Common use of TITLE, CONSERVATION, AND DISPOSITION OF REPO PROPERTY AND REO PROPERTY Clause in Contracts

TITLE, CONSERVATION, AND DISPOSITION OF REPO PROPERTY AND REO PROPERTY. (a) The Servicer shall maintain, protect, and insure any Repo Property or REO Property acquired pursuant to Section 3.08 hereof, on behalf of the Trust, in accordance with standard industry practice solely for the purpose of its prompt disposition and sale and with a view toward maximizing the amount of principal and interest recovered on the Assets. During any period in which the Trust holds a Repo Property or REO Property, the Servicer shall not (1) lease the Repo Property or REO Property, (2) authorize or permit any construction on the Repo Property or REO Property, other than the completion of a building or improvement thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default on the related Asset became imminent, all within the meaning of section 856(e)(4)(B) of the Code, or (3) allow the Repo Property or REO Property to be used in any trade or business conducted by the Trust. If one or more REMIC elections are made with respect to the assets of the Trust, the Servicer shall use its best efforts to dispose of such Repo Property or REO Property for its fair market value by the end of the tenth month of the third calendar year following the end of the calendar year in which the Repo Property or REO Property was acquired by the Trust (the "REO Holding Period"), pursuant to the Servicer's ordinary commercial practices. If the Servicer is unable to sell such Repo Property or REO Property in the course of its ordinary commercial practices within the REO Holding Period, the Servicer shall (a) purchase such Repo Property or REO Property at a price equal to such Repo Property's or REO Property's fair market value or (b) auction such Repo Property or REO Property to the highest bidder in an auction reasonably designed to produce a fair price (an "Auction") that takes place within one month after the end of the REO Holding Period. If the Servicer and the Trustee either (1) receive an Opinion of Counsel indicating that, under then-current law, the REMIC may hold Repo Property or REO Property associated with a REMIC Asset for a period longer than the REO Holding Period without threatening the REMIC status of any related REMIC or causing the imposition of a tax upon any such REMIC or (2) the Servicer applies for and is granted an extension of the REO Holding Period pursuant to Code sections 860G(a)(8) and 856(e)(3) (the applicable period provided pursuant to such Opinion of Counsel or such Code section being referred to herein as an "Extended Holding Period"), upon the direction of OMI or the Trustee, the Servicer shall continue to attempt to sell such Repo Property or REO Property pursuant to its ordinary commercial practices until the date two months prior to the expiration of the Extended Holding Period. If no REMIC election has been made or is to be made with respect to the assets of the Trust, the REO Holding Period for disposing of any Repo Property or REO Property as described in the preceding two sentences shall be an eleven-month period. The Servicer shall either sell any Repo Property or REO Property remaining after such date in an Auction or purchase such Repo Property or REO Property (at the price set forth in this paragraph) before the end of the Extended Holding Period. In the event of any such sale of a Repo Property or REO Property, the Trustee shall, at the written request of the Servicer and upon being supplied with appropriate forms therefor, within five Business Days after its receipt of the proceeds of such sale or auction, instruct the Servicer to release to the purchaser the related Contract File and Servicer Contract File (in the case of a Repo Property), and the Trustee shall release to the purchaser the related Trustee Mortgage Loan File and shall instruct the Servicer to release to the purchaser the related Servicer Mortgage Loan File (in the case of a Mortgage Loan), and in any event the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the auction purchaser title to the Repo Property or REO Property, and shall deliver to such purchaser any Asset Documents relating to such Contract that are in the Trustee's possession, whereupon the Trustee shall have no further responsibility with regard to any related Asset File or Servicer File. Neither the Trustee nor the Servicer, acting on behalf of the Trust, shall provide financing from such Trust to any purchaser of a Repo Property or REO Property. (b) In the event that title to any Real Property or REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee for the benefit of the Certificateholders. The Servicer shall, in accordance with Section 3.09(a), use its reasonable efforts to sell any Repo Property or REO Property as expeditiously as possible, but in all events within the time period, and subject to the conditions set forth in Section 3.09(a) hereof. Pursuant to its efforts to sell such Repo Property or REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such Repo Property or REO Property in the same manner and to such extent as it customarily does in connection with its own repossessed manufactured homes or mortgaged properties (as applicable), incident to its conservation and protection of the interests of the Certificateholders. (c) The Servicer shall deposit all net funds collected and received in connection with the operation of any Repo Property or REO Property in the applicable Certificate Account no later than the second Business Day following receipt of such funds. (d) The Servicer, upon the final disposition of any Repo Property or REO Property, shall be entitled to reimbursement of any related unreimbursed Advances related to the Asset for such Repo Property or REO Property as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such Repo Property or REO Property, the latter in accordance with the Sections of the related Pooling and Servicing Agreement that are entitled "Distributions" and "Limited Right of Servicer to Retain Servicing Fees from Collections." (e) The final disposition of any Repo Property or REO Property shall be carried out by the Servicer at the Repo Property's or REO Property's fair market value under the circumstances existing at the time of disposition and upon such terms and conditions as the Servicer shall deem necessary or advisable, and as are in accordance with accepted servicing practices and in accordance with Section 3.09(a) above. (f) The Liquidation Proceeds from the final disposition of any Repo Property or REO Property shall be deposited into the Certificate Account promptly following receipt of such Liquidation Proceeds and, subject to such withdrawals as may be permitted by Section 3.07(a) above, shall be transferred to the Distribution Account pursuant to Section 3.07(b) above. (g) The Servicer shall prepare and file reports of foreclosure and abandonment in accordance with section 6050J of the Code. (h) Notwithstanding any other provision of this Agreement, the Servicer, acting on behalf of the Trustee hereunder, shall not rent, lease, or otherwise earn income or take any action on behalf of the Trust with respect to any REO Property that might (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of section 860G(a)(8) of the Code or (ii) result in the receipt by any related REMIC of any "income from non-permitted assets" within the meaning of section 860F(a)(2) of the Code or any "net income from foreclosure property" within the meaning of section 860G(c)(2) of the Code, both of which types of income are subject to tax under the REMIC Provisions, unless the Trustee has received an Opinion of Counsel at the Trust's expense (the costs of which shall be recoverable out of the applicable Certificate Account), to the effect that, under the REMIC Provisions and any relevant proposed legislation, any income generated for any related REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. Without limiting the generality of the foregoing, the Servicer shall not: (i) enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of section 856(e)(4)(B) of the Code; or (iv) Directly Operate, or allow any other Person (other than an Independent Contractor) to Directly Operate, any REO Property on any date more than 90 days after its acquisition date; unless, in any such case, the Servicer has requested and received the Opinion of Counsel described in the preceding sentence, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (i) The Servicer shall not acquire any personal property relating to any Asset (other than the related Manufactured Home in connection with a Contract) pursuant to this Section 3.09 unless either: (1) such personal property is incident to real property (or to the related Manufactured Home, in the case of a Contract) (within the meaning of section 856(e)(1) of the Code) so acquired by the Servicer; or (2) the Servicer shall have requested and received an Opinion of Counsel, at the expense of the Trust (recoverable out of the Certificate Account), to the effect that the holding of such personal property by the related REMIC will not cause the imposition of a tax under the REMIC Provisions on any REMIC related to the Trust or cause any such REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.

TITLE, CONSERVATION, AND DISPOSITION OF REPO PROPERTY AND REO PROPERTY. (a) The Servicer shall maintain, protect, and insure any Repo Property or REO Property property acquired pursuant to Section 3.08 hereof, on behalf of the Trust, in accordance with standard industry practice solely for the purpose of its prompt disposition and sale and with a view toward maximizing the amount of principal and interest recovered on the Assets. During any period in which the Trust holds a Repo Property or REO Property, the Servicer shall not (1) lease the Repo Property or REO Property, (2) authorize or permit any construction on the Repo Property or REO Property, other than the completion of a building or improvement thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default on the related Asset became imminent, all within the meaning of section 856(e)(4)(B) of the Code, or (3) allow the Repo Property or REO Property to be used in any trade or business conducted by the Trust. If one or more REMIC elections are made with respect to the assets of the Trust, the Servicer shall use its best efforts to dispose of such Repo Property or REO Property for its fair market value by the end of the tenth month of the third calendar year following the end of the calendar year in which the Repo Property or REO Property was acquired by the Trust (the "REO Holding Period"), pursuant to the Servicer's ordinary commercial practices. If the Servicer is unable to sell such Repo Property or REO Property in the course of its ordinary commercial practices within the REO Holding Period, the Servicer shall (a) purchase such Repo Property or REO Property at a price equal to such Repo Property's or REO Property's fair market value or (b) auction such Repo Property or REO Property to the highest bidder in an auction reasonably designed to produce a fair price (an "Auction") that takes place within one month after the end of the REO Holding Period. If the Servicer and the Trustee either (1) receive an Opinion of Counsel indicating that, under then-current law, the REMIC may hold Repo Property or REO Property associated with a REMIC Asset for a period longer than the REO Holding Period without threatening the REMIC status of any related REMIC or causing the imposition of a tax upon any such REMIC or (2) the Servicer applies for and is granted an extension of the REO Holding Period pursuant to Code sections 860G(a)(8) and 856(e)(3) (the applicable period provided pursuant to such Opinion of Counsel or such Code section being referred to herein as an "Extended Holding Period"), upon the direction of OMI or the Trustee, the Servicer shall continue to attempt to sell such Repo Property or REO Property pursuant to its ordinary commercial practices until the date two months prior to the expiration of the Extended Holding Period. If no REMIC election has been made or is to be made with respect to the assets of the Trust, the REO Holding Period for disposing of any Repo Property or REO Property as described in the preceding two sentences shall be an eleven-month period. The Servicer shall either sell any Repo Property or REO Property remaining after such date in an Auction or purchase such Repo Property or REO Property (at the price set forth in this paragraph) before the end of the Extended Holding Period. In the event of any such sale of a Repo Property or REO Property, the Trustee shall, at the written request of the Servicer and upon being supplied with appropriate forms therefor, within five Business Days after its receipt of the proceeds of such sale or auction, instruct the Servicer to release to the purchaser the related Contract File and Servicer Contract File (in the case of a Repo Property), and the Trustee shall release to the purchaser the related Trustee Mortgage Loan File and shall instruct the Servicer to release to the purchaser the related Servicer Mortgage Loan File (in the case of a Mortgage Loan), and in any event the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the auction purchaser title to the Repo Property or REO Property, and shall deliver to such purchaser any Asset Documents relating to such Contract that are in the Trustee's possession, whereupon the Trustee shall have no further responsibility with regard to any related Asset File or Servicer File. Neither the Trustee nor the Servicer, acting on behalf of the Trust, shall provide financing from such Trust to any purchaser of a Repo Property or REO Property. (b) In the event that title to any Real Property or REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee for the benefit of the Certificateholders. The Servicer shall, in accordance with Section 3.09(a), use its reasonable efforts to sell any Repo Property or REO Property as expeditiously as possible, but in all events within the time period, and subject to the conditions set forth in Section 3.09(a) hereof. Pursuant to its efforts to sell such Repo Property or REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such Repo Property or REO Property in the same manner and to such extent as it customarily does in connection with its own repossessed manufactured homes or mortgaged properties (as applicable), incident to its conservation and protection of the interests of the Certificateholders. (c) The Servicer shall deposit all net funds collected and received in connection with the operation of any Repo Property or REO Property in the applicable Certificate Account no later than the second Business Day following receipt of such funds. (d) The Servicer, upon the final disposition of any Repo Property or REO Property, shall be entitled to reimbursement of any related unreimbursed Advances related to the Asset for such Repo Property or REO Property as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such Repo Property or REO Property, the latter in accordance with the Sections of the related Pooling and Servicing Agreement that are entitled "Distributions" and "Limited Right of Servicer to Retain Servicing Fees from Collections." (e) The final disposition of any Repo Property or REO Property shall be carried out by the Servicer at the Repo Property's or REO Property's fair market value under the circumstances existing at the time of disposition and upon such terms and conditions as the Servicer shall deem necessary or advisable, and as are in accordance with accepted servicing practices and in accordance with Section 3.09(a) above. (f) The Liquidation Proceeds from the final disposition of any Repo Property or REO Property shall be deposited into the Certificate Account promptly following receipt of such Liquidation Proceeds and, subject to such withdrawals as may be permitted by Section 3.07(a) above, shall be transferred to the Distribution Account pursuant to Section 3.07(b) above. (g) The Servicer shall prepare and file reports of foreclosure and abandonment in accordance with section 6050J of the Code. (h) Notwithstanding any other provision of this Agreement, the Servicer, acting on behalf of the Trustee hereunder, shall not rent, lease, or otherwise earn income or take any action on behalf of the Trust with respect to any REO Property that might (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of section 860G(a)(8) of the Code or (ii) result in the receipt by any related REMIC of any "income from non-permitted assets" within the meaning of section 860F(a)(2) of the Code or any "net income from foreclosure property" within the meaning of section 860G(c)(2) of the Code, both of which types of income are subject to tax under the REMIC Provisions, unless the Trustee has received an Opinion of Counsel at the Trust's expense (the costs of which shall be recoverable out of the applicable Certificate Account), to the effect that, under the REMIC Provisions and any relevant proposed legislation, any income generated for any related REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. Without limiting the generality of the foregoing, the Servicer shall not: (i) enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of section 856(e)(4)(B) of the Code; or (iv) Directly Operate, or allow any other Person (other than an Independent Contractor) to Directly Operate, any REO Property on any date more than 90 days after its acquisition date; unless, in any such case, the Servicer has requested and received the Opinion of Counsel described in the preceding sentence, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (i) The Servicer shall not acquire any personal property relating to any Asset (other than the related Manufactured Home in connection with a Contract) pursuant to this Section 3.09 unless either: (1) such personal property is incident to real property (or to the related Manufactured Home, in the case of a Contract) (within the meaning of section 856(e)(1) of the Code) so acquired by the Servicer; or (2) the Servicer shall have requested and received an Opinion of Counsel, at the expense of the Trust (recoverable out of the Certificate Account), to the effect that the holding of such personal property by the related REMIC will not cause the imposition of a tax under the REMIC Provisions on any REMIC related to the Trust or cause any such REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.

TITLE, CONSERVATION, AND DISPOSITION OF REPO PROPERTY AND REO PROPERTY. (a) The Servicer shall maintain, protect, and insure any Repo Property or REO Property acquired pursuant to Section 3.08 hereof, on behalf of the Trust, in accordance with standard industry practice solely for the purpose of its prompt disposition and sale and with a view toward maximizing the amount of principal and interest recovered on the Assets. During any period in which the Trust holds a Repo Property or REO Property, the Servicer shall not (1) lease the Repo Property or REO Property, (2) authorize or permit any construction on the Repo Property or REO Property, other than the completion of a building or improvement thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default on the related Asset became imminent, all within the meaning of section 856(e)(4)(B) of the Code, or (3) allow the Repo Property or REO Property to be used in any trade or business conducted by the Trust. If one or more REMIC elections are made with respect to the assets of the Trust, the Servicer shall use its best efforts to dispose of such Repo Property or REO Property for its fair market value by the end of the tenth month of the third calendar year following the end of the calendar year in which the Repo Property or REO Property was acquired within 22 months after its acquisition by the Trust (the "REO Holding Period"), pursuant to the Servicer's ordinary commercial practices. If the Servicer is unable to sell such Repo Property or REO Property in the course of its ordinary commercial practices within the REO Holding Periodthat 22-month period, the Servicer shall (a) purchase such Repo Property or REO Property at a price equal to such Repo Property's or REO Property's fair market value or (b) auction such Repo Property or REO Property to the highest bidder in an auction reasonably designed to produce a fair price (an "Auction") that takes place within one month after the end of the REO Holding Period22-month period. If the Servicer and the Trustee either (1) receive an Opinion of Counsel indicating that, under then-current law, the REMIC may hold Repo Property or REO Property associated with a REMIC Asset for a period longer than the REO Holding Period two years without threatening the REMIC status of any related REMIC or causing the imposition of a tax upon any such REMIC or (2) the Servicer applies for and is granted an extension of the REO Holding Period such 22-month period pursuant to Code sections 860G(a)(8) and 856(e)(3) (the applicable period provided pursuant to such Opinion of Counsel or such Code section being referred to herein as an "Extended Holding Period"), upon the direction of OMI the Company or the Trustee, the Servicer shall continue to attempt to sell such Repo Property or REO Property pursuant to its ordinary commercial practices until the date two months prior to the expiration of the Extended Holding Period. If no REMIC election has been made or is to be made with respect to the assets of the Trust, the REO Holding Period 22-month period for disposing of any Repo Property or REO Property as described in the preceding two sentences shall be an eleven-month period. The Servicer shall either sell any Repo Property or REO Property remaining after such date in an Auction or purchase such Repo Property or REO Property (at the price set forth in this paragraph) before the end of the Extended Holding Period. In the event of any such sale of a Repo Property or REO Property, the Trustee shall, at the written request of the Servicer and upon being supplied with appropriate forms therefor, within five Business Days after its receipt of the proceeds of such sale or auction, instruct the Servicer to release to the purchaser the related Contract File and Servicer Contract File (in the case of a Repo Property), and the Trustee shall release to the purchaser the related Trustee Mortgage Loan File and shall instruct the Servicer to release to the purchaser the related Servicer Mortgage Loan File (in the case of a Mortgage Loan), and in any event the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the auction purchaser title to the Repo Property or REO Property, and shall deliver to such purchaser any Asset Documents relating to such Contract that are in the Trustee's possession, whereupon the Trustee shall have no further responsibility with regard to any related Asset File or Servicer File. Neither the Trustee nor the Servicer, acting on behalf of the Trust, shall provide financing from such Trust to any purchaser of a Repo Property or REO Property. (b) In the event that title to any Real Property or REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee for the benefit of the Certificateholders. The Servicer shall, in accordance with Section 3.09(a), use its reasonable efforts to sell any Repo Property or REO Property as expeditiously as possible, but in all events within the time period, and subject to the conditions set forth in Section 3.09(a) hereof. Pursuant to its efforts to sell such Repo Property or REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such Repo Property or REO Property in the same manner and to such extent as it customarily does in connection with its own repossessed manufactured homes or mortgaged properties (as applicable), incident to its conservation and protection of the interests of the Certificateholders. (c) The Servicer shall deposit all net funds collected and received in connection with the operation of any Repo Property or REO Property in the applicable Certificate Account no later than the second Business Day following receipt of such funds. (d) The Servicer, upon the final disposition of any Repo Property or REO Property, shall be entitled to reimbursement of any related unreimbursed Advances related to the Asset for such Repo Property or REO Property as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such Repo Property or REO Property, the latter in accordance with the Sections of the related Pooling and Servicing Agreement that are entitled "Distributions" and "Limited Right of Servicer to Retain Servicing Fees from Collections." (e) The final disposition of any Repo Property or REO Property shall be carried out by the Servicer at the Repo Property's or REO Property's fair market value under the circumstances existing at the time of disposition and upon such terms and conditions as the Servicer shall deem necessary or advisable, and as are in accordance with accepted servicing practices and in accordance with Section 3.09(a) above. (f) The Liquidation Proceeds from the final disposition of any Repo Property or REO Property shall be deposited into the Certificate Account promptly following receipt of such Liquidation Proceeds and, subject to such withdrawals as may be permitted by Section 3.07(a) above, shall be transferred to the Distribution Account pursuant to Section 3.07(b) above. (g) The Servicer shall prepare and file reports of foreclosure and abandonment in accordance with section 6050J of the Code. (h) Notwithstanding any other provision of this Agreement, the Servicer, acting on behalf of the Trustee hereunder, shall not rent, lease, or otherwise earn income or take any action on behalf of the Trust with respect to any REO Property that might (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of section 860G(a)(8) of the Code or (ii) result in the receipt by any related REMIC of any "income from non-permitted assets" within the meaning of section 860F(a)(2) of the Code or any "net income from foreclosure property" within the meaning of section 860G(c)(2) of the Code, both of which types of income are subject to tax under the REMIC Provisions, unless the Trustee has received an Opinion of Counsel at the Trust's expense (the costs of which shall be recoverable out of the applicable Certificate Account), to the effect that, under the REMIC Provisions and any relevant proposed legislation, any income generated for any related REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. Without limiting the generality of the foregoing, the Servicer shall not: (i) enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of section 856(e)(4)(B) of the Code; or (iv) Directly Operate, or allow any other Person (other than an Independent Contractor) to Directly Operate, any REO Property on any date more than 90 days after its acquisition date; unless, in any such case, the Servicer has requested and received the Opinion of Counsel described in the preceding sentence, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (i) The Servicer shall not acquire any personal property relating to any Asset (other than the related Manufactured Home in connection with a Contract) pursuant to this Section 3.09 unless either: (1) such personal property is incident to real property (or to the related Manufactured Home, in the case of a Contract) (within the meaning of section 856(e)(1) of the Code) so acquired by the Servicer; or (2) the Servicer shall have requested and received an Opinion of Counsel, at the expense of the Trust (recoverable out of the Certificate Account), to the effect that the holding of such personal property by the related REMIC will not cause the imposition of a tax under the REMIC Provisions on any REMIC related to the Trust or cause any such REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.

TITLE, CONSERVATION, AND DISPOSITION OF REPO PROPERTY AND REO PROPERTY. (a) The Servicer shall maintain, protect, and insure any Repo Property or REO Property acquired pursuant to Section 3.08 hereof, on behalf of the Trust, in accordance with standard industry practice solely for the purpose of its prompt disposition and sale and with a view toward maximizing the amount of principal and interest recovered on the Assets. During any period in which the Trust holds a Repo Property or REO Property, the Servicer shall not (1) lease the Repo Property or REO Property, (2) authorize or permit any construction on the Repo Property or REO Property, other than the completion of a building or improvement thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default on the related Asset became imminent, all within the meaning of section 856(e)(4)(B) of the Code, or (3) allow the Repo Property or REO Property to be used in any trade or business conducted by the Trust. If one or more REMIC elections are made with respect to the assets of the Trust, the Servicer shall use its best efforts to dispose of such Repo Property or REO Property for its fair market value by the end of the tenth month of the third calendar year following the end of the calendar year in which the Repo Property or REO Property was acquired within 12 months after its acquisition by the Trust (the "REO Holding Period"), pursuant to the Servicer's ordinary commercial practices. If the Servicer is unable to sell such Repo Property or REO Property in the course of its ordinary commercial practices within the REO Holding Periodthat 12-month period, the Servicer shall (ai) purchase such Repo Property or REO Property at a price equal to such Repo Property's or REO Property's fair market value or (bii) auction such Repo Property or REO Property to the highest bidder in an auction reasonably designed to produce a fair price (an "Auction") that takes place within one month after the end of the REO Holding Period12-month period. If the Servicer and the Trustee either (1) receive an Opinion of Counsel indicating that, under then-current law, the REMIC may hold Repo Property or REO Property associated with a REMIC Asset for a period longer than three years from the REO Holding Period close of the taxable year in which the property was acquired without threatening the REMIC status of any related REMIC or causing the imposition of a tax upon any such REMIC or (2) the Servicer applies for and is granted an extension of the REO Holding Period such period pursuant to Code sections 860G(a)(8) and 856(e)(3) (the applicable period provided pursuant to such Opinion of Counsel or such Code section being referred to herein as an "Extended Holding Period"), upon the direction of OMI the Company or the Trustee, the Servicer shall continue to attempt to sell such Repo Property or REO Property pursuant to its ordinary commercial practices until the date two months prior to the expiration of the Extended Holding Period. If no REMIC election has been made or is to be made with respect to the assets of the Trust, the REO Holding Period 12-month period for disposing of any Repo Property or REO Property as described in the preceding two sentences shall be an eleven-month period. The Servicer shall either sell any Repo Property or REO Property remaining after such date in an Auction or purchase such Repo Property or REO Property (at the price set forth in this paragraph) before the end of the Extended Holding Period. In the event of any such sale of a Repo Property or REO Property, the Trustee shall, at the written request of the Servicer and upon being supplied with appropriate forms therefor, within five Business Days after its receipt of the proceeds of such sale or auction, instruct the Servicer to release to the purchaser the related Contract File and Servicer Contract File (in the case of a Repo Property), and the Trustee shall release to the purchaser the related Trustee Mortgage Loan File and shall instruct the Servicer to release to the purchaser the related Servicer Mortgage Loan File (in the case of a Mortgage Loan), and in any event the Trustee shall execute and deliver such instruments of transfer or assignmentassignment provided to it, in each case without recourse, representation or warranty, as shall be necessary to vest in the auction purchaser title to the Repo Property or REO Property, and shall deliver to such purchaser any Asset Documents relating to such Contract that are in the Trustee's possession, whereupon the Trustee shall have no further responsibility with regard to any related Asset File or Servicer File. Neither the Trustee nor the Servicer, acting on behalf of the Trust, shall provide financing from such Trust to any purchaser of a Repo Property or REO Property. (b) In the event that title to any Real Repo Property or REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee on behalf of the Trust for the benefit of the Certificateholders. The Servicer shall, in accordance with Section 3.09(a), use its reasonable efforts to sell any Repo Property or REO Property as expeditiously as possible, but in all events within the time period, and subject to the conditions set forth in Section 3.09(a) hereof. Pursuant to its efforts to sell such Repo Property or REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such Repo Property or REO Property in the same manner and to such extent as it customarily does in connection with its own repossessed manufactured homes or mortgaged properties (as applicable), incident to its conservation and protection of the interests of the Certificateholders. (c) The Servicer shall deposit all net funds collected and received in connection with the operation of any Repo Property or REO Property in the applicable Certificate Account no later than the second Business Day following receipt of such funds. (d) The Servicer, upon the final disposition of any Repo Property or REO Property, shall be entitled to reimbursement of any related unreimbursed Advances related to the Asset for such Repo Property or REO Property as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such Repo Property or REO Property, the latter in accordance with the Sections of the related Pooling and Servicing Agreement that are entitled "Distributions" and "Limited Right of Servicer to Retain Servicing Fees from Collections." (e) The final disposition of any Repo Property or REO Property shall be carried out by the Servicer at the Repo Property's or REO Property's fair market value under the circumstances existing at the time of disposition and upon such terms and conditions as the Servicer shall deem necessary or advisable, and as are in accordance with accepted servicing practices and in accordance with Section 3.09(a) above. (f) The Liquidation Proceeds from the final disposition of any Repo Property or REO Property shall be deposited into the Certificate Account promptly following receipt of such Liquidation Proceeds and, subject to such withdrawals as may be permitted by Section 3.07(a) above, shall be transferred to the Distribution Account pursuant to Section 3.07(b) above. (g) The Servicer shall prepare and file reports of foreclosure and abandonment in accordance with section 6050J of the Code. (h) Notwithstanding any other provision of this Agreement, the Servicer, acting on behalf of the Trustee hereunder, shall not rent, lease, or otherwise earn income or take any action on behalf of the Trust with respect to any REO Property that might (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of section 860G(a)(8) of the Code or (ii) result in the receipt by any related REMIC of any "income from non-permitted assets" within the meaning of section 860F(a)(2) of the Code or any "net income from foreclosure property" within the meaning of section 860G(c)(2) of the Code, both of which types of income are subject to tax under the REMIC Provisions, unless the Trustee has received an Opinion of Counsel at the Trust's expense (the costs of which shall be recoverable out of the applicable Certificate Account), to the effect that, under the REMIC Provisions and any relevant proposed legislation, any income generated for any related REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. Without limiting the generality of the foregoing, the Servicer shall not: (i) enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of section 856(e)(4)(B) of the Code; or (iv) Directly Operate, or allow any other Person (other than an Independent Contractor) to Directly Operate, any REO Property on any date more than 90 days after its acquisition date; unless, in any such case, the Servicer has requested and received the Opinion of Counsel described in the preceding sentence, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (i) The Servicer shall not acquire any personal property relating to any Asset (other than the related Manufactured Home in connection with a Contract) pursuant to this Section 3.09 unless either: (1) such personal property is incident to real property (or to the related Manufactured Home, in the case of a Contract) (within the meaning of section 856(e)(1) of the Code) so acquired by the Servicer; or (2) the Servicer shall have requested and received an Opinion of Counsel, at the expense of the Trust (recoverable out of the Certificate Account), to the effect that the holding of such personal property by the related REMIC will not cause the imposition of a tax under the REMIC Provisions on any REMIC related to the Trust or cause any such REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.

TITLE, CONSERVATION, AND DISPOSITION OF REPO PROPERTY AND REO PROPERTY. (a) The Servicer shall maintain, protect, and insure any Repo Property or REO Property acquired pursuant to Section 3.08 hereof, on behalf of the Trust, in accordance with standard industry practice solely for the purpose of its prompt disposition and sale and with a view toward maximizing the amount of principal and interest recovered on the Assets. During any period in which the Trust holds a Repo Property or REO Property, the Servicer shall not (1) lease the Repo Property or REO Property, (2) authorize or permit any construction on the Repo Property or REO Property, other than the completion of a building or improvement thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default on the related Asset became imminent, all within the meaning of section 856(e)(4)(B) of the Code, or (3) allow the Repo Property or REO Property to be used in any trade or business conducted by the Trust. If one or more REMIC elections are made with respect to the assets of the Trust, the Servicer shall use its best efforts to dispose of such Repo Property or REO Property for its fair market value by the end of the tenth month of the third calendar year following the end of the calendar year in which the Repo Property or REO Property was acquired by the Trust (the "REO Holding Period"), pursuant to the Servicer's ordinary commercial practices. If the Servicer is unable to sell such Repo Property or REO Property in the course of its ordinary commercial practices within the REO Holding Period, the Servicer shall (a) purchase such Repo Property or REO Property at a price equal to such Repo Property's or REO Property's fair market value or (b) auction such Repo Property or REO Property to the highest bidder in an auction reasonably designed to produce a fair price (an "Auction") that takes place within one month after the end of the REO Holding Period. If the Servicer and the Trustee either (1) receive an Opinion of Counsel indicating that, under then-current law, the REMIC may hold Repo Property or REO Property associated with a REMIC Asset for a period longer than the REO Holding Period without threatening the REMIC status of any related REMIC or causing the imposition of a tax upon any such REMIC or (2) the Servicer applies for and is granted an extension of the REO Holding Period pursuant to Code sections 860G(a)(8) and 856(e)(3) (the applicable period provided pursuant to such Opinion of Counsel or such Code section being referred to herein as an "Extended Holding Period"), upon the direction of OMI or the Trustee, the Servicer shall continue to attempt to sell such Repo Property or REO Property pursuant to its ordinary commercial practices until the date two months prior to the expiration of the Extended Holding Period. If no REMIC election has been made or is to be made with respect to the assets of the Trust, the REO Holding Period for disposing of any Repo Property or REO Property as described in the preceding two sentences shall be an eleven-month period. The Servicer shall either sell any Repo Property or REO Property remaining after such date in an Auction or purchase such Repo Property or REO Property (at the price set forth in this paragraph) before the end of the Extended Holding Period. In the event of any such sale of a Repo Property or REO Property, the Trustee shall, at the written request of the Servicer and upon being supplied with appropriate forms therefor, within five Business Days after its receipt of the proceeds of such sale or auction, instruct the Servicer to release to the purchaser the related Contract File and Servicer Contract File (in the case of a Repo Property), and the Trustee shall release to the purchaser the related Trustee Mortgage Loan File and shall instruct the Servicer to release to the purchaser the related Servicer Mortgage Loan File (in the case of a Mortgage Loan), and in any event the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the auction purchaser title to the Repo Property or REO Property, and shall deliver to such purchaser any Asset Documents relating to such Contract that are in the Trustee's possession, whereupon the Trustee shall have no further responsibility with regard to any related Asset File or Servicer File. Neither the Trustee nor the Servicer, acting on behalf of the Trust, shall provide financing from such Trust to any purchaser of a Repo Property or REO Property. (b) In the event that title to any Real Property or REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee for the benefit of the Certificateholders. The Servicer shall, in accordance with Section 3.09(a), use its reasonable efforts to sell any Repo Property or REO Property as expeditiously as possible, but in all events within the time period, and subject to the conditions set forth in Section 3.09(a) hereof. Pursuant to its efforts to sell such Repo Property or REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such Repo Property or REO Property in the same manner and to such extent as it customarily does in connection with its own repossessed manufactured homes or mortgaged properties (as applicable), incident to its conservation and protection of the interests of the Certificateholders. (c) The Servicer shall deposit all net funds collected and received in connection with the operation of any Repo Property or REO Property in the applicable Certificate Account no later than the second Business Day following receipt of such funds. (d) The Servicer, upon the final disposition of any Repo Property or REO Property, shall be entitled to reimbursement of any related unreimbursed Advances related to the Asset for such Repo Property or REO Property as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such Repo Property or REO Property, the latter in accordance with the Sections of the related Pooling and Servicing Agreement that are entitled "Distributions" and "Limited Right of Servicer to Retain Servicing Fees from Collections." (e) The final disposition of any Repo Property or REO Property shall be carried carried out by the Servicer at the Repo Property's or REO Property's fair market value under the circumstances existing at the time of disposition and upon such terms and conditions as the Servicer shall deem necessary or advisable, and as are in accordance with accepted servicing practices and in accordance with Section 3.09(a) above. (f) The Liquidation Proceeds from the final disposition of any Repo Property or REO Property shall be deposited into the Certificate Account promptly following receipt of such Liquidation Proceeds and, subject to such withdrawals as may be permitted by Section 3.07(a) above, shall be transferred to the Distribution Account pursuant to Section 3.07(b) above. (g) The Servicer shall prepare and file reports of foreclosure and abandonment in accordance with section 6050J of the Code. (h) Notwithstanding any other provision of this Agreement, the Servicer, acting on behalf of the Trustee hereunder, shall not rent, lease, or otherwise earn income or take any action on behalf of the Trust with respect to any REO Property that might (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of section 860G(a)(8) of the Code or (ii) result in the receipt by any related REMIC of any "income from non-non- permitted assets" within the meaning of section 860F(a)(2) of the Code or any "net income from foreclosure property" within the meaning of section 860G(c)(2) of the Code, both of which types of income are subject to tax under the REMIC Provisions, unless the Trustee has received an Opinion of Counsel at the Trust's expense (the costs of which shall be recoverable out of the applicable Certificate Account), to the effect that, under the REMIC Provisions and any relevant proposed legislation, any income generated for any related REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. Without limiting the generality of the foregoing, the Servicer shall not: (i1) enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii2) permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (iii3) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of section 856(e)(4)(B) of the Code; or (iv4) Directly Operate, or allow any other Person (other than an Independent Contractor) to Directly Operate, any REO Property on any date more than 90 days after its acquisition date; unless, in any such case, the Servicer has requested and received the Opinion of Counsel described in the preceding sentence, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (i) The Servicer shall not acquire any personal property relating to any Asset (other than the related Manufactured Home in connection with a Contract) pursuant to this Section 3.09 unless either: (1) such personal property is incident to real property (or to the related Manufactured Home, in the case of a Contract) (within the meaning of section 856(e)(1) of the Code) so acquired by the Servicer; or (2) the Servicer shall have requested and received an Opinion of Counsel, at the expense of the Trust (recoverable out of the Certificate Account), to the effect that the holding of such personal property by the related REMIC will not cause the imposition of a tax under the REMIC Provisions on any REMIC related to the Trust or cause any such REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.

TITLE, CONSERVATION, AND DISPOSITION OF REPO PROPERTY AND REO PROPERTY. (a) The Servicer shall maintain, protect, and insure any Repo Property or REO Property acquired pursuant to Section 3.08 hereof, on behalf of the Trust, in accordance with standard industry practice solely for the purpose of its prompt disposition and sale and with a view toward maximizing the amount of principal and interest recovered on the Assets. During any period in which the Trust holds a Repo Property or REO Property, the Servicer shall not (1) lease the Repo Property or REO Property, (2) authorize or permit any construction on the Repo Property or REO Property, other than the completion of a building or improvement thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default on the related Asset became imminent, all within the meaning of section 856(e)(4)(B) of the Code, or (3) allow the Repo Property or REO Property to be used in any trade or business conducted by the Trust. If one or more REMIC elections are made with respect to the assets of the Trust, the Servicer shall use its best efforts to dispose of such Repo Property or REO Property for its fair market value by the end of the tenth month of the third calendar year following the end of the calendar year in which the Repo Property or REO Property was acquired within 22 months after its acquisition by the Trust (the "REO Holding Period"), pursuant to the Servicer's ordinary commercial practices. If the Servicer is unable to sell such Repo Property or REO Property in the course of its ordinary commercial practices within the REO Holding Periodthat 22-month period, the Servicer shall (ai) purchase such Repo Property or REO Property at a price equal to such Repo Property's or REO Property's fair market value or (bii) auction such Repo Property or REO Property to the highest bidder in an auction reasonably designed to produce a fair price (an "Auction") that takes place within one month after the end of the REO Holding Period22-month period. If the Servicer and the Trustee either (1) receive an Opinion of Counsel indicating that, under then-current law, the REMIC may hold Repo Property or REO Property associated with a REMIC Asset for a period longer than the REO Holding Period two years without threatening the REMIC status of any related REMIC or causing the imposition of a tax upon any such REMIC or (2) the Servicer applies for and is granted an extension of the REO Holding Period such 22-month period pursuant to Code sections 860G(a)(8) and 856(e)(3) (the applicable period provided pursuant to such Opinion of Counsel or such Code section being referred to herein as an "Extended Holding Period"), upon the direction of OMI the Company or the Trustee, the Servicer shall continue to attempt to sell such Repo Property or REO Property pursuant to its ordinary commercial practices until the date two months prior to the expiration of the Extended Holding Period. If no REMIC election has been made or is to be made with respect to the assets of the Trust, the REO Holding Period 22-month period for disposing of any Repo Property or REO Property as described in the preceding two sentences shall be an eleven-month period. The Servicer shall either sell any Repo Property or REO Property remaining after such date in an Auction or purchase such Repo Property or REO Property (at the price set forth in this paragraph) before the end of the Extended Holding Period. In the event of any such sale of a Repo Property or REO Property, the Trustee shall, at the written request of the Servicer and upon being supplied with appropriate forms therefor, within five Business Days after its receipt of the proceeds of such sale or auction, instruct the Servicer to release to the purchaser the related Contract File and Servicer Contract File (in the case of a Repo Property), and the Trustee shall release to the purchaser the related Trustee Mortgage Loan File and shall instruct the Servicer to release to the purchaser the related Servicer Mortgage Loan File (in the case of a Mortgage Loan), and in any event the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the auction purchaser title to the Repo Property or REO Property, and shall deliver to such purchaser any Asset Documents relating to such Contract that are in the Trustee's possession, whereupon the Trustee shall have no further responsibility with regard to any related Asset File or Servicer File. Neither the Trustee nor the Servicer, acting on behalf of the Trust, shall provide financing from such Trust to any purchaser of a Repo Property or REO Property.month (b) In the event that title to any Real Repo Property or REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee on behalf of the Trust for the benefit of the Certificateholders. The Servicer shall, in accordance with Section 3.09(a), use its reasonable efforts to sell any Repo Property or REO Property as expeditiously as possible, but in all events within the time period, and subject to the conditions set forth in Section 3.09(a) hereof. Pursuant to its efforts to sell such Repo Property or REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such Repo Property or REO Property in the same manner and to such extent as it customarily does in connection with its own repossessed manufactured homes or mortgaged properties (as applicable), incident to its conservation and protection of the interests of the Certificateholders. (c) The Servicer shall deposit all net funds collected and received in connection with the operation of any Repo Property or REO Property in the applicable Certificate Account no later than the second Business Day following receipt of such funds. (d) The Servicer, upon the final disposition of any Repo Property or REO Property, shall be entitled to reimbursement of any related unreimbursed Advances related to the Asset for such Repo Property or REO Property as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such Repo Property or REO Property, the latter in accordance with the Sections of the related Pooling and Servicing Agreement that are entitled "Distributions" and "Limited Right of Servicer to Retain Servicing Fees from Collections." (e) The final disposition of any Repo Property or REO Property shall be carried out by the Servicer at the Repo Property's or REO Property's fair market value under the circumstances existing at the time of disposition and upon such terms and conditions as the Servicer shall deem necessary or advisable, and as are in accordance with accepted servicing practices and in accordance with Section 3.09(a) above.deem (f) The Liquidation Proceeds from the final disposition of any Repo Property or REO Property shall be deposited into the Certificate Account promptly following receipt of such Liquidation Proceeds and, subject to such withdrawals as may be permitted by Section 3.07(a) above, shall be transferred to the Distribution Account pursuant to Section 3.07(b) above. (g) The Servicer shall prepare and file reports of foreclosure and abandonment in accordance with section 6050J of the Code. (h) Notwithstanding any other provision of this Agreement, the Servicer, acting on behalf of the Trustee hereunder, shall not rent, lease, or otherwise earn income or take any action on behalf of the Trust with respect to any REO Property that might (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of section 860G(a)(8) of the Code or (ii) result in the receipt by any related REMIC of any "income from non-permitted assets" within the meaning of section 860F(a)(2) of the Code or any "net income from foreclosure property" within the meaning of section 860G(c)(2) of the Code, both of which types of income are subject to tax under the REMIC Provisions, unless the Trustee has received an Opinion of Counsel at the Trust's expense (the costs of which shall be recoverable out of the applicable Certificate Account), to the effect that, under the REMIC Provisions and any relevant proposed legislation, any income generated for any related REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. Without limiting the generality of the foregoing, the Servicer shall not: (i) enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of section 856(e)(4)(B) of the Code; or (iv) Directly Operate, or allow any other Person (other than an Independent Contractor) to Directly Operate, any REO Property on any date more than 90 days after its acquisition date; unless, in any such case, the Servicer has requested and received the Opinion of Counsel described in the preceding sentence, in which case the Servicer may take such actions as are specified in such Opinion of Counsel.; (i) The Servicer shall not acquire any personal property relating to any Asset (other than the related Manufactured Home in connection with a Contract) pursuant to this Section 3.09 unless either: (1) such personal property is incident to real property (or to the related Manufactured Home, in the case of a Contract) (within the meaning of section 856(e)(1) of the Code) so acquired by the Servicer; or (2) the Servicer shall have requested and received an Opinion of Counsel, at the expense of the Trust (recoverable out of the Certificate Account), to the effect that the holding of such personal property by the related REMIC will not cause the imposition of a tax under the REMIC Provisions on any REMIC related to the Trust or cause any such REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.

TITLE, CONSERVATION, AND DISPOSITION OF REPO PROPERTY AND REO PROPERTY. (a) The Servicer shall maintain, protect, and insure any Repo Property or REO Property acquired pursuant to Section 3.08 hereof, on behalf of the Trust, in accordance with standard industry practice solely for the purpose of its prompt disposition and sale and with a view toward maximizing the amount of principal and interest recovered on the Assets. During any period in which the Trust holds a Repo Property or REO Property, the Servicer shall not (1) lease the Repo Property or REO Property, (2) authorize or permit any construction on the Repo Property or REO Property, other than the completion of a building or improvement thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default on the related Asset became imminent, all within the meaning of section 856(e)(4)(B) of the Code, or (3) allow the Repo Property or REO Property to be used in any trade or business conducted by the Trust. If one or more REMIC elections are made with respect to the assets of the Trust, the Servicer shall use its best efforts to dispose of such Repo Property or REO Property for its fair market value by the end of the tenth month of the third calendar year following the end of the calendar year in which the Repo Property or REO Property was acquired within 12 months after its acquisition by the Trust (the "REO Holding Period"), pursuant to the Servicer's ordinary commercial practices. If the Servicer is unable to sell such Repo Property or REO Property in the course of its ordinary commercial practices within the REO Holding Periodthat 12-month period, the Servicer shall (ai) purchase such Repo Property or REO Property at a price equal to such Repo Property's or REO Property's fair market value or (bii) auction such Repo Property or REO Property to the highest bidder in an auction reasonably designed to produce a fair price (an "Auction") that takes place within one month after the end of the REO Holding Period12-month period. If the Servicer and the Trustee either (1) receive an Opinion of Counsel indicating that, under then-current law, the REMIC may hold Repo Property or REO Property associated with a REMIC Asset for a period longer than the REO Holding Period two years without threatening the REMIC status of any related REMIC or causing the imposition of a tax upon any such REMIC or (2) the Servicer applies for and is granted an extension of the REO Holding Period such 12-month period pursuant to Code sections 860G(a)(8) and 856(e)(3) (the applicable period provided pursuant to such Opinion of Counsel or such Code section being referred to herein as an "Extended Holding Period"), upon the direction of OMI the Company or the Trustee, the Servicer shall continue to attempt to sell such Repo Property or REO Property pursuant to its ordinary commercial practices until the date two months prior to the expiration of the Extended Holding Period. If no REMIC election has been made or is to be made with respect to the assets of the Trust, the REO Holding Period 12-month period for disposing of any Repo Property or REO Property as described in the preceding two sentences shall be an eleven-month period. The Servicer shall either sell any Repo Property or REO Property remaining after such date in an Auction or purchase such Repo Property or REO Property (at the price set forth in this paragraph) before the end of the Extended Holding Period. In the event of any such sale of a Repo Property or REO Property, the Trustee shall, at the written request of the Servicer and upon being supplied with appropriate forms therefor, within five Business Days after its receipt of the proceeds of such sale or auction, instruct the Servicer to release to the purchaser the related Contract File and Servicer Contract File (in the case of a Repo Property), and the Trustee shall release to the purchaser the related Trustee Mortgage Loan File and shall instruct the Servicer to release to the purchaser the related Servicer Mortgage Loan File (in the case of a Mortgage Loan), and in any event the Trustee shall execute and deliver such instruments of transfer or assignmentassignment provided to it, in each case without recourse, representation or warranty, as shall be necessary to vest in the auction purchaser title to the Repo Property or REO Property, and shall deliver to such purchaser any Asset Documents relating to such Contract that are in the Trustee's possession, whereupon the Trustee shall have no further responsibility with regard to any related Asset File or Servicer File. Neither the Trustee nor the Servicer, acting on behalf of the Trust, shall provide financing from such Trust to any purchaser of a Repo Property or REO Property. (b) In the event that title to any Real Repo Property or REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee on behalf of the Trust for the benefit of the Certificateholders. The Servicer shall, in accordance with Section 3.09(a), use its reasonable efforts to sell any Repo Property or REO Property as expeditiously as possible, but in all events within the time period, and subject to the conditions set forth in Section 3.09(a) hereof. Pursuant to its efforts to sell such Repo Property or REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such Repo Property or REO Property in the same manner and to such extent as it customarily does in connection with its own repossessed manufactured homes or mortgaged properties (as applicable), incident to its conservation and protection of the interests of the Certificateholders. (c) The Servicer shall deposit all net funds collected and received in connection with the operation of any Repo Property or REO Property in the applicable Certificate Account no later than the second Business Day following receipt of such funds. (d) The Servicer, upon the final disposition of any Repo Property or REO Property, shall be entitled to reimbursement of any related unreimbursed Advances related to the Asset for such Repo Property or REO Property as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such Repo Property or REO Property, the latter in accordance with the Sections of the related Pooling and Servicing Agreement that are entitled "Distributions" and "Limited Right of Servicer to Retain Servicing Fees from Collections." (e) The final disposition of any Repo Property or REO Property shall be carried out by the Servicer at the Repo Property's or REO Property's fair market value under the circumstances existing at the time of disposition and upon such terms and conditions as the Servicer shall deem necessary or advisable, and as are in accordance with accepted servicing practices and in accordance with Section 3.09(a) above. (f) The Liquidation Proceeds from the final disposition of any Repo Property or REO Property shall be deposited into the Certificate Account promptly following receipt of such Liquidation Proceeds and, subject to such withdrawals as may be permitted by Section 3.07(a) above, shall be transferred to the Distribution Account pursuant to Section 3.07(b) above. (g) The Servicer shall prepare and file reports of foreclosure and abandonment in accordance with section 6050J of the Code. (h) Notwithstanding any other provision of this Agreement, the Servicer, acting on behalf of the Trustee hereunder, shall not rent, lease, or otherwise earn income or take any action on behalf of the Trust with respect to any REO Property that might (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of section 860G(a)(8) of the Code or (ii) result in the receipt by any related REMIC of any "income from non-permitted assets" within the meaning of section 860F(a)(2) of the Code or any "net income from foreclosure property" within the meaning of section 860G(c)(2) of the Code, both of which types of income are subject to tax under the REMIC Provisions, unless the Trustee has received an Opinion of Counsel at the Trust's expense (the costs of which shall be recoverable out of the applicable Certificate Account), to the effect that, under the REMIC Provisions and any relevant proposed legislation, any income generated for any related REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. Without limiting the generality of the foregoing, the Servicer shall not: (i) enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of section 856(e)(4)(B) of the Code; or (iv) Directly Operate, or allow any other Person (other than an Independent Contractor) to Directly Operate, any REO Property on any date more than 90 days after its acquisition date; unless, in any such case, the Servicer has requested and received the Opinion of Counsel described in the preceding sentence, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (i) The Servicer shall not acquire any personal property relating to any Asset (other than the related Manufactured Home in connection with a Contract) pursuant to this Section 3.09 unless either: (1) such personal property is incident to real property (or to the related Manufactured Home, in the case of a Contract) (within the meaning of section 856(e)(1) of the Code) so acquired by the Servicer; or (2) the Servicer shall have requested and received an Opinion of Counsel, at the expense of the Trust (recoverable out of the Certificate Account), to the effect that the holding of such personal property by the related REMIC will not cause the imposition of a tax under the REMIC Provisions on any REMIC related to the Trust or cause any such REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.

TITLE, CONSERVATION, AND DISPOSITION OF REPO PROPERTY AND REO PROPERTY. (a) The Servicer shall maintain, protect, and insure any Repo Property or REO Property acquired pursuant to Section 3.08 hereof, on behalf of the Trust, in accordance with standard industry practice solely for the purpose of its prompt disposition and sale and with a view toward maximizing the amount of principal and interest recovered on the Assets. During any period in which the Trust holds a Repo Property or REO Property, the Servicer shall not (1) lease the Repo Property or REO Property, (2) authorize or permit any construction on the Repo Property or REO Property, other than the completion of a building or improvement thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default on the related Asset became imminent, all within the meaning of section 856(e)(4)(B) of the Code, or (3) allow the Repo Property or REO Property to be used in any trade or business conducted by the Trust. If one or more REMIC elections are made with respect to the assets of the Trust, the Servicer shall use its best efforts to dispose of such Repo Property or REO Property for its fair market value by the end of the tenth month of the third calendar year following the end of the calendar year in which the Repo Property or REO Property was acquired within 22 months after its acquisition by the Trust (the "REO Holding Period"), pursuant to the Servicer's ordinary commercial practices. If the Servicer is unable to sell such Repo Property or REO Property in the course of its ordinary commercial practices within the REO Holding Periodthat 22-month period, the Servicer shall (a) purchase such Repo Property or REO Property at a price equal to such Repo Property's or REO Property's fair market value or (b) auction such Repo Property or REO Property to the highest bidder in an auction reasonably designed to produce a fair price (an "Auction") that takes place within one month after the end of the REO Holding Period22-month period. If the Servicer and the Trustee either (1) receive an Opinion of Counsel indicating that, under then-current law, the REMIC may hold Repo Property or REO Property associated with a REMIC Asset for a period longer than the REO Holding Period two years without threatening the REMIC status of any related REMIC or causing the imposition of a tax upon any such REMIC or (2) the Servicer applies for and is granted an extension of the REO Holding Period such 22-month period pursuant to Code sections 860G(a)(8) and 856(e)(3) (the applicable period provided pursuant to such Opinion of Counsel or such Code section being referred to herein as an "Extended Holding Period"), upon the direction of OMI the Company or the Trustee, the Servicer shall continue to attempt to sell such Repo Property or REO Property pursuant to its ordinary commercial practices until the date two months prior to the expiration of the Extended Holding Period. If no REMIC election has been made or is to be made with respect to the assets of the Trust, the REO Holding Period 22-month period for disposing of any Repo Property or REO Property as described in the preceding two sentences shall be an eleven-month period. The Servicer shall either sell any Repo Property or REO Property remaining after such date in an Auction or purchase such Repo Property or REO Property (at the price set forth in this paragraph) before the end of the Extended Holding Period. In the event of any such sale of a Repo Property or REO Property, the Trustee shall, at the written request of the Servicer and upon being supplied with appropriate forms therefor, within five Business Days after its receipt of the proceeds of such sale or auction, instruct the Servicer to release to the purchaser the related Contract File and Servicer Contract File (in the case of a Repo Property), and the Trustee shall release to the purchaser the related Trustee Mortgage Loan File and shall instruct the Servicer to release to the purchaser the related Servicer Mortgage Loan File (in the case of a Mortgage Loan), and in any event the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the auction purchaser title to the Repo Property or REO Property, and shall deliver to such purchaser any Asset Documents relating to such Contract that are in the Trustee's possession, whereupon the Trustee shall have no further responsibility with regard to any related Asset File or Servicer File. Neither the Trustee nor the Servicer, acting on behalf of the Trust, shall provide financing from such Trust to any purchaser of a Repo Property or REO Property. (b) In the event that title to any Real Property or REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee for the benefit of the Certificateholders. The Servicer shall, in accordance with Section 3.09(a), use its reasonable efforts to sell any Repo Property or REO Property as expeditiously as possible, but in all events within the time period, and subject to the conditions set forth in Section 3.09(a) hereof. Pursuant to its efforts to sell such Repo Property or REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such Repo Property or REO Property in the same manner and to such extent as it customarily does in connection with its own repossessed manufactured homes or mortgaged properties (as applicable), incident to its conservation and protection of the interests of the Certificateholders. (c) The Servicer shall deposit all net funds collected and received in connection with the operation of any Repo Property or REO Property in the applicable Certificate Account no later than the second Business Day following receipt of such funds. (d) The Servicer, upon the final disposition of any Repo Property or REO Property, shall be entitled to reimbursement of any related unreimbursed Advances related to the Asset for such Repo Property or REO Property as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such Repo Property or REO Property, the latter in accordance with the Sections of the related Pooling and Servicing Agreement that are entitled "Distributions" and "Limited Right of Servicer to Retain Servicing Fees from Collections." (e) The final disposition of any Repo Property or REO Property shall be carried out by the Servicer at the Repo Property's or REO Property's fair market value under the circumstances existing at the time of disposition and upon such terms and conditions as the Servicer shall deem necessary or advisable, and as are in accordance with accepted servicing practices and in accordance with Section 3.09(a) above. (f) The Liquidation Proceeds from the final disposition of any Repo Property or REO Property shall be deposited into the Certificate Account promptly following receipt of such Liquidation Proceeds and, subject to such withdrawals as may be permitted by Section 3.07(a) above, shall be transferred to the Distribution Account pursuant to Section 3.07(b) above. (g) The Servicer shall prepare and file reports of foreclosure and abandonment in accordance with section 6050J of the Code. (h) Notwithstanding any other provision of this Agreement, the Servicer, acting on behalf of the Trustee hereunder, shall not rent, lease, or otherwise earn income or take any action on behalf of the Trust with respect to any REO Property that might (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of section 860G(a)(8) of the Code or (ii) result in the receipt by any related REMIC of any "income from non-permitted assets" within the meaning of section 860F(a)(2) of the Code or any "net income from foreclosure property" within the meaning of section 860G(c)(2) of the Code, both of which types of income are subject to tax under the REMIC Provisions, unless the Trustee has received an Opinion of Counsel at the Trust's expense (the costs of which shall be recoverable out of the applicable Certificate Account), to the effect that, under the REMIC Provisions and any relevant proposed legislation, any income generated for any related REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. Without limiting the generality of the foregoing, the Servicer shall not: (i) enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of section 856(e)(4)(B) of the -45- Code; or (iv) Directly Operate, or allow any other Person (other than an Independent Contractor) to Directly Operate, any REO Property on any date more than 90 days after its acquisition date; unless, in any such case, the Servicer has requested and received the Opinion of Counsel described in the preceding sentence, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (i) The Servicer shall not acquire any personal property relating to any Asset (other than the related Manufactured Home in connection with a Contract) pursuant to this Section 3.09 unless either: (1) such personal property is incident to real property (or to the related Manufactured Home, in the case of a Contract) (within the meaning of section 856(e)(1) of the Code) so acquired by the Servicer; or (2) the Servicer shall have requested and received an Opinion of Counsel, at the expense of the Trust (recoverable out of the Certificate Account), to the effect that the holding of such personal property by the related REMIC will not cause the imposition of a tax under the REMIC Provisions on any REMIC related to the Trust or cause any such REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.

TITLE, CONSERVATION, AND DISPOSITION OF REPO PROPERTY AND REO PROPERTY. (a) The Servicer shall maintain, protect, and insure any Repo Property or REO Property acquired pursuant to Section 3.08 hereof, on behalf of the Trust, in accordance with standard industry practice solely for the purpose of its prompt disposition and sale and with a view toward maximizing the amount of principal and interest recovered on the Assets. During any period in which the Trust holds a Repo Property or REO Property, the Servicer shall not (1) lease the Repo Property or REO Property, (2) authorize or permit any construction on the Repo Property or REO Property, other than the completion of a building or improvement thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default on the related Asset became imminent, all within the meaning of section 856(e)(4)(B) of the Code, or (3) allow the Repo Property or REO Property to be used in any trade or business conducted by the Trust. If one or more REMIC elections are made with respect to the assets of the Trust, the Servicer shall use its best efforts to dispose of such Repo Property or REO Property for its fair market value by the end of the tenth month of the third calendar year following the end of the calendar year in which the Repo Property or REO Property was acquired within 12 months after its acquisition by the Trust (the "REO Holding Period"), pursuant to the Servicer's ordinary commercial practices. If the Servicer is unable to sell such Repo Property or REO Property in the course of its ordinary commercial practices within the REO Holding Periodthat 12-month period, the Servicer shall (ai) purchase such Repo Property or REO Property at a price equal to such Repo Property's or REO Property's fair market value or (bii) auction such Repo Property or REO Property to the highest bidder in an auction reasonably designed to produce a fair price (an "Auction") that takes place within one month after the end of the REO Holding Period12-month period. If the Servicer and the Trustee either (1) receive an Opinion of Counsel indicating that, under then-current law, the REMIC may hold Repo Property or REO Property associated with a REMIC Asset for a period longer than the REO Holding Period two years without threatening the REMIC status of any related REMIC or causing the imposition of a tax upon any such REMIC or (2) the Servicer applies for and is granted an extension of the REO Holding Period such 12-month period pursuant to Code sections 860G(a)(8) and 856(e)(3) (the applicable period provided pursuant to such Opinion of Counsel or such Code section being referred to herein as an "Extended Holding Period"), upon the direction of OMI the Company or the Trustee, the Servicer shall continue to attempt to sell such Repo Property or REO Property pursuant to its ordinary commercial practices until the date two months prior to the expiration of the Extended Holding Period. If no REMIC election has been made or is to be made with respect to the assets of the Trust, the REO Holding Period 12-month period for disposing of any Repo Property or REO Property as described in the preceding two sentences shall be an eleven-month period. The Servicer shall either sell any Repo Property or REO Property remaining after such date in an Auction or purchase such Repo Property or REO Property (at the price set forth in this paragraph) before the end of the Extended Holding Period. In the event of any such sale of a Repo Property or REO Property, the Trustee shall, at the written request of the Servicer and upon being supplied with appropriate forms therefor, within five Business Days after its receipt of the proceeds of such sale or auction, instruct the Servicer to release to the purchaser the related Contract File and Servicer Contract File (in the case of a Repo Property), and the Trustee shall release to the purchaser the related Trustee Mortgage Loan File and shall instruct the Servicer to release to the purchaser the related Servicer Mortgage Loan File (in the case of a Mortgage Loan), and in any event the Trustee shall execute and deliver such instruments of transfer or assignmentassignment provided to it, in each case without recourse, representation or warranty, as shall be necessary to vest in the auction purchaser title to the Repo Property or REO Property, and shall deliver to such purchaser any Asset Documents relating to such Contract that are in the Trustee's possession, whereupon the Trustee shall have no further responsibility with regard to any related Asset File or Servicer File. Neither the Trustee nor the Servicer, acting on behalf of the Trust, shall provide financing from such Trust to any purchaser of a Repo Property or REO Property. (b) In the event that title to any Real Repo Property or REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee on behalf of the Trust for the benefit of the Certificateholders. The Servicer shall, in accordance with Section 3.09(a), use its reasonable efforts to sell any Repo Property or REO Property as expeditiously as possible, but in all events within the time period, and subject to the conditions set forth in Section 3.09(a) hereof. Pursuant to its efforts to sell such Repo Property or REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such Repo Property or REO Property in the same manner and to such extent as it customarily does in connection with its own repossessed manufactured homes or mortgaged properties (as applicable), incident to its conservation and protection of the interests of the Certificateholders. (c) The Servicer shall deposit all net funds collected and received in connection with the operation of any Repo Property or REO Property in the applicable Certificate Account no later than the second Business Day following receipt of such funds. (d) The Servicer, upon the final disposition of any Repo Property or REO Property, shall be entitled to reimbursement of any related unreimbursed Advances related to the Asset for such Repo Property or REO Property as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such Repo Property or REO Property, the latter in accordance with the Sections of the related Pooling and Servicing Agreement that are entitled "Distributions" and "Limited Right of Servicer to Retain Servicing Fees from Collections." (e) The final disposition of any Repo Property or REO Property shall be carried out by the Servicer at the Repo Property's or REO Property's fair market value under the circumstances existing at the time of disposition and upon such terms and conditions as the Servicer shall deem necessary or advisable, and as are in accordance with accepted servicing practices and in accordance with Section 3.09(a) above. (f) The Liquidation Proceeds from the final disposition of any Repo Property or REO Property shall be deposited into the Certificate Account promptly following receipt of such Liquidation Proceeds and, subject to such withdrawals as may be permitted by Section 3.07(a) above, shall be transferred to the Distribution Account pursuant to Section 3.07(b) above. (g) The Servicer shall prepare and file reports of foreclosure and abandonment in accordance with section 6050J of the Code. (h) Notwithstanding any other provision of this Agreement, the Servicer, acting on behalf of the Trustee hereunder, shall not rent, lease, or otherwise earn income or take any action on behalf of the Trust with respect to any REO Property that might (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of section 860G(a)(8) of the Code or (ii) result in the receipt by any related REMIC of any "income from non-permitted assets" within the meaning of section 860F(a)(2) of the Code or any "net income from foreclosure property" within the meaning of section 860G(c)(2) of the Code, both of which types of income are subject to tax under the REMIC Provisions, unless the Trustee has received an Opinion of Counsel at the Trust's expense (the costs of which shall be recoverable out of the applicable Certificate Account), to the effect that, under the REMIC Provisions and any relevant proposed legislation, any income generated for any related REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. Without limiting the generality of the foregoing, the Servicer shall not: (i) enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of section 856(e)(4)(B) of the Code; or (iv) Directly Operate, or allow any other Person (other than an Independent Contractor) to Directly Operate, any REO Property on any date more than 90 days after its acquisition date; unless, in any such case, the Servicer has requested and received the Opinion of Counsel described in the preceding sentence, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (i) The Servicer shall not acquire any personal property relating to any Asset (other than the related Manufactured Home in connection with a Contract) pursuant to this Section 3.09 unless either: (1) such personal property is incident to real property (or to the related Manufactured Home, in the case of a Contract) (within the meaning of section 856(e)(1) of the Code) so acquired by the Servicer; or (2) the Servicer shall have requested and received an Opinion of Counsel, at the expense of the Trust (recoverable out of the Certificate Account), to the effect that the holding of such personal property by the related REMIC will not cause the imposition of a tax under the REMIC Provisions on any REMIC related to the Trust or cause any such REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.;

TITLE, CONSERVATION, AND DISPOSITION OF REPO PROPERTY AND REO PROPERTY. (a) The Servicer shall maintain, protect, and insure any Repo Property or REO Property acquired pursuant to Section 3.08 hereof, on behalf of the Trust, in accordance with standard industry practice solely for the purpose of its prompt disposition and sale and with a view toward maximizing the amount of principal and interest recovered on the Assets. During any period in which the Trust holds a Repo Property or REO Property, the Servicer shall not (1) lease the Repo Property or REO Property, (2) authorize or permit any construction on the Repo Property or REO Property, other than the completion of a building or improvement thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default on the related Asset became imminent, all within the meaning of section 856(e)(4)(B) of the Code, or (3) allow the Repo Property or REO Property to be used in any trade or business conducted by the Trust. If one or more REMIC elections are made with respect to the assets of the Trust, the Servicer shall use its best efforts to dispose of such Repo Property or REO Property for its fair market value by the end of the tenth month of the third calendar year following the end of the calendar year in which the Repo Property or REO Property was acquired within 22 months after its acquisition by the Trust (the "REO Holding Period"), pursuant to the Servicer's ordinary commercial practices. If the Servicer is unable to sell such Repo Property or REO Property in the course of its ordinary commercial practices within the REO Holding Periodthat 22-month period, the Servicer shall (a) purchase such Repo Property or REO Property at a price equal to such Repo Property's or REO Property's fair market value or (b) auction such Repo Property or REO Property to the highest bidder in an auction reasonably designed to produce a fair price (an "Auction") that takes place within one month after the end of the REO Holding Period22-month period. If the Servicer and the Trustee either (1) receive an Opinion of Counsel indicating that, under then-current law, the REMIC may hold Repo Property or REO Property associated with a REMIC Asset for a period longer than the REO Holding Period two years without threatening the REMIC status of any related REMIC or causing the imposition of a tax upon any such REMIC or (2) the Servicer applies for and is granted an extension of the REO Holding Period such 22-month period pursuant to Code sections 860G(a)(8) and 856(e)(3) (the applicable period provided pursuant to such Opinion of Counsel or such Code section being referred to herein as an "Extended Holding Period"), upon the direction of OMI the Company or the Trustee, the Servicer shall continue to attempt to sell such Repo Property or REO Property pursuant to its ordinary commercial practices until the date two months prior to the expiration of the Extended Holding Period. If no REMIC election has been made or is to be made with respect to the assets of the Trust, the REO Holding Period 22-month period for disposing of any Repo Property or REO Property as described in the preceding two sentences shall be an eleven-month period. The Servicer shall either sell any Repo Property or REO Property remaining after such date in an Auction or purchase such Repo Property or REO Property (at the price set forth in this paragraph) before the end of the Extended Holding Period. In the event of any such sale of a Repo Property or REO Property, the Trustee shall, at the written request of the Servicer and upon being supplied with appropriate forms therefor, within five Business Days after its receipt of the proceeds of such sale or auction, instruct the Servicer to release to the purchaser the related Contract File and Servicer Contract File (in the case of a Repo Property), and the Trustee shall release to the purchaser the related Trustee Mortgage Loan File and shall instruct the Servicer to release to the purchaser the related Servicer Mortgage Loan File (in the case of a Mortgage Loan), and in any event the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the auction purchaser title to the Repo Property or REO Property, and shall deliver to such purchaser any Asset Documents relating to such Contract that are in the Trustee's possession, whereupon the Trustee shall have no further responsibility with regard to any related Asset File or Servicer File. Neither the Trustee nor the Servicer, acting on behalf of the Trust, shall provide financing from such Trust to any purchaser of a Repo Property or REO Property.the (b) In the event that title to any Real Property or REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee for the benefit of the Certificateholders. The Servicer shall, in accordance with Section 3.09(a), use its reasonable efforts to sell any Repo Property or REO Property as expeditiously as possible, but in all events within the time period, and subject to the conditions set forth in Section 3.09(a) hereof. Pursuant to its efforts to sell such Repo Property or REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such Repo Property or REO Property in the same manner and to such extent as it customarily does in connection with its own repossessed manufactured homes or mortgaged properties (as applicable), incident to its conservation and protection of the interests of the Certificateholders. (c) The Servicer shall deposit all net funds collected and received in connection with the operation of any Repo Property or REO Property in the applicable Certificate Account no later than the second Business Day following receipt of such funds. (d) The Servicer, upon the final disposition of any Repo Property or REO Property, shall be entitled to reimbursement of any related unreimbursed Advances related to the Asset for such Repo Property or REO Property as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such Repo Property or REO Property, the latter in accordance with the Sections of the related Pooling and Servicing Agreement that are entitled "Distributions" and "Limited Right of Servicer to Retain Servicing Fees from Collections." (e) The final disposition of any Repo Property or REO Property shall be carried out by the Servicer at the Repo Property's or REO Property's fair market value under the circumstances existing at the time of disposition and upon such terms and conditions as the Servicer shall deem necessary or advisable, and as are in accordance with accepted servicing practices and in accordance with Section 3.09(a) above. (f) The Liquidation Proceeds from the final disposition of any Repo Property or REO Property shall be deposited into the Certificate Account promptly following receipt of such Liquidation Proceeds and, subject to such withdrawals as may be permitted by Section 3.07(a) above, shall be transferred to the Distribution Account pursuant to Section 3.07(b) above. (g) The Servicer shall prepare and file reports of foreclosure and abandonment in accordance with section 6050J of the Code. (h) Notwithstanding any other provision of this Agreement, the Servicer, acting on behalf of the Trustee hereunder, shall not rent, lease, or otherwise earn income or take any action on behalf of the Trust with respect to any REO Property that might (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of section 860G(a)(8) of the Code or (ii) result in the receipt by any related REMIC of any "income from non-permitted assets" within the meaning of section 860F(a)(2) of the Code or any "net income from foreclosure property" within the meaning of section 860G(c)(2) of the Code, both of which types of income are subject to tax under the REMIC Provisions, unless the Trustee has received an Opinion of Counsel at the Trust's expense (the costs of which shall be recoverable out of the applicable Certificate Account), to the effect that, under the REMIC Provisions and any relevant proposed legislation, any income generated for any related REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. Without limiting the generality of the foregoing, the Servicer shall not: (i) enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of section 856(e)(4)(B) of the Code; or (iv) Directly Operate, or allow any other Person (other than an Independent Contractor) to Directly Operate, any REO Property on any date more than 90 days after its acquisition date; unless, in any such case, the Servicer has requested and received the Opinion of Counsel described in the preceding sentence, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (i) The Servicer shall not acquire any personal property relating to any Asset (other than the related Manufactured Home in connection with a Contract) pursuant to this Section 3.09 unless either: (1) such personal property is incident to real property (or to the related Manufactured Home, in the case of a Contract) (within the meaning of section 856(e)(1) of the Code) so acquired by the Servicer; or (2) the Servicer shall have requested and received an Opinion of Counsel, at the expense of the Trust (recoverable out of the Certificate Account), to the effect that the holding of such personal property by the related REMIC will not cause the imposition of a tax under the REMIC Provisions on any REMIC related to the Trust or cause any such REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.

TITLE, CONSERVATION, AND DISPOSITION OF REPO PROPERTY AND REO PROPERTY. (a) The Servicer shall maintain, protect, and insure any Repo Property or REO Property acquired pursuant to Section 3.08 hereof, on behalf of the Trust, in accordance with standard industry practice solely for the purpose of its prompt disposition and sale and with a view toward maximizing the amount of principal and interest recovered on the Assets. During any period in which the Trust holds a Repo Property or REO Property, the Servicer shall not (1) lease the Repo -50- 56 Property or REO Property, (2) authorize or permit any construction on the Repo Property or REO Property, other than the completion of a building or improvement thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default on the related Asset became imminent, all within the meaning of section 856(e)(4)(B) of the Code, or (3) allow the Repo Property or REO Property to be used in any trade or business conducted by the Trust. If one or more REMIC elections are made with respect to the assets of the Trust, the Servicer shall use its best efforts to dispose of such Repo Property or REO Property for its fair market value by the end of the tenth month of the third calendar year following the end of the calendar year in which the Repo Property or REO Property was acquired within 22 months after its acquisition by the Trust (the "REO Holding Period"), pursuant to the Servicer's ordinary commercial practices. If the Servicer is unable to sell such Repo Property or REO Property in the course of its ordinary commercial practices within the REO Holding Periodthat 22-month period, the Servicer shall (ai) purchase such Repo Property or REO Property at a price equal to such Repo Property's or REO Property's fair market value or (bii) auction such Repo Property or REO Property to the highest bidder in an auction reasonably designed to produce a fair price (an "Auction") that takes place within one month after the end of the REO Holding Period22-month period. If the Servicer and the Trustee either (1) receive an Opinion of Counsel indicating that, under then-current law, the REMIC may hold Repo Property or REO Property associated with a REMIC Asset for a period longer than the REO Holding Period two years without threatening the REMIC status of any related REMIC or causing the imposition of a tax upon any such REMIC or (2) the Servicer applies for and is granted an extension of the REO Holding Period such 22-month period pursuant to Code sections 860G(a)(8) and 856(e)(3) (the applicable period provided pursuant to such Opinion of Counsel or such Code section being referred to herein as an "Extended Holding Period"), upon the direction of OMI the Company or the Trustee, the Servicer shall continue to attempt to sell such Repo Property or REO Property pursuant to its ordinary commercial practices until the date two months prior to the expiration of the Extended Holding Period. If no REMIC election has been made or is to be made with respect to the assets of the Trust, the REO Holding Period 22-month period for disposing of any Repo Property or REO Property as described in the preceding two sentences shall be an eleven-month period. The Servicer shall either sell any Repo Property or REO Property remaining after such date in an Auction or purchase such Repo Property or REO Property (at the price set forth in this paragraph) before the end of the Extended Holding Period. In the event of any such sale of a Repo Property or REO Property, the Trustee shall, at the written request of the Servicer and upon being supplied with appropriate forms therefor, within five Business Days after its receipt of the proceeds of such sale or auction, instruct the Servicer to release to the purchaser the related Contract File and Servicer Contract File (in the case of a Repo Property), and the Trustee shall release to the purchaser the related Trustee Mortgage Loan File and shall instruct the Servicer to release to the purchaser the related Servicer Mortgage Loan File (in the case of a Mortgage Loan), and in any event the Trustee shall execute and deliver such instruments of transfer or assignmentassignment provided to it, in each case without recourse, representation or warranty, as shall be necessary to vest in the auction purchaser title to the Repo Property or REO Property, and shall deliver to such purchaser any Asset Documents relating to such Contract that are in the Trustee's possession, whereupon the Trustee shall have no further responsibility with regard to any related Asset File or Servicer File. Neither the Trustee nor the Servicer, acting on behalf of the Trust, shall provide financing from such Trust to any purchaser of a Repo Property or REO Property. (b) In the event that title to any Real Repo Property or REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee on behalf of the Trust for the benefit of the Certificateholders. The Servicer shall, in accordance with Section 3.09(a), use its reasonable efforts to sell any Repo Property or REO Property as expeditiously as possible, but in all events within the time period, and subject to the conditions set forth in Section 3.09(a) hereof. Pursuant to its efforts to sell such Repo Property or REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such Repo Property or REO Property in the same manner and to such extent as it customarily does in connection with its own repossessed manufactured homes or mortgaged properties (as applicable), incident to its conservation and protection of the interests of the Certificateholders. (c) The Servicer shall deposit all net funds collected and received in connection with the operation of any Repo Property or REO Property in the applicable Certificate Account no later than the second Business Day following receipt of such funds. (d) The Servicer, upon the final disposition of any Repo Property or REO Property, shall be entitled to reimbursement of any related unreimbursed Advances related to the Asset for such Repo Property or REO Property as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such Repo Property or REO Property, the latter in accordance with the Sections of the related Pooling and Servicing Agreement that are entitled "Distributions" and "Limited Right of Servicer to Retain Servicing Fees from Collections." (e) The final disposition of any Repo Property or REO Property shall be carried out by the Servicer at the Repo Property's or REO Property's fair market value under the circumstances existing at the time of disposition and upon such terms and conditions as the Servicer shall deem necessary or advisable, and as are in accordance with accepted servicing practices and in accordance with Section 3.09(a) above. (f) The Liquidation Proceeds from the final disposition of any Repo Property or REO Property shall be deposited into the Certificate Account promptly following receipt of such Liquidation Proceeds and, subject to such withdrawals as may be permitted by Section 3.07(a) above, shall be transferred to the Distribution Account pursuant to Section 3.07(b) above. (g) The Servicer shall prepare and file reports of foreclosure and abandonment in accordance with section 6050J of the Code. (h) Notwithstanding any other provision of this Agreement, the Servicer, acting on behalf of the Trustee hereunder, shall not rent, lease, or otherwise earn income or take any action on behalf of the Trust with respect to any REO Property that might (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of section 860G(a)(8) of the Code or (ii) result in the receipt by any related REMIC of any "income from non-permitted assets" within the meaning of section 860F(a)(2) of the Code or any "net income from foreclosure property" within the meaning of section 860G(c)(2) of the Code, both of which types of income are subject to tax under the -52- 58 REMIC Provisions, unless the Trustee has received an Opinion of Counsel at the Trust's expense (the costs of which shall be recoverable out of the applicable Certificate Account), to the effect that, under the REMIC Provisions and any relevant proposed legislation, any income generated for any related REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. Without limiting the generality of the foregoing, the Servicer shall not: (i) enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of section 856(e)(4)(B) of the Code; or (iv) Directly Operate, or allow any other Person (other than an Independent Contractor) to Directly Operate, any REO Property on any date more than 90 days after its acquisition date; unless, in any such case, the Servicer has requested and received the Opinion of Counsel described in the preceding sentence, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (i) The Servicer shall not acquire any personal property relating to any Asset (other than the related Manufactured Home in connection with a Contract) pursuant to this Section 3.09 unless either: (1) such personal property is incident to real property (or to the related Manufactured Home, in the case of a Contract) (within the meaning of section 856(e)(1) of the Code) so acquired by the Servicer; or (2) the Servicer shall have requested and received an Opinion of Counsel, at the expense of the Trust (recoverable out of the Certificate Account), to the effect that the holding of such personal property by the related REMIC will not cause the imposition of a tax under the REMIC Provisions on any REMIC related to the Trust or cause any such REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.