Cut-Off Date and the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and the outstanding principal amount of the replacement first mortgage loan immediately following such refinancing is not greater than the outstanding principal amount of such existing first mortgage loan at the date of origination of such Mortgage Loan; provided, further, that such senior lien does not secure a note that provides for negative amortization. The Servicer may also, without prior approval from the Rating Agencies, increase the Credit Limits on Mortgage Loans provided that (i) new appraisals are obtained and the Combined Loan-to-Value Ratios of the Mortgage Loans after giving effect to such increase are less than or equal to the Combined Loan-to-Value Ratios of the Mortgage Loans as of the Cut-Off Date and (ii) such increases are consistent with the Servicer's credit and collection policies. No material change or departure from the Servicer's credit and collection policies with respect to any Mortgage Loans as in effect as of the Closing Date shall be permitted. In addition, the Servicer may agree to changes in the terms of a Mortgage Loan at the request of the Mortgagor; provided that (i) such changes do not materially and adversely affect the interests of Noteholders or the Residual Certificateholders and (ii) such changes are consistent with collection procedures followed by the Servicer with respect to home equity loans in its servicing portfolio comparable to the Mortgage Loans, as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee. In addition to the foregoing, the Servicer may solicit Mortgagors to change any other terms of the related Mortgage Loans; provided that such changes (i) do not materially and adversely affect the interest of Noteholders, (ii) are consistent with collection procedures followed by the Servicer with respect to home equity loans in its servicing portfolio comparable to the Mortgage Loans, as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee and (iii) do not adjust the maturity date of such Mortgage Loan past the date that is six months before the Final Scheduled Payment Date of the Notes. The Servicer shall not solicit Mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans nor convey information concerning Mortgagors to any Person for such purpose; provided, however, that advertising directed to the general public, statement messages not targeted specifically to the Mortgagors, website messages not targeted specifically to the Mortgagors and voice response unit messages not targeted specifically to the Mortgagors shall not constitute a breach solicitations for purposes of this paragraph. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trust under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (b) In the event that the rights, duties and obligations of the Servicer are terminated hereunder, any successor to the Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the existing subservicer arrangements with any subservicer, without charge, or assume the terminated Servicer's rights under such subservicing arrangements which termination or assumption will not violate the terms of such arrangements.

The Servicer. The Servicer agrees to shall service and administer the Assets for and Mortgage Loans on behalf of the Trustee Trust and its successors in the best interests of and assigns, and otherwise to perform and carry out for the duties, responsibilities and obligations that are to be performed and carried out benefit of the Certificateholders (as determined by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in its reasonable judgment) in accordance with the terms of this Agreement and the Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual procedures standards of responsible financial institutions practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to: (A) any relationship that service manufactured housing retail installment sales contracts the Servicer, any subservicer or any Affiliate of the Servicer or any subservicer may have with the related Mortgagor; (B) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer; (C) the Servicer's obligation to make Advances or Servicing Advances; or (D) the Servicer's or any subservicer's right to receive compensation for its services hereunder or with respect to any particular transaction. To the extent consistent with the foregoing, the Servicer shall seek the timely and installment loan agreements for manufactured housing units located complete recovery of principal and interest on the Mortgage Notes related to Mortgage Loans and shall waive a Prepayment Charge only under the following circumstances: (i) such waiver is standard and customary in servicing similar Mortgage Loans and (ii) either (A) such waiver is related to a default or reasonably foreseeable default and would, in the jurisdictions reasonable judgement of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan and, if such waiver is made in which connection with a refinancing of the Manufactured Homes are locatedrelated Mortgage Loan, except such refinancing is related to a default or a reasonably foreseeable default or (B) such waiver is made in connection with a refinancing of the related Mortgage Loan unrelated to a default or a reasonably foreseeable default where (x) the related Mortgagor has stated to the Servicer an intention to refinance the related Mortgage Loan and (y) the Servicer has concluded in its reasonable judgement that the waiver of such Prepayment Charge would induce such Mortgagor to refinance with the Servicer or (iii) such Prepayment Charge is unenforceable in accordance with applicable law or the collection of such related Prepayment Charge would otherwise violate applicable law. If a Prepayment Charge is waived as otherwise expressly provided permitted by meeting both of the Pooling standards described in clauses (i) and Servicing Agreement(ii)(B) above, then the Servicer is required to pay the amount of such waived Prepayment Charge (the "Servicer Prepayment Charge Payment Amount"), for the benefit of the Holders of the Class AIO-1 Certificates, by depositing such amount into the Custodial Account within 90 days of notice or discovery of such waiver meeting the standard set forth in both clauses (i) and (ii)(B) above; PROVIDEDprovided, HOWEVERhowever, that the Servicer shall not release or waive its right to collect no more than 5% of the unpaid principal balance Prepayment Charges (by number of Prepayment Charges) set forth on the Prepayment Charge Schedule in accordance with clauses (i) and (ii)(B) above. Notwithstanding any other provisions of this Agreement, any payments made by the Servicer in respect of any Contract. The Servicer shall service the Mortgage Loans waived Prepayment Charges pursuant to clauses (ai) generally in compliance with FNMA standards and (bii)(B) in a manner that is consistent with prudent residential mortgage loan above and the preceding sentence shall be deemed to be paid outside of the Trust Fund. Subject only to the above-described servicing standards generally accepted within (the residential mortgage loan servicing industry. The manner in which "Accepted Servicing Practices") and the Servicer services terms of this Agreement and of the Assets shall be consistent with respective Mortgage Loans, the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees subservicers as permitted by provided in Section 6.07 hereof3.03, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVERincluding but not limited to, that the power and authority, subject to the extent terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that the Servicer shall take no action that is prohibited inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor and the Trustee under this Agreement. Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, the Depositor and the Trustee, when the Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any applicable ruleor all of them as are necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans. Upon receipt of such documents, regulationthe Depositor and/or the Trustee shall execute such documents and deliver them to the Servicer. In addition, judicial the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer any special or limited powers of attorney agreeable to the Trustee and its counsel for each county in which a Mortgaged Property is located and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative determination duties hereunder, provided such limited powers of attorney or other order applicable documents shall be prepared by the Servicer and submitted to it from carrying out any the Trustee for review prior to execution. In accordance with the standards of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach the first paragraph of this AgreementSection 3.01, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans in order to preserve the lien on the Mortgaged Property, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 4.04, and further as provided in Section 4.02. All costs incurred by the Servicer, if any, in effecting the payments of such taxes and assessments on the Mortgaged Properties relating to the Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

The Servicer. The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally The Servicer, as independent contract servicer, shall, for the period described in compliance with FNMA standards Section 4.19, service and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within administer the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts Receivables and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees (except as permitted provided by Section 6.07 hereof5.5), to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement, HOWEVERthe terms of the Receivables and applicable law. The Servicer, that upon receipt of the consent of the Majority Noteholders (such consent not to be unreasonably withheld) may enter into Subservicing Agreements for any servicing and administration of Receivables with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement. The Servicer shall give written notice to the extent Indenture Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Receivables or enter into a Subservicing Agreement with a successor Subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Receivables in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Receivables when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Receivables involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee and Owners shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 4.1(d). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is prohibited sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of a Servicer Termination Event), the Backup Servicer or the designee of the Indenture Trustee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Indenture Trustee or the Backup Servicer elects to terminate any applicable ruleSubservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Indenture Trustee or the Backup Servicer does not terminate a Subservicing Agreement, regulationthe Backup Servicer, judicial the Indenture Trustee or administrative determination the successor servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or other order applicable obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Indenture Trustee or the Backup Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Receivables then being serviced and an accounting of amounts collected and held by it from carrying out and otherwise effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of its obligations any Receivable or duties provided for herein consent to the postponement of strict compliance with any such term or in any document contemplated manner grant indulgence to any Obligor if in the Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Owners, provided, however, that (unless the Obligor is in default with respect to the Receivable, or such default is, in the judgment of the Servicer, imminent) the Servicer may not permit any modification with respect to any Receivable that would change the Receivable Rate, forgive the payment of any principal or interest (unless in connection with the liquidation of the related Receivable) or extend, whether pursuant to one or more extensions, the final maturity date on the Receivable more than twelve months beyond the final maturity date of the Receivable as of the Cut-Off Date or Additional Cut-Off Date with respect to such Receivable. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee and the Issuer, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Receivables and with respect to the Manufactured Homes and the Mortgaged Properties. If reasonably required by the Servicer, the Indenture Trustee shall furnish the Servicer with limited powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Receivables, shall employ or cause to be employed procedures (including collection, repossession and sale, foreclosure and REO Property/Repo Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering Mortgage Loans and Contracts for its own account, and shall otherwise service and administer the Receivables in accordance with accepted servicing practices of prudent lending institutions servicing loans similar to the Receivables in the related jurisdictions and giving due consideration to the Owners' reliance on the Servicer (the "Servicing Standard"). (f) On and after such failure shall not constitute a breach time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement., and with respect to resignation pursuant to Section 5.4, after receipt by the Indenture Trustee of the Opinion of Counsel required pursuant to Section 5.4, the Backup Servicer or the Indenture

The Servicer. (a) The Servicer, either itself or through a subservicer, shall service and administer the Loans in accordance with this Servicing Agreement and Accepted Servicing Practices, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of this Servicing Agreement and with Accepted Servicing Practices. The Servicer agrees shall service and administer the Loans through the exercise of the same care that it customarily employs for its own account. Consistent with the terms of this Servicing Agreement and subject to service the Assets final sentence of this Section 3.01(a), the Servicer may waive, modify or vary any term of any Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Indenture Trustee, the Insurer or the Securityholders. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loans and with respect to the Mortgaged Properties. Notwithstanding the foregoing, the Servicer may not modify or permit any Subservicer to modify any Loan other than as contemplated by Section 3.07(a) hereof. In accordance with the standards of the preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on any Mortgaged Property (to the extent the Servicer has been notified that such taxes or assessments have not paid by the related Mortgagor or the owner or the servicer of the related first lien), which advances shall be reimbursable as provided in Section 3.03; provided, however, that the Servicer shall be required to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds, or otherwise out of the proceeds of the related Loan; and provided, further, that such payments shall be advanced within such time period required to avoid the loss of the Mortgaged Property by foreclosure of a tax or other lien. The costs incurred by the Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Securityholders, be added to the Principal Balances of the related Loans, notwithstanding that the terms of such Loans so permit. In the event that the Servicer is so notified, the Servicer shall notify the related Mortgagor at the time the Servicer receives notice that flood insurance on the related Mortgaged Property will expire. The Servicer is authorized and empowered by the Indenture Trustee, in its own name, when it believes it appropriate in its reasonable judgment to register any Loan on the MERS® System, or cause the removal from the registration of any Loan on the MERS® System, to execute and deliver, on behalf of the Indenture Trustee, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS. MERS will be named as holder of the loan solely as nominee for the Indenture Trustee and its successors and assigns. The Indenture Trustee will provide limited powers of attorney, substantially in the form of Exhibit B hereto, to the Servicer, prepared by the Servicer, to permit the Servicer to act on behalf of the Indenture Trustee under this Agreement. The Servicer hereby indemnifies the Indenture Trustee for all costs and expenses incurred by the Indenture Trustee in connection with the negligent or willful misuse of such power of attorney. The Servicer shall fully report its borrower credit files related to the Loans to Equifax Credit Information Services, Inc., TransUnion LLC and Experian in a timely manner. When required by law or it is otherwise prudent to do so, the Servicer may suspend credit reporting for any Loan. The Servicer shall be entitled to rely on any electronic boarding data provided by any prior servicer of the Loan or the originator of such Loan, and otherwise the Servicer shall not be liable for any errors in any such information. Notwithstanding the foregoing, in the event the Servicer is aware of a discrepancy between any such electronic boarding data and the terms of the related Mortgage Note, the Servicer shall rely conclusively on the terms set forth under the Mortgage Note. If the Mortgage relating to perform a Loan did not have a lien senior to the Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Loan had a lien senior to the Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided, that such refinancing conforms to the Servicer’s standard subordination underwriting guidelines which shall at all times conform with Accepted Servicing Practices and carry out the duties, responsibilities provisions of this Servicing Agreement. The relationship of the Servicer (and obligations that are of any successor to the Servicer as servicer under this Servicing Agreement) to the Issuer under this Servicing Agreement is intended by the parties to be performed that of an independent contractor and carried out not that of a joint venturer, partner or agent. (b) The Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Loans. Each Subservicer of a Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement and in Section 3.02, the related Subservicing Fee from payments of interest received on such Loan after payment of all amounts required to be remitted to the Servicer in respect of such Loan. References in this Servicing Agreement to actions taken or to be taken by the Servicer in servicing the Loans include actions taken or to be taken by a Subservicer on behalf of the Servicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Servicing Agreement and as the Servicer and the Subservicer have agreed. With the approval of the Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers will remain obligated under the Pooling Subservicing Agreements. The Servicer and the Subservicer may enter into amendments to the Subservicing Agreements; provided, however, that any such amendments shall not cause the Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Servicing Agreement. The Servicer shall service the Contracts be entitled to terminate any Subservicing Agreement in accordance with the customary terms and usual procedures conditions thereof and without any limitation by virtue of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and this Servicing Agreement; PROVIDEDprovided, HOWEVERhowever, that in the event of termination of any Subservicing Agreement by the Servicer or the Subservicer, the Servicer shall not release either act as servicer of the Loans or waive its right enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related Subservicing Agreement. Notwithstanding any Subservicing Agreement, any of the provisions of this Servicing Agreement relating to collect agreements or arrangements between the unpaid principal balance Servicer or a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and liable to the Indenture Trustee, the Insurer and the Issuer for the servicing and administering of any Contractthe Loans in accordance with the provisions of this Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Loans. The Servicer shall service be entitled to enter into any agreement with a Subservicer for indemnification of the Mortgage Servicer and nothing contained in this Servicing Agreement shall be deemed to limit or modify such indemnification. From and after the Closing Date, the Servicer agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its behalf, to personally, by telephone, by mail, or electronically by e-mail or through the internet or otherwise, solicit the borrower or obligor under any Loan to refinance the Loan, in whole or in part, without the prior written consent of the Issuer. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors to refinance any Loans and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (aincluding insurance renewal dates) generally in compliance with FNMA standards shall be transferred to the Issuer on the Closing Date and the Servicer shall take no action to undermine these rights and benefits. Notwithstanding the foregoing, it is understood and agreed that the following shall not constitute solicitation under this Section 3.01: (i) promotions undertaken by the Servicer or any affiliate of the Servicer which are directed to the general public at large, or segments thereof, provided that no segment shall consist primarily of the borrowers or obligors under the Loans, including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements, (ii) promotions undertaken by the Servicer based on the Servicer’s own independent customer databases and (biii) in responding to a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which request unsolicited by the Servicer services the Assets and initiated by a Mortgagor or obligor under any Loan relating to refinancing. This Section 3.01 shall not be consistent with the manner in which deemed to preclude the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in or any of its servicing portfolio, except affiliates from soliciting any Mortgagor for any differences specifically required by the Pooling and Servicing Agreementother financial products or services. The Servicer shall have full power use its efforts required by applicable law to prevent the sale of the name of any Mortgagor to any Person who is not an affiliate of the Servicer. In the event that the rights, duties and authority consistent with obligations of the aforementioned standardsServicer are terminated hereunder, acting alone and/or through agents and designees as permitted by Section 6.07 hereofany successor to the Servicer in its sole discretion may, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent permitted by applicable law, terminate the existing Subservicing Agreement with any Subservicer in accordance with the terms of the applicable Subservicing Agreement or assume the terminated Servicer’s rights and obligations under such subservicing arrangements, which termination or assumption will not violate the terms of such arrangements. As part of its servicing activities hereunder, the Servicer, for the benefit of the Securityholders and the Insurer, shall use reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement, to the extent that the non-performance of any such obligation would have a material adverse effect on a Loan. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer would employ in its good faith business judgment and require were it the owner of the Loans and which are normal and usual in its general mortgage servicing activities. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is prohibited by any applicable ruledirected. The Servicer shall comply with the obligations set forth in Section 11.01 of the Indenture, regulation, judicial or administrative determination or other order applicable subject to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this AgreementSection 6.03 hereof.

The Servicer. The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assigns(a) It is intended that each REMIC created hereunder shall constitute, and otherwise that the affairs of Trust shall be conducted so as to perform qualify each REMIC created hereunder as, a “real estate mortgage investment conduit” (“REMIC”) as defined in and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures REMIC Provisions. In furtherance of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are locatedsuch intentions, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer covenants and agrees that it shall not release knowingly or waive its right intentionally take any action or omit to collect take any action that would cause the unpaid principal balance termination of the REMIC status of any Contract. REMIC created hereunder. (b) The Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent administration which the Servicer is prohibited by any applicable rule, regulation, judicial may deem necessary or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (1) (x) has been designated an approved Seller-Servicer by Fxxxxxx Mac or Fxxxxx Mae for first and second mortgage loans, or (y) is an affiliate of the Servicer, or (2) is otherwise approved by the Certificate Insurer and the Class A Certificateholders aggregating 51% of the Percentage Interests thereof. The Servicer shall give notice to the Certificate Insurer and the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

The Servicer. (a) The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assignsServicer, and otherwise to perform and carry out the dutiesas independent contract servicer, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent administration which the Servicer is prohibited by any applicable rule, regulation, judicial may deem necessary or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, (ii) (x) has been designated an approved Seller-Servicer by the Federal Home Loan Mortgage Corporation (“FHLMC”) or the Federal National Mortgage Association (“FNMA”) for first and second mortgage loans or (y) is an affiliate of the Servicer or (z) is otherwise approved by the Insurer. The Servicer shall give written notice to the Insurer, and the Indenture Trustee prior to the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall be in form and substance acceptable to the Insurer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee, the Owner Trustee and Class A Noteholders and the Transferor in respect of the Transferor Interest shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(d) herein. The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Servicing Termination), the Indenture Trustee or its designee approved by the Insurer or a successor Servicer under Section 7.02(a) shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Indenture Trustee or designee approved by the Insurer or any successor Servicer elects to terminate any Subservicing Agreement in accordance with the terms of such Subservicing Agreement. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Insurer, the Indenture Trustee or any successor Servicer in the event that the Servicer shall, for any reason, no longer be the Servicer (including termination due to an Event of Servicing Termination). In no event shall any Subservicing Agreement require the Insurer or the Indenture Trustee as Successor Servicer to pay compensation to a Subservicer or order the termination of such Subservicer. Any fee payable or expense incurred in connection with such a termination will be payable by the outgoing Servicer. If the Indenture Trustee does not terminate a Subservicing Agreement, the Indenture Trustee, its designee or a successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Class A Noteholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trust and each Class A Noteholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer and requested in writing, the Trust and/or the Indenture Trustee shall furnish the Servicer and, if directed by the Servicer, any Subservicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer and any such Subservicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Insurer’s, the Class A Noteholders’ and the Trust’s reliance on the Servicer. (f) On and after such time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 6.04 herein, after receipt by the Indenture Trustee and the Insurer of the Opinion of Counsel required pursuant to Section 6.04, the Indenture Trustee, if it so elects, and with the consent of the Insurer, shall assume all of the rights and obligations of the Servicer, subject to Section 7.02 herein. The Servicer shall, upon request of the Indenture Trustee, but at the expense of the Servicer, deliver to the Indenture Trustee, all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. (g) The Servicer shall deliver a list of Servicing Officers to the Indenture Trustee and the Insurer on or before the Closing Date and shall revise such list from time to time, as appropriate, and shall deliver all revisions promptly to the Indenture Trustee and the Insurer. (h) Consistent with the terms of this Agreement, the Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Trust, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. At the request of a Servicing Officer, the Trust shall furnish the Servicer with any powers of attorney and other documents appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Consistent with the terms of this Agreement, the Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided, (i) the Combined Loan-to-Value Ratio of the related Mortgage Loan immediately following the modification is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the date such Mortgage Loan was originated; or (ii) in the case of any such action that would result in an increase in the Combined Loan-to-Value Ratio over the Combined Loan-to-Value Ratio as of the date such Mortgage Loan was originated, the aggregate number of Mortgage Loans with respect to which a new senior lien is consented to by the Servicer does not exceed [___]% of the number of Mortgage Loans as of the Cut-Off Date and

The Servicer. The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. (a) The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts terms of this Agreement and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling with general industry practice and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or or through agents and designees as permitted by Section 6.07 hereofa subservicer, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which it may deem necessary or desirable, HOWEVERit being understood, however, that the Servicer shall at all times remain responsible to the extent Trustee, the Certificateholders, the holder of the Transferor Interest and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is prohibited hereby authorized and empowered by any applicable rulethe Trustee, regulationto execute and deliver, judicial on behalf of itself, the Certificateholders and the Trustee, or administrative determination or other order applicable to it from carrying out any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, upon the written request of a Servicing Officer, furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its obligations or servicing and administrative duties hereunder. (b) The Servicer in such capacity may consent to the placing of a lien senior to that of any Mortgage on the related Mortgaged Property, provided for herein or in any document contemplated hereinthat (i) such Mortgage became a first lien mortgage after the related Mortgage Loan was conveyed to the Trust and, immediately following the placement of such senior lien, such failure shall Mortgage is a second lien mortgage and the outstanding principal amount of the mortgage loan secured by such senior lien is no greater than the outstanding principal amount of the senior mortgage loan secured by the Mortgaged Property as of the date the related Mortgage Loan was originated; or (ii) the Mortgage relating to such Mortgage Loan was in a second lien position as of the Cut-Off Date and the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and the outstanding principal amount of the replacement first mortgage loan immediately following such refinancing is not constitute greater than the outstanding principal amount of such existing first mortgage loan at the date of origination of such Mortgage Loan; and provided, further, that such senior mortgage does not secure a breach of this Agreementnote that provides for negative amortization.

The Servicer. (a) The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assignsServicer, and otherwise to perform and carry out the dutiesas independent contract servicer, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administrationadministration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (1) (x) has been designated an approved Seller-Servicer by Freddie Mac or Fannie Mae for firsx xxx xecond moxxxxxx loans, or (y) is an affiliate of the Servicer, or (2) is otherwise approved by the Note Insurer and the Class A Noteholders aggregating 51% of the Percentage Interests thereof. The Servicer shall give notice to the Note Insurer and the Indenture Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee and Noteholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(d). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of a Servicer Event of Default), the Indenture Trustee or its designee approved by the Note Insurer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Indenture Trustee or designee approved by the Note Insurer elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Indenture Trustee does not terminate a Subservicing Agreement, the Indenture Trustee, its designee or the successor servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer at its expense and without right of reimbursement therefor, shall, upon request of the Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Noteholders and the Note Insurer; PROVIDED, HOWEVER, that (unless (x) the Mortgagor is in default with respect to the extent Mortgage Loan, or such default is, in the Servicer is prohibited by judgment of the Servicer, imminent, and (y) with respect to any applicable rulemodification lowering the Loan Rate or effecting the forgiveness of any amount owed under the Mortgage Note, regulationor extending the final maturity date on such Mortgage Loan, judicial or administrative determination or other order applicable the Note Insurer has consented to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.such

The Servicer. (a) It is intended that the Trust formed hereunder shall constitute, and that the affairs of the Trust shall be conducted so as to qualify each REMIC as, a “real estate mortgage investment conduit” (“REMIC”) as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC. (b) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) meets the requirements of clause (2) of the definition of an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the Assets related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Successor Servicer or its designee approved by the Trustee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Trustee elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, of partial or full release, or of discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders’ reliance on the Servicer. (g) Within ninety (90) days after such time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee of the Opinion of Counsel required pursuant to Section 7.04, the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 8.02; provided that if the Servicer is removed pursuant to Section 8.02, the Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall, upon request of the Successor Servicer but at the expense of the Servicer, deliver to the Successor Servicer all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party who shall be entitled to reimbursement by the Servicer (or, to the extent not paid by the Servicer, by the Trust pursuant to Section 5.01(a)(21)) for Servicing Transfer Costs. (h) The Servicer shall deliver a list of Servicing Officers to the Trustee on or before the Closing Date. (i) Consistent with the terms of this Agreement, the Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided that such senior lien secures a mortgage loan that refinances a First Lien and the combined loan-to-value ratio of the related Mortgage Loan immediately following the refinancing (based on the outstanding principal balance of the Mortgage Loan and the original principal balance of such refinanced mortgage loan) is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the related Cut-Off Date. (j) The Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Subservicer, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.

The Servicer. The Servicer agrees to service (a) It is intended that the Assets for Trust formed hereunder shall constitute, and on behalf that the affairs of the Trustee Trust shall be conducted so as to qualify the Master REMIC and its successors the Subsidiary REMICs as, a "real estate mortgage investment conduit" ("REMIC") as defined in and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures REMIC Provisions. In furtherance of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are locatedsuch intentions, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer covenants and agrees that it shall not release knowingly or waive its right intentionally take any action or omit to collect take any action that would cause the unpaid principal balance termination of the status of either of the Master REMIC or any Contract. Subsidiary REMIC as REMICs. (b) The Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) (x) has been designated an approved Seller-Servicer by FHLMC or FNMA for first and second mortgage loans or (y) is an Affiliate of the Servicer or (z) is otherwise approved by the Certificate Insurer. The Servicer shall give written notice to the extent Certificate Insurer and the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is prohibited sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Trustee or its designee approved by the Certificate Insurer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Trustee or designee approved by the Certificate Insurer elects to terminate any applicable ruleSubservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Trustee does not terminate a Subservicing Agreement, regulationthe Trustee, judicial its designee or administrative determination the successor servicer for the Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or other order applicable obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it from carrying out and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of its obligations any Mortgage Loan or duties provided for herein consent to the postponement of strict compliance with any such term or in any document contemplated manner grant indulgence to any Mortgagor if in the Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders and the Certificate Insurer, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent, and (y) with respect to any modification lowering the Loan Rate or effecting the forgiveness of any amount owed under the Mortgage Note, or extending the final maturity date on such Mortgage Loan, the Certificate Insurer has consented to such modification and (z) such waiver, modification, postponement or indulgence would not cause the Master REMIC or any Subsidiary REMIC to be disqualified or otherwise cause a tax to be imposed on either the Master REMIC or a Subsidiary REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with limited powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificate Insurer's and the Certificateholders' reliance on the Servicer. (g) On and after such failure shall not constitute a breach time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee and the Certificate Insurer of the Opinion of Counsel required pursuant to Section 7.04, the Trustee or its designee approved by the Certificate Insurer shall assume all of the rights and obligations of the Servicer, subject to Section 8.

The Servicer. (a) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to service enable it to perform its obligations under such Subservicing Agreement and (ii) meets the Assets for and on behalf requirements of clause (2) of the Trustee definition of an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Master Servicer of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and its successors and assigns, and otherwise to perform and carry out not violate the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing provisions of this Agreement. The Servicer shall service the Contracts be entitled to terminate any Subservicing Agreement in accordance with the customary terms and usual procedures conditions of responsible financial institutions such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that service manufactured housing retail installment sales contracts may be entered into and installment loan agreements any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee, the Master Servicer, the Securities Administrator and Noteholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(d). The Servicer shall be solely liable for manufactured housing units located all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of a Servicer Event of Default), the Successor Servicer or its designee approved by the Master Servicer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Master Servicer elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the jurisdictions in which Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the Manufactured Homes are locatedinterests of the Noteholders, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that (unless the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of payments to Noteholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall not release continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee and each Noteholder, all instruments of satisfaction or waive its right cancellation, of partial or full release, or of discharge and all other comparable instruments with respect to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance and with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within respect to the residential mortgage loan servicing industryMortgaged Properties. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically If reasonably required by the Pooling Servicer, the Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Noteholders' reliance on the Servicer. (f) Within ninety (90) days after such time as each of the Indenture Trustee, the Master Servicer and the Securities Administrator receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 5.04, after receipt by the Indenture Trustee and the Securities Administrator of the Opinion of Counsel required pursuant to Section 5.04, the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 6.02; PROVIDED that if the Servicer is removed pursuant to Section 6.02, the Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall, upon request of the Successor Servicer but at the expense of the Servicer, deliver to the Successor Servicer all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party who shall have full power and authority consistent with be entitled to reimbursement by the aforementioned standardsServicer (or, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent not paid by the Servicer is prohibited Servicer, by any applicable rule, regulation, judicial or administrative determination or other order applicable the Trust prior to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.payments to Noteholders)

The Servicer. (a) The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assignsServicer, and otherwise to perform and carry out the dutiesas independent contract servicer, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service and administer the Contracts Mortgage Loans in accordance with the customary Accepted Servicing Practices and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent administration which the Servicer is prohibited by any applicable rule, regulation, judicial may deem necessary or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, (ii) (x) has been designated an approved Seller-Servicer by Fxxxxxx Mac or Fxxxxx Mae for first and second mortgage loans or (y) is an affiliate of the Servicer or (z) is otherwise approved by the Insurer. The Servicer shall give written notice to the Insurer and the Indenture Trustee prior to the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall be in form and substance acceptable to the Insurer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Depositor, the Owner Trustee, the Indenture Trustee, the Class A Noteholders, the Certificateholders and the Transferor in respect of the Transferor Interest shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(d) herein. The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Servicing Termination), the Indenture Trustee or its designee approved by the Insurer or a successor Servicer under Section 7.02(a) shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Indenture Trustee or designee approved by the Insurer or any successor Servicer elects to terminate any Subservicing Agreement (except with respect to Subservicing Agreements that only allow for termination of the related Subservicer for cause or require a termination fee for termination without cause) in accordance with the terms of such Subservicing Agreement. The Indenture Trustee shall not be responsible for any termination fees under any Subservicing Agreement. In no event shall any Subservicing Agreement require the Insurer or the Indenture Trustee as Successor Servicer to pay compensation to a Subservicer or order the termination of such Subservicer. Any fee payable or expense incurred in connection with such a termination will be payable by the outgoing Servicer. If the Indenture Trustee does not terminate a Subservicing Agreement, the Indenture Trustee, its designee or a successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of payments to the Class A Noteholders and distributions to the Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trust, each Class A Noteholder and each holder of the Transferor Interest, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer and requested in writing, the Indenture Trustee shall furnish the Servicer and, if directed by a Servicing Officer, any Subservicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer and any such Subservicer to carry out its servicing and administrative duties under this Agreement. (f) On and after such time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 6.04 herein, after receipt by the Indenture Trustee and the Insurer of the Opinion of Counsel required pursuant to Section 6.04, the Indenture Trustee, if it so elects, and with the consent of the Insurer, shall assume all of the rights and obligations of the Servicer, subject to Section 7.02

The Servicer. The Servicer agrees to service (a) It is intended that the Assets for Trust formed hereunder shall constitute, and on behalf that the affairs of the Trustee Trust shall be conducted so as to qualify each REMIC as, a "real estate mortgage investment conduit" ("REMIC") as defined in and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures REMIC Provisions. In furtherance of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are locatedsuch intentions, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer covenants and agrees that it shall not release knowingly or waive its right intentionally take any action or omit to collect take any action that would cause the unpaid principal balance termination of the REMIC status of any Contract. REMIC. (b) The Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) (x) has been designated an approved Seller-Servicer by Xxxxxxx Mac or Xxxxxx Mae for first and second mortgage loans and is satisfactory to the extent Certificate Insurer, (y) is an affiliate of the Servicer or (z) is prohibited by otherwise acceptable to the Certificate Insurer. The Servicer shall give notice to the Trustee of the appointment of any applicable rule, regulation, judicial Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or administrative determination enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or other order applicable to it from carrying out any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Trustee or its designee approved by the Certificate Insurer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Trustee or duties provided designee approved by the Certificate Insurer elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Trustee does not terminate the Subservicing Agreements, the Trustee, its designee or the successor servicer for herein the Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any document contemplated manner grant indulgence to any Mortgagor if in the Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders or the Certificate Insurer, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent, (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC and (z) the Certificate Insurer has consented to such modification) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders' and the Certificate Insurer's reliance on the Servicer. (g) On and after such failure shall not constitute a breach time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee and the Certificate Insurer of the Opinion of Counsel required pursuant to Section 7.04, the Trustee shall assume all of the rights and obligations of the Servicer, subject to Section 8.

The Servicer. (a) It is intended that the Trust formed hereunder shall constitute, and that the affairs of the Trust shall be conducted so as to qualify each REMIC as, a “real estate mortgage investment conduit” (“REMIC”) as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC. (b) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) meets the requirements of clause (2) of the definition of an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Trustee and the Certificate Insurer of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the Assets related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Successor Servicer or its designee approved by the Trustee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Trustee elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, of partial or full release, or of discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders’ reliance on the Servicer. (g) Within ninety (90) days after such time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee of the Opinion of Counsel required pursuant to Section 7.04, the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 8.02; provided that if the Servicer is removed pursuant to Section 8.02, the Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall, upon request of the Successor Servicer but at the expense of the Servicer, deliver to the Successor Servicer all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party who shall be entitled to reimbursement by the Servicer (or, to the extent not paid by the Servicer, by the Trust prior to distributions to Certificateholders for Servicing Transfer Costs). (h) The Servicer shall deliver a list of Servicing Officers to the Trustee on or before the Closing Date. (i) Consistent with the terms of this Agreement, the Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided that such senior lien secures a mortgage loan that refinances a First Lien and the combined loan-to-value ratio of the related Mortgage Loan immediately following the refinancing (based on the outstanding principal balance of the Mortgage Loan and the original principal balance of such refinanced mortgage loan) is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the related Cut-Off Date. (j) The Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Subservicer, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.

The Servicer. (a) The Servicer agrees shall, or shall cause the Subservicers to, service and administer the Home Equity Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through the Subservicers, to service do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Assets Servicer shall at all times remain responsible to the Trustee and the Certificateholders for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by the related Subservicer in respect of a Home Equity Loan shall be deemed to have been received by the Servicer whether or not actually received by it. The Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created under this Agreement to fail to qualify as a REMIC or result in the imposition of any tax under section 860F(a) or section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Trustee on behalf of the Trustee Trust, (i) in its own name or in the name of any Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the MERS® System, or cause the removal from the registration of any Home Equity Loan on the MERS® System, to execute and deliver, on behalf of the Trust, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust and its successors and assigns, and otherwise (ii) to perform execute and deliver, on behalf of itself, the Certificateholders and the Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Home Equity Loans and with respect to the Mortgaged Properties. Upon the written request of the Servicer, the Depositor and the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out the duties, responsibilities its servicing and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreementadministrative duties hereunder. The Servicer shall service in such capacity may also consent to the Contracts placing of a proposed lien senior to that of the Mortgage on the related Mortgaged Property, provided that such proposed lien is not secured by a note providing for negative amortization and: (i) the Mortgage relating to the Home Equity Loan was in accordance with a first lien position immediately prior to the customary placement of the proposed senior lien, and usual procedures (ii) the ratio of responsible financial institutions that service manufactured housing retail installment sales contracts (a) the sum of the Principal Balance of the Home Equity Loan and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and mortgage loan to be secured by the proposed senior lien to (b) the Appraised Value of the Mortgaged Property at the time the Home Equity Loan was originated is not greater than (1) with respect to Home Equity Loans with an original LTV of 85% or less, 85%, (2) with respect to Home Equity Loans with an original LTV in a manner that is consistent excess of 85% and not greater than 95%, 95% and (3) with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner respect to Home Equity Loans with an original LTV in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts excess of 95% and residential mortgage loans in its servicing portfolionot greater than 110%, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration110%; PROVIDED, HOWEVER, that to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.or

The Servicer. The Servicer agrees to service (a) It is intended that the Assets for Trust formed ------------ hereunder shall constitute, and on behalf that the affairs of the Trustee Trust shall be conducted so as to qualify it as, a "real estate mortgage investment conduit" ("REMIC") as defined in and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary REMIC Provisions. In furtherance of such intentions, the Servicer covenants and usual procedures agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which REMIC status of the Manufactured Homes are locatedTrust, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and Article X. (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within The Servicer, as independent contract servicer, shall service and administer the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts Home Equity Loans and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Home Equity Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (1) (x) has been designated an approved Seller and Servicer by FHLMC or FNMA, HOWEVERor (y) is an affiliate of the Servicer, that or (2) is otherwise approved by the Certificate Insurer and the Class A Certificateholders aggregating 51% of the Percentage Interests thereof. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Home Equity Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. Notwithstanding the foregoing, (i) each Subservicer must be consented to by the Certificate Administrator (which consent shall not be unreasonably withheld) and (ii) without the consent of the Certificate Administrator, the Servicer may not engage more than two Subservicers at any one time. (c) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Home Equity Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Home Equity Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Home Equity Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is prohibited sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Trustee or its designee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Trustee or designee elects to terminate any applicable ruleSubservicing Agreement. If the Trustee does not terminate a Subservicing Agreement, regulationthe Trustee, judicial its designee or administrative determination the successor servicer for the Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or other order applicable obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer at its expense and without right of reimbursement therefor, shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Equity Loans then being serviced and an accounting of amounts collected and held by it from carrying out and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of its obligations any Home Equity Loan or duties provided for herein consent to the postponement of strict compliance with any such term or in any document contemplated manner grant indulgence to any Mortgagor if in the Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificate Insurer or the Certificateholders, provided, however, that the Servicer may not, without the consent of the Certificate Insurer, permit any modification with respect to any Home Equity Loan that would change the Mortgage Rate or the Gross Margin, defer or forgive the payment of any principal or interest or extend the final maturity date on the Home Equity Loan. Notwithstanding the foregoing, the Servicer may, if (x) the Mortgagor is in default with respect to the Home Equity Loan, or such default is, in the judgment of the Servicer, imminent, and (y) such modification would not cause the REMIC to be disqualified or otherwise cause a tax to be imposed on the REMIC, modify the Home Equity Loan to capitalize outstanding Advances and/or Other Advances (each, a "Capitalized Advance ") on a Home Equity Loan and reamortize the sum of the Stated Principal Balance of such Home Equity Loan and the related Capitalized Advance over the remaining term to maturity of such Home Equity Loan; provided that, without the consent of the Certificate Insurer, which consent shall not be unreasonably withheld, Home Equity Loans with Stated Principal Balances in the aggregate of no more than 3.0% of the Cut-Off Date Pool Stated Principal Balance shall be modified by the Servicer in such manner. No costs incurred by the Servicer or any Subservicer in respect of Other Advances shall for the purposes of distributions to Certificateholders be added to the amount owing under the related Home Equity Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee, the Certificate Insurer and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Home Equity Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Home Equity Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering Home Equity Loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions and giving due consideration to the Certificate Insurer, and the Certificateholders' reliance on the Servicer. (g) On and after such failure shall not constitute a breach time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee of the Opinion of Counsel required pursuant to Section 7.04, the Trustee or its designee shall assume all of the rights and obligations of the Servicer, subject to Section 8.02 hereof. The Servicer shall, upon request of the Trustee but at the expense of the Servicer, deliver to the Trustee all documents and records relating to the Home Equity Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. (h) The Servicer shall deliver a list of Servicing Officers to the Trustee by the Closing Date.

The Servicer. The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally The Servicer, as independent contract servicer, shall, for the period described in compliance with FNMA standards Section 4.19, service and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within administer the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts Receivables and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees (except as permitted provided by Section 6.07 hereof5.5), to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement, HOWEVERthe terms of the Receivables and applicable law. The Servicer, that upon receipt of the consent of the Majority Noteholders (such consent not to be unreasonably withheld) may enter into Subservicing Agreements for any servicing and administration of Receivables with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement. The Servicer shall give written notice to the extent Indenture Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Receivables or enter into a Subservicing Agreement with a successor Subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Receivables in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Receivables when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Receivables involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee and Owners shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 4.1(d). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is prohibited sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of a Servicer Termination Event), the Backup Servicer or the designee of the Indenture Trustee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Indenture Trustee or the Backup Servicer elects to terminate any applicable ruleSubservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Indenture Trustee or the Backup Servicer does not terminate a Subservicing Agreement, regulationthe Backup Servicer, judicial the Indenture Trustee or administrative determination the successor servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or other order applicable obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Indenture Trustee or the Backup Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Receivables then being serviced and an accounting of amounts collected and held by it from carrying out and otherwise effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of its obligations any Receivable or duties provided for herein consent to the postponement of strict compliance with any such term or in any document contemplated manner grant indulgence to any Obligor if in the Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Owners, provided, however, that (unless the Obligor is in default with respect to the Receivable, or such default is, in the judgment of the Servicer, imminent) the Servicer may not permit any modification with respect to any Receivable that would change the Receivable Rate, forgive the payment of any principal or interest (unless in connection with the liquidation of the related Receivable) or extend, whether pursuant to one or more extensions, the final maturity date on the Receivable more than twelve months beyond the final maturity date of the Receivable as of the Cut-Off Date or Additional Cut-Off Date with respect to such Receivable. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee and the Issuer, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Receivables and with respect to the Manufactured Homes and the Mortgaged Properties. If reasonably required by the Servicer, the Indenture Trustee shall furnish the Servicer with limited powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Receivables, shall employ or cause to be employed procedures (including collection, repossession and sale, foreclosure and REO Property/Repo Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering Mortgage Loans and Contracts for its own account, and shall otherwise service and administer the Receivables in accordance with accepted servicing practices of prudent lending institutions servicing loans similar to the Receivables in the related jurisdictions and giving due consideration to the Owners' reliance on the Servicer (the "Servicing Standard"). (f) On and after such failure shall not constitute a breach time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 5.4, after receipt by the Indenture Trustee of the Opinion of Counsel required pursuant to Section 5.4, the Backup Servicer or the Indenture Trustee's designee shall assume all of the rights and obligations of the Servicer, subject to Section 6.

The Servicer. The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. (a) The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts terms of this Agreement and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling with general industry practice and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or or through agents and designees as permitted by Section 6.07 hereofa subservicer, to do any and all things it may deem necessary or desirable in connection with such servicing and administrationadministration that it may deem necessary or desirable; PROVIDEDit being understood, HOWEVERhowever, that the Servicer shall at all times remain responsible to the Trustee, the Certificateholders, the holder of the Transferor Interest and the Credit Enhancer for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by any subservicer in respect of a Mortgage Loan shall be deemed to have been received by the Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Certificateholders and the Trustee, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall, upon the written request of a Servicing Officer, furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (b) The Servicer in such capacity may consent to the placing of a lien senior to that of any Mortgage on the related Mortgaged Property, provided that (i) such Mortgage became a first lien mortgage after the related Mortgage Loan was conveyed to the Trust and, immediately following the placement of such senior lien, such Mortgage is a second lien mortgage and the outstanding principal amount of the mortgage loan secured by such senior lien is no greater than the outstanding principal amount of the senior mortgage loan secured by the Mortgaged Property as of the date the related Mortgage Loan was originated; or (ii) the Mortgage relating to such Mortgage Loan was in a second lien position as of the Cut-Off Date and the new senior lien secures a mortgage loan that refinances an existing first mortgage loan and the outstanding principal amount of the replacement first mortgage loan immediately following such refinancing does not increase the new Combined Loan-to-Value Ratio to (a) greater than 80% if the original Combined Loan-to-Value Ratio was less than or equal to 75% or (b) a Combined Loan-to-Value Ratio 5% or more higher than the original Combined Loan-to-Value Ratio, if the original Combined Loan-to-Value Ratio was greater than 75%; provided, however, that in no event shall the Combined Loan-to-Value of any Mortgage Loan exceed 100%. The Servicer also may: (i) increase the Credit Limits on Mortgage Loans without prior approval from the Rating Agencies or the Credit Enhancer, provided that (i) based upon a new valuation (if required), the Combined Loan-to-Value Ratio of each such Mortgage Loan after giving effect to such increase is no greater than 100%, (ii) such increases are consistent with the Servicer's underwriting policies and (iii) the weighted average Combined Loan-to-Value Ratio of all outstanding Mortgage Loans (including such modified Mortgage Loans) does not exceed 83.29% as of the last day of any Collection Period; (ii) solicit or accept requests from Mortgagors for a reduction in Loan Rates without prior approval from the Rating Agencies and the Credit Enhancer, provided that the aggregate of such reductions shall not cause the difference between the Cut-Off Date Weighted Average Gross Margin and the Recalculated Weighted Average Gross Margin to exceed 0.50%; (iii) permit Mortgagors representing up to 50% of the Pool Balance to forego certain monthly payments under the "Skip-a-Pay Program," without prior approval from the Rating Agencies and the Credit Enhancer, on each occasion on which the "Skip-a-Pay Program" is offered, provided that such option is not offered more than twice each year and no Mortgagor foregoes a monthly payment under the "Skip-a-Pay Program" more than ten times during the related Mortgage term; or (iv) extend the Draw term of any Mortgage Loan, provided that any such extension shall not cause the final maturity date of such Mortgage Loan to extend beyond June 30, 2020. Upon the prior written consent of each of the Rating Agencies and the Credit Enhancer, each of the percentages contained in this Section 3.01(b) may be modified. In addition, the Servicer may agree to changes in the terms of a Mortgage Loan at the request of the Mortgagor, or may solicit Mortgagors to change the terms of Mortgage Loans, provided that such changes (i) do not materially and adversely affect the interests of Certificateholders or the Credit Enhancer and (ii) are consistent with prudent and customary business practice as evidenced by a Certificate signed by a Servicing Officer delivered to the Trustee and the Credit Enhancer. Nothing herein shall limit the right of the Servicer to solicit Mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (c) If the rights, duties and obligations of the Servicer are terminated hereunder, any successor to the Servicer in its sole discretion may, to the extent permitted by applicable law, terminate the Servicer is prohibited by existing subservicer arrangements with any applicable rulesubservicer or assume the terminated Servicer's rights under such subservicing arrangements, regulation, judicial which termination or administrative determination or other order applicable to it from carrying out any assumption will not violate the terms of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreementarrangements.

The Servicer. (a) It is intended that the Trust formed hereunder shall constitute, and that the affairs of the Trust shall be conducted so as to qualify each REMIC as, a “real estate mortgage investment conduit” (“REMIC”) as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC. (b) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) is an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Trustee and the Certificate Insurer of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the Assets related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Successor Servicer or its designee approved by the Trustee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Trustee elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its successors servicing and assignsadministrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders’ reliance on the Servicer. (g) Within ninety (90) days after such time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and otherwise with respect to perform and carry out resignation pursuant to Section 7.04, after receipt by the dutiesTrustee of the Opinion of Counsel required pursuant to Section 7.04, responsibilities the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 8.02; provided that are to be performed and carried out by if the Servicer under is removed pursuant to Section 8.02, the Pooling Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall service shall, upon request of the Contracts in accordance with Successor Servicer but at the customary expense of the Servicer, deliver to the Successor Servicer all documents and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right records relating to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which an accounting of amounts collected and held by the Servicer services and otherwise use its best efforts to effect the Assets orderly and efficient transfer of servicing rights and obligations to the assuming party who shall be consistent with the manner in which entitled to reimbursement by the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio(or, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent not paid by the Servicer is prohibited Servicer, by any applicable rule, regulation, judicial or administrative determination or other order applicable the Trust pursuant to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.Section 5.01(a)(16))

The Servicer. (a) The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assignsServicer, and otherwise to perform and carry out the dutiesas independent contract servicer, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, HOWEVER, that (ii) (x) has been designated an approved Seller-Servicer by the Federal Home Loan Mortgage Corporation ("FHLMC") or the Federal National Mortgage Association ("FNMA") for first and second mortgage loans or (y) is an affiliate of the Servicer or (z) is otherwise approved by the Insurer. The Servicer shall give written notice to the extent Insurer, and the Indenture Trustee prior to the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall be in form and substance acceptable to the Insurer and the Indenture Trustee. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee, the Owner Trustee and Class A Noteholders and the Transferor in respect of the Ownership Interest shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(d) herein. The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is prohibited sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Servicing Termination), the Indenture Trustee or its designee approved by the Insurer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Indenture Trustee or designee approved by the Insurer elects to terminate any applicable ruleSubservicing Agreement in accordance with the terms of such Subservicing Agreement. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Insurer or the Indenture Trustee in the event that the Servicer shall, regulationfor any reason, judicial no longer be the Servicer (including termination due to an Event of Servicing Termination). In no event shall any Subservicing Agreement require the Insurer or administrative determination the Indenture Trustee as Successor Servicer to pay compensation to a Subservicer or other order applicable the termination of such Subservicer. Any fee payable or expense incurred in connection with such a termination will be payable by the outgoing Servicer. If the Indenture Trustee does not terminate a Subservicing Agreement, the Indenture Trustee, its designee or the successor servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it from carrying out and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of its obligations any Mortgage Loan or duties provided for herein consent to the postponement of strict compliance with any such term or in any document contemplated manner grant indulgence to any Mortgagor if in the Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Class A Noteholders, the Transferor in respect of the Ownership Interest and the Insurer. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Class A Noteholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee and each Class A Noteholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer and requested in writing, the Indenture Trustee shall furnish the Servicer and, if directed by the Servicer, any Subservicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer and any such Subservicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Insurer's and the Trust's reliance on the Servicer. (f) On and after such failure shall not constitute a breach time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement., and with respect to resignation pursuant to Section 6.04 herein, after receipt by the Indenture Trustee and the Insurer of the Opinion of Counsel required pursuant to Section 6.04, the Indenture Trustee, if it so elects, and with the consent of the Insurer, shall assume all of the rights and obligations of the Servicer, subject to Section 7.02

The Servicer. (a) The Servicer, either itself or through a subservicer, shall service and administer the Loans in accordance with this Servicing Agreement and Accepted Servicing Practices, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of this Servicing Agreement and with Accepted Servicing Practices. The Servicer agrees shall service and administer the Loans through the exercise of the same care that it customarily employs for its own account. Consistent with the terms of this Servicing Agreement, the Servicer may waive, modify or vary any term of any Loan or consent to service the Assets for postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Indenture Trustee or the Securityholders. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loans and with respect to the Mortgaged Properties. Notwithstanding the foregoing, the Servicer may not modify or permit any Subservicer to modify any Group 2 Loan (including without limitation any modification that would change the Mortgage Interest Rate, forgive the payment of any principal or interest (unless in connection with the liquidation of the related Loan) or extend the final maturity date of such Loan) unless such Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable. The Servicer is authorized and empowered by the Indenture Trustee, in its own name, when the Servicer believes it appropriate in its reasonable judgment to register any Loan on the MERS® System, or cause the removal from the registration of any Loan on the MERS® System, to execute and deliver, on behalf of the Indenture Trustee, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS. MERS will be named as holder of the loan solely as nominee for the Indenture Trustee and its successors and assigns. Unless a different time period is stated in this Servicing Agreement, the Indenture Trustee shall be deemed to have given consent in connection with a matter under this Servicing Agreement if the Indenture Trustee does not affirmatively grant or deny consent within five (5) Business Days from the date the Indenture Trustee receives a second written request for consent for such matter from the Servicer. The Servicer shall fully report, to the extent of standard Fidelity reporting capabilities, its borrower credit files related to the Loans to Equifax Credit Information Services, Inc., TransUnion LLC and Experian in a timely manner. When required by law or it is otherwise prudent to perform do so, the Servicer may suspend credit reporting for any Loan. If the Mortgage relating to a Loan did not have a lien senior to the Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Loan had a lien senior to the Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided, that such refinancing conforms to the Servicer’s standard subordination underwriting guidelines which shall at all times conform with Accepted Servicing Practices and carry out the duties, responsibilities provisions of this Servicing Agreement. The relationship of the Servicer (and obligations that are of any successor to the Servicer as servicer under this Servicing Agreement) to the Issuer under this Servicing Agreement is intended by the parties to be performed that of an independent contractor and carried out not that of a joint venturer, partner or agent. (b) The Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Loans. Each Subservicer of a Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement and in Section 3.02, the related Subservicing Fee from payments of interest received on such Loan after payment of all amounts required to be remitted to the Servicer in respect of such Loan. References in this Servicing Agreement to actions taken or to be taken by the Servicer in servicing the Loans include actions taken or to be taken by a Subservicer on behalf of the Servicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Servicing Agreement and as the Servicer and the Subservicer have agreed. With the approval of the Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers will remain obligated under the Pooling related Subservicing Agreements. The Servicer and the Subservicer may enter into amendments to the related Subservicing Agreements; provided, however, that any such amendments shall not cause the Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Servicing Agreement. The Servicer shall service the Contracts be entitled to terminate any Subservicing Agreement in accordance with the customary terms and usual procedures conditions thereof and without any limitation by virtue of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and this Servicing Agreement; PROVIDEDprovided, HOWEVERhowever, that in the event of termination of any Subservicing Agreement by the Servicer or the Subservicer, the Servicer shall not release either act as servicer of the related Loan or waive its right enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related Subservicing Agreement. Notwithstanding any Subservicing Agreement, any of the provisions of this Servicing Agreement relating to collect agreements or arrangements between the unpaid principal balance Servicer or a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and liable to the Indenture Trustee and the Issuer for the servicing and administering of any Contractthe Loans in accordance with the provisions of this Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Loans. The Servicer shall service the Mortgage Loans (a) generally in compliance be entitled to enter into any agreement with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which Subservicer for indemnification of the Servicer services the Assets and nothing contained in this Servicing Agreement shall be consistent with deemed to limit or modify such indemnification. From and after the manner in which Closing Date, the Servicer services agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on the Servicer’s behalf, to personally, by telephone, by mail, or electronically by e-mail or through the internet or otherwise, solicit the borrower or obligor under any Loan to refinance the Loan, in whole or in part, without the prior written consent of the Issuer. It is understood and agreed that all manufactured housing retail installment sales contracts rights and residential mortgage loans benefits relating to the solicitation of any Mortgagors to refinance any Loans and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Issuer on the Closing Date and the Servicer shall take no action to undermine these rights and benefits. Notwithstanding the foregoing, it is understood and agreed that promotions undertaken by the Servicer or any affiliate of the Servicer which are directed to the general public at large, or segments thereof, provided that no segment shall consist primarily of the borrowers or obligors under the Loans, including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements shall not constitute solicitation under this Section 3.01. This Section 3.01 shall not be deemed to preclude the Servicer or any of its servicing portfolio, except affiliates from soliciting any Mortgagor for any differences specifically required by the Pooling and Servicing Agreementother financial products or services. The Servicer shall have full power use its best efforts to prevent the sale of the name of any Mortgagor to any Person who is not an affiliate of the Servicer. In the event that the rights, duties and authority consistent with obligations of the aforementioned standardsServicer are terminated hereunder, acting alone and/or through agents and designees as permitted by Section 6.07 hereofany successor to the Servicer in its sole discretion may, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent permitted by applicable law, terminate the existing Subservicing Agreement with any Subservicer in accordance with the terms of the applicable Subservicing Agreement or assume the terminated Servicer’s rights and obligations under such subservicing arrangements which termination or assumption will not violate the terms of such arrangements. As part of its servicing activities hereunder, the Servicer, for the benefit of the Securityholders, shall use reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement, to the extent that the non-performance of any such obligation would have a material adverse effect on a Loan. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer would employ in its good faith business judgment and require were it the owner of the related Loans and which are normal and usual in its general mortgage servicing activities. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreementdirected.

The Servicer. The Servicer agrees to service (a) It is intended that the Assets for Trust formed hereunder shall constitute, and on behalf that the affairs of the Trustee Trust shall be conducted so as to qualify each REMIC as, a "real estate mortgage investment conduit" ("REMIC") as defined in and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures REMIC Provisions. In furtherance of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are locatedsuch intentions, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer covenants and agrees that it shall not release knowingly or waive its right intentionally take any action or omit to collect take any action that would cause the unpaid principal balance termination of any Contract. the REMIC status of either REMIC. (b) The Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent administration which the Servicer is prohibited by any applicable rule, regulation, judicial may deem necessary or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) (x) has been designated an approved Seller-Servicer by Xxxxxxx Mac or Xxxxxx Mae for first and second mortgage loans or (y) is an affiliate of the Servicer. The Servicer shall give notice to the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Trustee or its designee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Trustee or designee elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Trustee does not terminate the Subservicing Agreements, the Trustee, its designee or the successor servicer for the Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party.

The Servicer. (a) The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assignsServicer, and otherwise to perform and carry out the dutiesas independent contract servicer, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service and administer the Contracts Mortgage Loans in accordance with the customary Accepted Servicing Practices and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent administration which the Servicer is prohibited by any applicable rule, regulation, judicial may deem necessary or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with Card Management Corporation and First Data Resources, Inc. and any other institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, and (ii) (x) has been designated an approved Seller-Servicer by Xxxxxxx Mac or Xxxxxx Mae for first and second mortgage loans or (y) is an affiliate of the Servicer or (z) is otherwise approved by the Insurer. The Servicer shall give written notice to the Insurer and the Indenture Trustee prior to the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall be in form and substance acceptable to the Insurer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Depositor, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(d) herein. The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Servicer Termination), the Indenture Trustee or its designee approved by the Insurer or a successor Servicer under Section 7.02(a) shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Indenture Trustee or designee approved by the Insurer or any successor Servicer elects to terminate any Subservicing Agreement (except with respect to Subservicing Agreements that only allow for termination of the related Subservicer for cause or require a termination fee for termination without cause) in accordance with the terms of such Subservicing Agreement. The Indenture Trustee shall not be responsible for any termination fees under any Subservicing Agreement. In no event shall any Subservicing Agreement require the Insurer or the Indenture Trustee as Successor Servicer to pay compensation to a Subservicer or order the termination of such Subservicer. Any fee payable or expense incurred in connection with such a termination will be payable by the outgoing Servicer. If the Indenture Trustee does not terminate a Subservicing Agreement, the Indenture Trustee, its designee or a successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of payments to the Noteholders and distributions to the Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trust, each Noteholder and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer and requested in writing, the Indenture Trustee shall furnish the Servicer and, if directed by a Servicing Officer, any Subservicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer and any such Subservicer to carry out its servicing and administrative duties under this Agreement. (f) On and after such time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 6.04 herein, after receipt by the Indenture Trustee and the Insurer of the Opinion of Counsel required pursuant to Section 6.04, the Indenture Trustee, if it so elects, and with the consent of the Insurer, shall assume all of the rights and obligations of the Servicer, subject to Section 7.02

The Servicer. (a) It is intended that the Trust formed hereunder shall constitute, and that the affairs of the Trust shall be conducted so as to qualify each REMIC as, a “real estate mortgage investment conduit” (“REMIC”) as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC. (b) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) meets the requirements of clause (2) of the definition of an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the Assets related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Successor Servicer or its designee approved by the Trustee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Trustee elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its successors servicing and assignsadministrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders’ reliance on the Servicer. (g) Within ninety (90) days after such time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and otherwise with respect to perform and carry out resignation pursuant to Section 7.04, after receipt by the dutiesTrustee of the Opinion of Counsel required pursuant to Section 7.04, responsibilities the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 8.02; provided that are to be performed and carried out by if the Servicer under is removed pursuant to Section 8.02, the Pooling Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall service shall, upon request of the Contracts in accordance with Successor Servicer but at the customary expense of the Servicer, deliver to the Successor Servicer all documents and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right records relating to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which an accounting of amounts collected and held by the Servicer services and otherwise use its best efforts to effect the Assets orderly and efficient transfer of servicing rights and obligations to the assuming party who shall be consistent with the manner in which entitled to reimbursement by the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio(or, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent not paid by the Servicer is prohibited Servicer, by any applicable rule, regulation, judicial or administrative determination or other order applicable the Trust pursuant to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.Section 5.01(a)(17))

The Servicer. The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards The Servicer, as independent contract servicer, shall service and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within administer the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts Home Equity Loans and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Home Equity Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, HOWEVER, that (ii) (x) has been designated an approved Seller-Servicer by the Federal Home Loan Mortgage Corporation ("FHLMC") or the Federal National Mortgage Association ("FNMA") for first and second home equity loans or (y) is an affiliate of the Servicer or (z) is otherwise approved by the Insurer. The Servicer shall give written notice to the extent Insurer, and the Indenture Trustee prior to the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall be in form and substance acceptable to the Insurer and the Indenture Trustee. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Home Equity Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Home Equity Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Home Equity Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Home Equity Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee, the Owner Trustee and Noteholders and the Transferor in respect of the Ownership Interest shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01 (d) herein. The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is prohibited sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Servicing Termination), the Indenture Trustee or its designee approved by the Insurer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Indenture Trustee or designee approved by the Insurer elects to terminate any applicable ruleSubservicing Agreement in accordance with the terms of such Subservicing Agreement. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Insurer or the Indenture Trustee in the event that the Servicer shall, regulationfor any reason, judicial no longer be the Servicer (including termination due to an Event of Servicing Termination). In no event shall any Subservicing Agreement require the Insurer or administrative determination the Indenture Trustee as Successor Servicer to pay compensation to a Subservicer or other order applicable the termination of such Subservicer. Any fee payable or expense incurred in connection with such a termination will be payable by the outgoing Servicer. If the Indenture Trustee does not terminate a Subservicing Agreement, the Indenture Trustee, its designee or the successor servicer for the Indenture Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Home Equity Loans then being serviced and an accounting of amounts collected and held by it from carrying out and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of its obligations any Home Equity Loan or duties provided for herein consent to the postponement of strict compliance with any such term or in any document contemplated manner grant indulgence to any Mortgagor if in the Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Noteholders, the Transferor in respect of the Ownership Interest and the Insurer, provided, however, that (unless (x) the Mortgagor is in default with respect to the Home Equity Loan, or such default is, in the judgment of the Servicer, imminent, (y) with respect to any modification lowering the Coupon Rate or effecting the forgiveness of any amount owed under the Mortgage Note, or extending the final maturity date on such Home Equity Loan, the Insurer has consented to such modification and (z) such waiver, modification, postponement or indulgence would not cause a tax to be imposed on the Trust) the Servicer may not permit any modification with respect to any Home Equity Loan that would change the Coupon Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Home Equity Loan) or extend the final maturity date on the Home Equity Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Noteholders, be added to the amount owing under the related Home Equity Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee and each Noteholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Home Equity Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer and requested in writing, the Indenture Trustee shall furnish the Servicer and, if directed by the Servicer, any Subservicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer and any such Subservicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Home Equity Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering home equity loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing home equity loans similar to the Home Equity Loans and giving due consideration to the Insurer's and the Trust's reliance on the Servicer. (f) On and after such failure shall not constitute a breach time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement., the Indenture Trustee, if it so elects, and with the consent of the Insurer, shall assume all of the rights and obligations of the Servicer, subject to Section 7.02

The Servicer. (a) The Servicer, either itself or through a subservicer, shall service and administer the Loans in accordance with this Servicing Agreement and Accepted Servicing Practices, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of this Servicing Agreement and with Accepted Servicing Practices. The Servicer agrees shall service and administer the Loans through the exercise of the same care that it customarily employs for its own account. Consistent with the terms of this Servicing Agreement, the Servicer may waive, modify or vary any term of any Loan or consent to service the Assets for postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Indenture Trustee or the Securityholders. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Loans and with respect to the Mortgaged Properties. Notwithstanding the foregoing, the Servicer may not modify or permit any Subservicer to modify any Group 2 Loan (including without limitation any modification that would change the Mortgage Interest Rate, forgive the payment of any principal or interest (unless in connection with the liquidation of the related Loan) or extend the final maturity date of such Loan) unless such Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable. The Servicer is authorized and empowered by the Indenture Trustee, in its own name, when the Servicer believes it appropriate in its reasonable judgment to register any Loan on the MERS® System, or cause the removal from the registration of any Loan on the MERS® System, to execute and deliver, on behalf of the Indenture Trustee, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS. MERS will be named as holder of the loan solely as nominee for the Indenture Trustee and its successors and assigns. Unless a different time period is stated in this Servicing Agreement, the Indenture Trustee shall be deemed to have given consent in connection with a matter under this Servicing Agreement if the Indenture Trustee does not affirmatively grant or deny consent within five (5) Business Days from the date the Indenture Trustee receives a second written request for consent for such matter from the Servicer. The Servicer shall fully report, to the extent of standard Fidelity reporting capabilities, its borrower credit files related to the Loans to Equifax Credit Information Services, Inc., TransUnion LLC and Experian in a timely manner. When required by law or it is otherwise prudent to perform do so, the Servicer may suspend credit reporting for any Loan. If the Mortgage relating to a Loan did not have a lien senior to the Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Loan had a lien senior to the Loan on the related Mortgaged Property as of the Cut-off Date, then the Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided, that such refinancing conforms to the Servicer’s standard subordination underwriting guidelines which shall at all times conform with Accepted Servicing Practices and carry out the duties, responsibilities provisions of this Servicing Agreement. The relationship of the Servicer (and obligations that are of any successor to the Servicer as servicer under this Servicing Agreement) to the Issuer under this Servicing Agreement is intended by the parties to be performed that of an independent contractor and carried out not that of a joint venturer, partner or agent. (b) The Servicer may enter into Subservicing Agreements with Subservicers for the servicing and administration of certain of the Loans. Each Subservicer of a Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement and in Section 3.02, the related Subservicing Fee from payments of interest received on such Loan after payment of all amounts required to be remitted to the Servicer in respect of such Loan. References in this Servicing Agreement to actions taken or to be taken by the Servicer in servicing the Loans include actions taken or to be taken by a Subservicer on behalf of the Servicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Servicing Agreement and as the Servicer and the Subservicer have agreed. With the approval of the Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicers will remain obligated under the Pooling related Subservicing Agreements. The Servicer and the Subservicer may enter into amendments to the related Subservicing Agreements; provided, however, that any such amendments shall not cause the Loans to be serviced in a manner that would be materially inconsistent with the standards set forth in this Servicing Agreement. The Servicer shall service the Contracts be entitled to terminate any Subservicing Agreement in accordance with the customary terms and usual procedures conditions thereof and without any limitation by virtue of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and this Servicing Agreement; PROVIDEDprovided, HOWEVERhowever, that in the event of termination of any Subservicing Agreement by the Servicer or the Subservicer, the Servicer shall not release either act as servicer of the related Loan or waive its right enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related Subservicing Agreement. Notwithstanding any Subservicing Agreement, any of the provisions of this Servicing Agreement relating to collect agreements or arrangements between the unpaid principal balance Servicer or a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and liable to the Indenture Trustee and the Issuer for the servicing and administering of any Contractthe Loans in accordance with the provisions of this Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Loans. The Servicer shall service the Mortgage Loans (a) generally in compliance be entitled to enter into any agreement with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which Subservicer for indemnification of the Servicer services the Assets and nothing contained in this Servicing Agreement shall be consistent with deemed to limit or modify such indemnification. From and after the manner in which Closing Date, the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for agrees that it will not take any differences specifically required action or permit or cause any action to be taken by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations agents or duties provided for herein affiliates, or in by any document contemplated hereinindependent contractors on the Servicer’s behalf, such failure shall not constitute a breach of this Agreement.to personally, by telephone, by mail, or electronically by

The Servicer. (a) It is intended that the Trust formed hereunder shall constitute, and that the affairs of the Trust shall be conducted so as to qualify each REMIC as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC. (b) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) meets the requirements of clause (2) of the definition of an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Master Servicer of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the Assets related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee, the Master Servicer, the Securities Administrator and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Successor Servicer or its designee approved by the Master Servicer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Master Servicer elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, of partial or full release, or of discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders’ reliance on the Servicer. (g) Within ninety (90) days after such time as each of the Trustee, the Master Servicer and the Securities Administrator receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee and the Securities Administrator of the Opinion of Counsel required pursuant to Section 7.04, the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 8.02; provided that if the Servicer is removed pursuant to Section 8.02, the Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall, upon request of the Successor Servicer but at the expense of the Servicer, deliver to the Successor Servicer all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party who shall be entitled to reimbursement by the Servicer (or, to the extent not paid by the Servicer, by the Trust prior to distributions to Certificateholders) for Servicing Transfer Costs. (h) The Servicer shall deliver a list of Servicing Officers to the Trustee, the Master Servicer and the Securities Administrator on or before the Closing Date. (i) Consistent with the terms of this Agreement, the Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided that such senior lien secures a mortgage loan that refinances a First Lien and the Combined Loan-to-Value Ratio of the related Mortgage Loan immediately following the refinancing (based on the outstanding principal balance of the Mortgage Loan and the original principal balance of such refinanced mortgage loan) is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the related Cut-Off Date. (j) The Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Subservicer, when the Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.

The Servicer. (a) It is intended that the Trust formed hereunder shall constitute, and that the affairs of the Trust shall be conducted so as to qualify each REMIC as, a "real estate mortgage investment conduit" ("REMIC") as defined in and in accordance with the REMIC Provisions. In furtherance of such intentions, the Servicer covenants and agrees that it shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC. (b) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) is an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the Assets related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Successor Servicer or its designee approved by the Trustee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Trustee elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its successors servicing and assignsadministrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders' reliance on the Servicer. (g) Within ninety (90) days after such time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and otherwise with respect to perform and carry out resignation pursuant to Section 7.04, after receipt by the dutiesTrustee of the Opinion of Counsel required pursuant to Section 7.04, responsibilities the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 8.02; provided that are to be performed and carried out by if the Servicer under is removed pursuant to Section 8.02, the Pooling Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall service shall, upon request of the Contracts in accordance with Successor Servicer but at the customary expense of the Servicer, deliver to the Successor Servicer all documents and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right records relating to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which an accounting of amounts collected and held by the Servicer services and otherwise use its best efforts to effect the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts orderly and residential mortgage loans in its efficient transfer of servicing portfolio, except for any differences specifically required by the Pooling rights and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that obligations to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.assuming party who shall

The Servicer. (a) The Servicer agrees shall, or shall cause the Subservicers to, service and administer the Home Equity Loans in a manner consistent with the terms of this Agreement and the Settlement Agreement (to service the Assets extent that no term or provision of the Settlement Agreement (excluding those terms identified in the Specified Filing) shall adversely affect in any material respect the interests of the Certificateholders) and with general industry practice and shall have full power and authority, acting alone or through the Subservicers, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Trustee and the Certificateholders for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by the related Subservicer in respect of a Home Equity Loan shall be deemed to have been received by the Servicer whether or not actually received by it. The Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created under this Agreement to fail to qualify as a REMIC or result in the imposition of any tax under section 860F(a) or section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Trustee on behalf of the Trustee Trust, (i) in its own name or in the name of any Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the MERS® System, or cause the removal from the registration of any Home Equity Loan on the MERS® System, to execute and deliver, on behalf of the Trust, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust and its successors and assigns, and otherwise (ii) to perform execute and deliver, on behalf of itself, the Certificateholders and the Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Home Equity Loans and with respect to the Mortgaged Properties. Upon the written request of the Servicer, the Depositor and the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out the duties, responsibilities its servicing and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreementadministrative duties hereunder. The Servicer shall service in such capacity may also consent to the Contracts placing of a proposed lien senior to that of the Mortgage on the related Mortgaged Property, provided that such proposed lien is not secured by a note providing for negative amortization and: (i) the Mortgage relating to the Home Equity Loan was in accordance with a first lien position as of the customary Cut-Off Date and usual procedures was in a first lien position immediately prior to the placement of responsible financial institutions that service manufactured housing retail installment sales contracts the proposed senior lien, and installment loan agreements for manufactured housing units located in (ii) the jurisdictions in which ratio of (a) the Manufactured Homes are located, except as otherwise expressly provided by sum of the Pooling Principal Balance of the Home Equity Loan and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and mortgage loan to be secured by the proposed senior lien to (b) the Appraised Value of the Mortgaged Property at the time the Home Equity Loan was originated is not greater than (1) with respect to Home Equity Loans with an original CLTV of 85% or less, 85%, (2) with respect to Home Equity Loans with an original CLTV in excess of 85% and not greater than 95%, 95% and (3) with respect to Home Equity Loans with an original CLTV in excess of 95% and not greater than 110%, 110%; (i) the Mortgage relating to the Home Equity Loan was in a manner that is consistent with prudent residential first or second lien position at the time the related Home Equity Loan was conveyed to the Trustee and, immediately following the placement of such proposed senior lien, such Mortgage will be in a second or, if such Mortgage was in a second lien position at the time the related Home Equity Loan was conveyed to the Trustee, a third lien position and (ii) the principal balance of the mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall to be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required secured by the Pooling proposed senior lien and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees rate at which interest accrues thereon are no greater than those of the related Home Equity Loan as permitted by Section 6.07 hereof, to do any and all things of the date it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that was first conveyed to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.Trustee; or

The Servicer. (a) The Servicer agrees shall, or shall cause the Subservicers to, service and administer the Home Equity Loans in a manner consistent with the terms of this Agreement and the Settlement Agreement (to service the Assets extent that no term or provision of the Settlement Agreement (excluding those terms identified in the Specified Filing) shall adversely affect in any material respect the interests of the Certificateholders) and with general industry practice and shall have full power and authority, acting alone or through the Subservicers, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Servicer shall at all times remain responsible to the Trustee and the Certificateholders for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by the related Subservicer in respect of a Home Equity Loan shall be deemed to have been received by the Servicer whether or not actually received by it. The Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created under this Agreement to fail to qualify as a REMIC or result in the imposition of any tax under section 860F(a) or section 860G(d) of the Code. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Trustee on behalf of the Trustee Trust, (i) in its own name or in the name of any Subservicer, when the Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Home Equity Loan on the MERS® System, or cause the removal from the registration of any Home Equity Loan on the MERS® System, to execute and deliver, on behalf of the Trust, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust and its successors and assigns, and otherwise (ii) to perform execute and deliver, on behalf of itself, the Certificateholders and the Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Home Equity Loans and with respect to the Mortgaged Properties. Upon the written request of the Servicer, the Depositor and the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out the duties, responsibilities its servicing and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreementadministrative duties hereunder. The Servicer shall service in such capacity may also consent to the Contracts placing of a proposed lien senior to that of the Mortgage on the related Mortgaged Property, provided that such proposed lien is not secured by a note providing for negative amortization and: (i) the Mortgage relating to the Home Equity Loan was in accordance with a first lien position as of the customary Cut-Off Date and usual procedures was in a first lien position immediately prior to the placement of responsible financial institutions that service manufactured housing retail installment sales contracts the proposed senior lien, and installment loan agreements for manufactured housing units located in (ii) the jurisdictions in which ratio of (a) the Manufactured Homes are located, except as otherwise expressly provided by sum of the Pooling Principal Balance of the Home Equity Loan and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and mortgage loan to be secured by the proposed senior lien to (b) the Appraised Value of the Mortgaged Property at the time the Home Equity Loan was originated is not greater than (1) with respect to Home Equity Loans with an original CLTV of 85% or less, 85%, (2) with respect to Home Equity Loans with an original CLTV in excess of 85% and not greater than 95%, 95% and (3) with respect to Home Equity Loans with an original CLTV in excess of 95% and not greater than 110%, 110%; (i) the Mortgage relating to the Home Equity Loan was in a manner that is consistent with prudent residential first or second lien position at the time the related Home Equity Loan was conveyed to the Trust and, immediately following the placement of such proposed senior lien, such Mortgage will be in a second or, if such Mortgage was in a second lien position at the time the related Home Equity Loan was conveyed to the Trust, a third lien position and (ii) the principal balance of the mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall to be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required secured by the Pooling proposed senior lien and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees rate at which interest accrues thereon are no greater than those of the related Home Equity Loan as permitted by Section 6.07 hereof, to do any and all things of the date it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that was first conveyed to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.Trust; or

The Servicer. The Servicer agrees to service (a) It is intended that the Assets for REMIC Trust formed hereunder (other than the Basis Risk Reserve Fund and on behalf the Spread Account) shall constitute, and that the affairs of the Trustee REMIC Trust shall be conducted so as to qualify it as, a “real estate mortgage investment conduit” (“REMIC”) as defined in and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures REMIC Provisions. In furtherance of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are locatedsuch intentions, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer covenants and agrees that it shall not release knowingly or waive its right intentionally take any action or omit to collect take any action that would cause the unpaid principal balance termination of any Contract. the REMIC status of the REMIC Trust. (b) The Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (1) (x) has been designated an approved Seller-Servicer by Xxxxxxx Mac or Xxxxxx Mae for first and second mortgage loans, HOWEVERor (y) is an affiliate of the Servicer, that or (2) is otherwise approved by the Certificate Insurer and the Class A Certificateholders aggregating 51% of the Percentage Interests thereof. The Servicer shall give notice to the extent Certificate Insurer and the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is prohibited sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Trustee or its designee approved by the Certificate Insurer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Trustee or designee approved by the Certificate Insurer elects to terminate any applicable ruleSubservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Trustee does not terminate a Subservicing Agreement, regulationthe Trustee, judicial its designee or administrative determination the successor servicer for the Trustee shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or other order applicable obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer at its expense and without right of reimbursement therefor, shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it from carrying out and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of its obligations any Mortgage Loan or duties provided for herein consent to the postponement of strict compliance with any such term or in any document contemplated manner grant indulgence to any Mortgagor if in the Servicer’s determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders and the Certificate Insurer; provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent, and (y) with respect to any modification lowering the Loan Rate or effecting the forgiveness of any amount owed under the Mortgage Note, or extending the final maturity date on such Mortgage Loan, the Certificate Insurer has consented to such modification, and (z) such waiver, modification, postponement or indulgence would not cause the REMIC to be disqualified or otherwise cause a tax to be imposed on the REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall for the purposes of distributions to Certificateholders be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted second mortgage servicing practices of prudent lending institutions and giving due consideration to the Certificate Insurer’s and the Certificateholders reliance on the Servicer. (g) On and after such failure time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee and the Certificate Insurer of the Opinion of Counsel required pursuant to Section 7.04, the Trustee or its designee approved by the Certificate Insurer shall not constitute assume all of the rights and obligations of the Servicer, subject to Section 8.02 hereof. The Servicer shall, upon request of the Trustee but at the expense of the Servicer, deliver to the Trustee all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. (h) The Servicer shall deliver a breach list of Servicing Officers to the Trustee and the Certificate Insurer by the Closing Date. (i) Consistent with the terms of this Agreement, the Servicer may consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property; provided, that such senior lien secures a mortgage loan that refinances a First Lien and the combined loan-to-value ratio of the related Mortgage Loan immediately following the refinancing (based on the outstanding principal balance of the Mortgage Loan and the original principal balance of such refinanced mortgage loan) is not greater than the Combined Loan-to-Value Ratio of such Mortgage Loan as of the Cut-Off Date.

The Servicer. (a) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans consistent with the terms of this Agreement. The Servicer agrees may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to service enable it to perform its obligations under such Subservicing Agreement and (ii) meets the Assets for and on behalf requirements of clause (2) of the Trustee definition of an Approved Servicer or is an affiliate of the Servicer. The Servicer shall give notice to the Master Servicer of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and its successors and assigns, and otherwise to perform and carry out not violate the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing provisions of this Agreement. The Servicer shall service the Contracts be entitled to terminate any Subservicing Agreement in accordance with the customary terms and usual procedures conditions of responsible financial institutions such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that service manufactured housing retail installment sales contracts may be entered into and installment loan agreements any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee, the Master Servicer, the Securities Administrator and Noteholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(d). The Servicer shall be solely liable for manufactured housing units located all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of a Servicer Event of Default), the Successor Servicer or its designee approved by the Master Servicer shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Master Servicer elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the jurisdictions in which Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the Manufactured Homes are locatedinterests of the Noteholders, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that (unless the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of payments to Noteholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall not release continue, and is hereby authorized and empowered to execute and deliver on behalf of the Indenture Trustee and each Noteholder, all instruments of satisfaction or waive its right cancellation, of partial or full release, or of discharge and all other comparable instruments with respect to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance and with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within respect to the residential mortgage loan servicing industryMortgaged Properties. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically If reasonably required by the Pooling Servicer, the Indenture Trustee shall furnish the Servicer with any powers of attorney and Servicing other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. The Servicer shall have full power and authority consistent with Notwithstanding anything to the aforementioned standardscontrary contained herein, acting alone and/or through agents and designees as permitted by Section 6.07 hereofthe Servicer, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministering the Mortgage Loans, HOWEVERshall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the extent Mortgage Loans and giving due consideration to the Noteholders' reliance on the Servicer. (f) Within ninety (90) days after such time as each of the Indenture Trustee, the Master Servicer and the Securities Administrator receives the resignation of, or notice of the removal of, the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its rights and obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of under this Agreement., and with respect to

The Servicer. (a) The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assignsServicer, and otherwise to perform and carry out the dutiesas independent contract servicer, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that to the extent administration which the Servicer is prohibited by any applicable rule, regulation, judicial may deem necessary or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement, (ii) (x) has been designated an approved Seller-Servicer by the Federal Home Loan Mortgage Corporation (“FHLMC”) or the Federal National Mortgage Association (“FNMA”) for first and second mortgage loans or (y) is an affiliate of the Servicer or (z) is otherwise approved by the Insurer. The Servicer shall give written notice to the Insurer, the Depositor and the Indenture Trustee prior to the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement and shall be in form and substance acceptable to the Insurer. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (b) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (c) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Indenture Trustee, the Owner Trustee, the Depositor, the Class A Noteholders and the Transferor in respect of the Transferor Interest shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01(d) herein. The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees. (d) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Servicing Termination), the Indenture Trustee or its designee approved by the Insurer or a successor Servicer under Section 7.02(a) shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Indenture Trustee or designee approved by the Insurer or any successor Servicer elects to terminate any Subservicing Agreement in accordance with the terms of such Subservicing Agreement. Each Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Insurer, the Indenture Trustee, the Depositor or any successor Servicer in the event that the Servicer shall, for any reason, no longer be the Servicer (including termination due to an Event of Servicing Termination). In no event shall any Subservicing Agreement require the Insurer, the Depositor or the Indenture Trustee as Successor Servicer to pay compensation to a Subservicer or order the termination of such Subservicer. Any fee payable or expense incurred in connection with such a termination will be payable by the outgoing Servicer. If the Indenture Trustee does not terminate a Subservicing Agreement, the Indenture Trustee, its designee or a successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Indenture Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (e) No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Class A Noteholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trust and each Class A Noteholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer and requested in writing, the Trust and/or the Indenture Trustee shall furnish the Servicer and, if directed by the Servicer, any Subservicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer and any such Subservicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Insurer’s, the Class A Noteholders’ and the Trust’s reliance on the Servicer. (f) On and after such time as the Indenture Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 6.04 herein, after receipt by the Indenture Trustee and the Insurer of the Opinion of Counsel required pursuant to Section 6.04, the Indenture Trustee, if it so elects, and with the consent of the Insurer, shall assume all of the rights and obligations of the Servicer, subject to Section 7.02 herein. The Servicer shall, upon request of the Indenture Trustee, but at the expense of the Servicer, deliver to the Indenture Trustee, all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party. (g) The Servicer shall deliver a list of Servicing Officers to the Indenture Trustee, the Depositor and the Insurer on or before the Closing Date and shall revise such list from time to time, as appropriate, and shall deliver all revisions promptly to the Indenture Trustee and the Insurer. (h) Consistent with the terms of this Agreement, the Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Trust, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. At the request of a Servicing Officer, the Trust shall furnish the Servicer with any powers of attorney and other documents appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. The Servicer may agree to changes in the terms of a Mortgage Loan at the request of the Mortgagor if the changes (i) do not materially and adversely affect the interests of Noteholders, the Transferor, or the Insurer and (ii) are consistent with prudent and customary business practice. At the same time that the Servicer delivers the Statement to Noteholders pursuant to Section 5.03 hereof, the Servicer shall deliver to the Indenture Trustee, the Seller, the Depositor and the Insurer a certificate signed by a Servicing Officer to the effect that the conditions of this Section 3.01(h) have been complied with, with respect to changes made to the terms of any Mortgage Loan in reliance on this Section 3.01(h) during the preceding Due Period. In addition, the Servicer may solicit Mortgagors to change any other terms of the related Mortgage Loans if the changes (i) do not materially and adversely affect the interests of the Noteholders, the Transferor, or the Insurer and (ii) are consistent with prudent and customary business practice as evidenced by a certificate signed by a Servicing Officer delivered to the Indenture Trustee, the Depositor and the Insurer. Nothing in this Agreement shall limit the right of the Servicer to solicit mortgagors with respect to new loans (including mortgage loans) that are not Mortgage Loans.

The Servicer. (a) The Servicer agrees shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority to service do any and all things in connection with such servicing and administration which it may deem necessary or desirable, it being understood, however, that the Assets Servicer shall at all times remain responsible to the Trustee and the Certificateholders for the performance of its duties and obligations hereunder in accordance with the terms hereof. Any amounts received by the Servicer in respect of a Mortgage Loan shall be deemed to have been received by the Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Trustee, (i) in its own name, when the Servicer believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns, and otherwise (ii) to perform execute and deliver, on behalf of itself, the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. Upon the written request of the Servicer, the Seller and the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out the duties, responsibilities its servicing and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreementadministrative duties hereunder. The Servicer shall service in such capacity may also consent to the Contracts placing of a proposed lien senior to that of the Mortgage on the related Mortgaged Property, provided that such proposed lien is not secured by a note providing for negative amortization and: (i) the Mortgage relating to the Mortgage Loan was in accordance with a first lien position as of the customary Cut-Off Date and usual procedures was in a first lien position immediately prior to the placement of responsible financial institutions that service manufactured housing retail installment sales contracts the proposed senior lien, and installment loan agreements for manufactured housing units located in (ii) the jurisdictions in which ratio of (a) the Manufactured Homes are located, except as otherwise expressly provided by sum of the Pooling Principal Balance of the Mortgage Loan and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and mortgage loan to be secured by the proposed senior lien to (b) the Appraised Value of the Mortgaged Property at the time the Mortgage Loan was originated is not greater than (1) with respect to Mortgage Loans with an original CLTV of 85% or less, 85%, (2) with respect to Mortgage Loans with an original CLTV in excess of 85% and not greater than 95%, 95% and (3) with respect to Mortgage Loans with an original CLTV in excess of 95% and not greater than 115%, 115%. (i) the Mortgage relating to the Mortgage Loan was in a manner that is consistent with prudent residential first or second lien position at the time the related Mortgage Loan was conveyed to the Trust and, immediately following the placement of such proposed senior lien, such Mortgage will be in a second or, if such Mortgage was in a second lien position at the time the related Mortgage Loan was conveyed to the Trust, a third lien position and (ii) the principal balance of the mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall to be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required secured by the Pooling proposed senior lien and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees rate at which interest accrues thereon are no greater than those of the related Mortgage Loan as permitted by Section 6.07 hereof, to do any and all things of the date it may deem necessary or desirable in connection with such servicing and administration; PROVIDED, HOWEVER, that was first conveyed to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.Trust; or

The Servicer. The Servicer agrees to service (a) It is intended that the Assets for Trust formed hereunder shall constitute, and on behalf that the affairs of the Trustee Trust shall be conducted so as to qualify each REMIC as, a "real estate mortgage investment conduit" ("REMIC") as defined in and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service the Contracts in accordance with the customary and usual procedures REMIC Provisions. In furtherance of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are locatedsuch intentions, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer covenants and agrees that it shall not release knowingly or waive its right intentionally take any action or omit to collect take any action that would cause the unpaid principal balance termination of the REMIC status of any Contract. REMIC. (b) The Servicer Servicer, as independent contract servicer, shall service and administer the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standardsauthority, acting alone and/or through agents and designees as permitted by Section 6.07 hereofalone, to do any and all things it may deem necessary or desirable in connection with such servicing and administration; PROVIDEDadministration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may enter into Subservicing Agreements for any servicing and administration of Mortgage Loans with any institution which (i) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (ii) (x) is an Approved Servicer or (y) is an affiliate of the Servicer. The Servicer shall give notice to the Trustee of the appointment of any Subservicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. (c) Notwithstanding any Subservicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, HOWEVERthe Servicer shall remain obligated and primarily liable for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.01 (e). The Servicer shall be solely liable for all fees owed by it to any Subservicer irrespective of whether the Servicer's compensation pursuant to this Agreement is sufficient to pay such fees. (e) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an Event of Default), the Successor Servicer or its designee approved by the Trustee shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, unless the Successor Servicer or designee approved by the Trustee elects to terminate any Subservicing Agreement. Any fee payable in connection with such a termination will be payable by the outgoing Servicer. If the Successor Servicer does not terminate the Subservicing Agreements, the Successor Servicer, its designee or the successor servicer for the Successor Servicer shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements with regard to events that occurred prior to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at its expense and without right of reimbursement therefor, shall, upon the request of the Successor Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. (f) Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's good faith determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders, provided, however, that (unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer, imminent and (y) such waiver, modification, postponement or indulgence would not cause any REMIC to be disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer may not permit any modification with respect to any Mortgage Loan that would change the Loan Rate, defer or forgive the payment of any principal or interest (unless in connection with the liquidation of the related Mortgage Loan) or extend the final maturity date on the Mortgage Loan. No costs incurred by the Servicer or any Subservicer in respect of Servicing Advances shall, for the purposes of distributions to Certificateholders, be added to the amount owing under the related Mortgage Loan. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of the Trustee and each Certificateholder, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding anything to the contrary contained herein, the Servicer, in servicing and administering the Mortgage Loans, shall employ or cause to be employed procedures (including collection, foreclosure and REO Property management procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans similar to the Mortgage Loans and giving due consideration to the Certificateholders' reliance on the Servicer. (g) Within ninety (90) days after such time as the Trustee receives the resignation of, or notice of the removal of, the Servicer from its rights and obligations under this Agreement, and with respect to resignation pursuant to Section 7.04, after receipt by the Trustee of the Opinion of Counsel required pursuant to Section 7.04, the Successor Servicer shall assume all of the rights and obligations of the Servicer, subject to Section 8.02; provided that if the Servicer is removed pursuant to Section 8.02, the Successor Servicer shall immediately be obligated to make Monthly Advances and Servicing Advances as required in this Agreement. The Servicer shall, upon request of the Successor Servicer but at the expense of the Servicer, deliver to the Successor Servicer all documents and records relating to the Mortgage Loans and an accounting of amounts collected and held by the Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of servicing rights and obligations to the assuming party and shall be entitled to reimbursement by the Servicer (or, to the extent not paid by the Servicer is prohibited Servicer, by any applicable rule, regulation, judicial or administrative determination or other order applicable the Trust pursuant to it from carrying out any of its obligations or duties provided for herein or in any document contemplated herein, such failure shall not constitute a breach of this Agreement.Section 5.01(a)C.16)

The Servicer. The Servicer agrees to service the Assets for and on behalf of the Trustee and its successors and assigns, and otherwise to perform and carry out the duties, responsibilities and obligations that are to be performed and carried out by the Servicer under the Pooling and Servicing Agreement. The Servicer shall service and administer the Contracts Mortgage Loans in accordance with the customary Accepted Servicing Practices and usual procedures of responsible financial institutions that service manufactured housing retail installment sales contracts and installment loan agreements for manufactured housing units located in the jurisdictions in which the Manufactured Homes are located, except as otherwise expressly provided by the Pooling and Servicing Agreement; PROVIDED, HOWEVER, that the Servicer shall not release or waive its right to collect the unpaid principal balance of any Contract. The Servicer shall service the Mortgage Loans (a) generally in compliance with FNMA standards and (b) in a manner that is consistent with prudent residential mortgage loan servicing standards generally accepted within the residential mortgage loan servicing industry. The manner in which the Servicer services the Assets shall be consistent with the manner in which the Servicer services all manufactured housing retail installment sales contracts and residential mortgage loans in its servicing portfolio, except for any differences specifically required by the Pooling and Servicing Agreement. The Servicer shall have full power and authority consistent with the aforementioned standards, acting alone and/or through agents and designees as permitted by Section 6.07 hereof, to do any and all things not inconsistent therewith in connection with such servicing and administration which it may deem necessary or desirable subject to the limitations set forth in this Agreement. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered by the Trustee, to execute and deliver, on behalf of itself, the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, and to effect such modifications, waivers, indulgences and other like matters as are in its judgment necessary or desirable, with respect to the Mortgage Loans and the Mortgaged Properties and the servicing and administration thereof. The Servicer shall notify the Trustee of any such waiver, release, discharge, modification, indulgence or other such matter by delivering to the Trustee an Officer's Certificate certifying that such agreement is in compliance with this Section 5.1 together with the original copy of any written agreement or other document executed in connection therewith, all of which written agreements or documents shall, for all purposes, be considered a part of the related Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Notwithstanding anything in this Agreement to the contrary, the Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, reduce or increase the principal balance, change the lien priority, or change the final maturity date on or of such Mortgage Loan unless (i) the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent and (ii) the Certificate Insurer consents to such modifications in writing; provided, however, that the Servicer shall be permitted to extend the final maturity date on a Mortgage Loan by 180 days or less without the consent of the Certificate Insurer so long as the final maturity date is not extended beyond the Class A Final Scheduled Maturity Date. The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. The Servicer shall not alter its servicing and administration; PROVIDED, HOWEVER, that collection procedures relating to the extent the Servicer is prohibited by any applicable rule, regulation, judicial or administrative determination or other order applicable to it from carrying out any of its obligations or duties provided for herein or Mortgage Loans in any document contemplated herein, such failure shall not constitute a breach material respect without the prior written consent of this Agreementthe Certificate Insurer.