Common use of Duties of the HELOC Servicer With Respect to the Indenture Clause in Contracts

Duties of the HELOC Servicer With Respect to the Indenture. (a) The HELOC Servicer shall take all appropriate action that is the duty of the Issuer to take with respect to the following matters under the Indenture (references are to sections of the Indenture): (i) causing the preparation of the Notes (for execution by the Owner Trustee) upon their initial issuance and causing the preparation of an Issuer Request (for execution by the Owner Trustee) for delivery to the Indenture Trustee regarding authentication of the Notes (Section 2.02); (ii) causing the preparation of an Issuer Request and Officer's Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Section 8.05); (iii) causing the preparation of Issuer Requests (and executing the same on behalf of the Issuer) and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures; (iv) causing the preparation and obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Sections 8.05 and 10.01); (v) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 5.01); (vi) annual delivery of Opinions of Counsel, in accordance with Section 3.07 of the Indenture, as to the Trust Estate, and the annual delivery and execution of the Officers' Certificate (Section 3.15); (vii) causing the preparation and execution of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections 4.10 and 10.01); (viii) obtaining and preserving the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the HELOC Mortgage Loans and each other instrument and agreement included in the Trust Estate (Section 3.04). (b) In addition to the duties of the HELOC Servicer set forth above, the HELOC Servicer shall prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee or the Indenture Trustee (it being understood that in no event is the Indenture Trustee obligated to make such request or give such direction) shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In accordance with the directions of the Owner Trustee or Indenture Trustee (it being understood that in no event is the Indenture Trustee obligated to make such request or give such direction), the HELOC Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee or the Indenture Trustee (it being understood that in no event is the Indenture Trustee obligated to make such request or give such direction) and are reasonably within the capability of the HELOC Servicer.

Duties of the HELOC Servicer With Respect to the Indenture. (a) The HELOC Servicer shall take all appropriate action that is the duty of the Issuer Issuing Entity to take with respect to the following matters under the Indenture (references are to sections of the Indenture): (i) causing the preparation of the Notes (for execution by the Owner Trustee) upon their initial issuance and causing the preparation of an Issuer Issuing Entity Request (for execution by the Owner Trustee) for delivery to the Indenture Trustee Securities Administrator regarding authentication of the Notes (Section 2.02); (ii) causing the preparation of an Issuer Issuing Entity Request and Officer's ’s Certificate (and executing the same on behalf of the IssuerIssuing Entity) and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Section 8.05); (iii) causing the preparation of Issuer Issuing Entity Requests (and executing the same on behalf of the IssuerIssuing Entity) and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures; (iv) causing the preparation and obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Sections 8.05 and 10.01); (v) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 5.01); (vi) annual delivery of Opinions of Counsel, in accordance with Section 3.07 of the Indenture, as to the Trust Estate, and the annual delivery and execution of the Officers' ’ Certificate (Section 3.15); (vii) causing the preparation and execution of an Officer's ’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto with respect to any request by the Issuer Issuing Entity to the Indenture Trustee to take any action under the Indenture (Sections 4.10 and 10.01); (viii) obtaining and preserving the Issuer's Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the HELOC Mortgage Loans and each other instrument and agreement included in the Trust Estate (Section 3.04). (b) In addition to the duties of the HELOC Servicer set forth above, the HELOC Servicer shall prepare for execution by the Issuer Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer Issuing Entity to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee or the Indenture Trustee (it being understood that in no event is the Indenture Trustee obligated to make such request or give such direction) shall take all appropriate action that it is the duty of the Issuer Issuing Entity to take pursuant to the Basic Documents. In accordance with the directions of the Owner Trustee or Indenture Trustee (it being understood that in no event is the Indenture Trustee obligated to make such request or give such direction), the HELOC Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee or the Indenture Trustee (it being understood that in no event is the Indenture Trustee obligated to make such request or give such direction) and are reasonably within the capability of the HELOC Servicer.

Duties of the HELOC Servicer With Respect to the Indenture. (a) The HELOC Servicer shall take all appropriate action that is the duty of the Issuer to take with respect to the following matters under the Indenture (references are to sections of the Indenture): (i) causing the preparation of the Notes (for execution by the Owner Trustee) upon their initial issuance and causing the preparation of an Issuer Request (for execution by the Owner Trustee) for delivery to the Indenture Trustee regarding authentication of the Notes (Section 2.02); (ii) causing the preparation of an Issuer Request and Officer's ’s Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Section 8.05); (iii) causing the preparation of Issuer Requests (and executing the same on behalf of the Issuer) and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures; (iv) causing the preparation and obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Sections 8.05 and 10.01); (v) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 5.01); (vi) annual delivery of Opinions of Counsel, in accordance with Section 3.07 of the Indenture, as to the Trust Estate, and the annual delivery and execution of the Officers' ’ Certificate (Section 3.15); (vii) causing the preparation and execution of an Officer's ’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections 4.10 and 10.01); (viii) obtaining and preserving the Issuer's ’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the HELOC Mortgage Loans and each other instrument and agreement included in the Trust Estate (Section 3.04). (b) In addition to the duties of the HELOC Servicer set forth above, the HELOC Servicer shall prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee or the Indenture Trustee (it being understood that in no event is the Indenture Trustee obligated to make such request or give such direction) shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In accordance with the directions of the Owner Trustee or Indenture Trustee (it being understood that in no event is the Indenture Trustee obligated to make such request or give such direction), the HELOC Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee or the Indenture Trustee (it being understood that in no event is the Indenture Trustee obligated to make such request or give such direction) and are reasonably within the capability of the HELOC Servicer.

Duties of the HELOC Servicer With Respect to the Indenture. (a) The HELOC Servicer Subservicer shall take all appropriate action that is the duty of the Issuer to take with respect to the following matters under the Indenture (references are to sections of the Indenture): (i) causing the preparation of the Notes (for execution by the Owner Trustee) upon their initial issuance and causing the preparation of an Issuer Request (for execution by the Owner Trustee) for delivery to the Indenture Trustee regarding authentication of the Notes (Section 2.02); (ii) causing the preparation of an Issuer Request and Officer's ’s Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Section 8.05); (iii) causing the preparation of Issuer Requests (and executing the same on behalf of the Issuer) and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures; (iv) causing the preparation and obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Sections 8.05 and 10.01); (v) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 5.01); (vi) annual delivery of Opinions of Counsel, in accordance with Section 3.07 of the Indenture, as to the Trust Estate, and the annual delivery and execution of the Officers' ’ Certificate (Section 3.15); (vii) causing the preparation and execution of an Officer's ’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections 4.10 and 10.01); (viii) obtaining and preserving the Issuer's ’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the HELOC Mortgage Loans and each other instrument and agreement included in the Trust Estate (Section 3.04). (b) In addition to the duties of the HELOC Servicer Subservicer set forth above, the HELOC Servicer Subservicer shall prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee or the Indenture Trustee (it being understood that in no event is the Indenture Trustee obligated to make such request or give such direction) shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In accordance with the directions of the Owner Trustee or Indenture Trustee (it being understood that in no event is the Indenture Trustee obligated to make such request or give such direction), the HELOC Servicer Subservicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee or the Indenture Trustee (it being understood that in no event is the Indenture Trustee obligated to make such request or give such direction) and are reasonably within the capability of the HELOC ServicerSubservicer.