Common use of Matters Relating to MERS Loans Clause in Contracts

Matters Relating to MERS Loans. The Servicer further is authorized and empowered by the Trust and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the subservicer, when the Servicer believes it appropriate in its best judgment to register any HELOC on the MERS System, or cause the removal from the registration of any HELOC on the MERS System, to execute and deliver, on behalf of the Trust, the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust and its successors and assigns. In connection with the sale and assignment of any MERS Mortgage Loan by the Depositor to the Issuer, the Depositor agrees that it will cause, at the Depositor’s expense, the MERS System to indicate that a security interest in such HELOCs have been assigned by the Depositor to Issuer and from the Issuer to the Indenture Trustee in accordance with the Indenture for the benefit of Securityholders by including (or deleting, in the case of HELOCs which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS System to identify the series of the Notes issued in connection with such HELOCs. The Depositor further agrees that it will not, and will not permit the Originator or the Servicer to, and the Originator and the Servicer agree that they will not, alter the information referenced in this paragraph with respect to any HELOC during the term of this Agreement unless and until such HELOC is repurchased in accordance with the terms of this Agreement. If at any time pursuant to Section 2.03 or Section 2.05 the Originator repurchases a HELOC that is a MERS Mortgage Loan, the Servicer shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Originator and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS System the Originator (or any party indicated by the Originator) as the beneficial holder of such HELOC. In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the HELOCs that are registered with MERS, or (ii) the predecessor Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trust and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such HELOC or servicing of such HELOC on the MERS System to the successor Servicer or (y) in causing MERS to designate on the MERS System the successor Servicer as the servicer of such HELOC.

Matters Relating to MERS Loans. The Servicer further is authorized and empowered by the Trust and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the subservicer, when the Servicer believes it appropriate in its best judgment to register any HELOC Mortgage Loan on the MERS System, or cause the removal from the registration of any HELOC Mortgage Loan on the MERS System, to execute and deliver, on behalf of the Trust, the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust and its successors and assigns. In connection with the sale and assignment of any MERS Mortgage Loan by the Depositor to the Issuer, the Depositor agrees that it will cause, at the Depositor’s 's expense, the MERS System to indicate that a security interest in such HELOCs Mortgage Loans have been assigned by the Depositor to Issuer and from the Issuer to the Indenture Trustee in accordance with the Indenture for the benefit of Securityholders by including (or deleting, in the case of HELOCs Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS System to identify the series of the Notes issued in connection with such HELOCsMortgage Loans. The Depositor further agrees that it will not, and will not permit the Originator Seller or the Servicer to, and the Originator Seller and the Servicer agree that they will not, alter the information referenced in this paragraph with respect to any HELOC Mortgage Loan during the term of this Agreement unless and until such HELOC Mortgage Loan is repurchased in accordance with the terms of this Agreement. If at any time pursuant to Section 2.03 or Section 2.05 2.06 the Originator Seller repurchases a HELOC Mortgage Loan that is a MERS Mortgage Loan, the Servicer shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Originator Seller and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS’ ' rules and regulations or (ii) cause MERS to designate on the MERS System the Originator Seller (or any party indicated by the OriginatorSeller) as the beneficial holder of such HELOCMortgage Loan. In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the HELOCs Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trust and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such HELOC Mortgage Loan or servicing of such HELOC Mortgage Loan on the MERS System to the successor Servicer or (y) in causing MERS to designate on the MERS System the successor Servicer as the servicer of such HELOCMortgage Loan.

Matters Relating to MERS Loans. The Servicer further is authorized and empowered by the Trust and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the subservicer, when the Servicer believes it appropriate in its best judgment to register any HELOC Mortgage Loan on the MERS System, or cause the removal from the registration of any HELOC Mortgage Loan on the MERS System, to execute and deliver, on behalf of the Trust, the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust and its successors and assigns. In connection with the sale and assignment of any MERS Mortgage Loan by the Depositor to the IssuerIssuing Entity, the Depositor agrees that it will cause, at the Depositor’s 's expense, the MERS System to indicate that a security interest in such HELOCs Mortgage Loans have been assigned by the Depositor to Issuer Issuing Entity and from the Issuer Issuing Entity to the Indenture Trustee in accordance with the Indenture for the benefit of Securityholders by including (or deleting, in the case of HELOCs Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS System to identify the series of the Notes issued in connection with such HELOCsMortgage Loans. The Depositor further agrees that it will not, and will not permit the Originator Seller or the Servicer to, and the Originator Seller and the Servicer agree that they will not, alter the information referenced in this paragraph with respect to any HELOC Mortgage Loan during the term of this Agreement unless and until such HELOC Mortgage Loan is repurchased in accordance with the terms of this Agreement. If at any time pursuant to Section 2.03 or Section 2.05 2.06 the Originator Seller repurchases a HELOC Mortgage Loan that is a MERS Mortgage Loan, the Servicer shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Originator Seller and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS’ ' rules and regulations or (ii) cause MERS to designate on the MERS System the Originator Seller (or any party indicated by the OriginatorSeller) as the beneficial holder of such HELOCMortgage Loan. In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the HELOCs Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trust and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such HELOC Mortgage Loan or servicing of such HELOC Mortgage Loan on the MERS System to the successor Servicer or (y) in causing MERS to designate on the MERS System the successor Servicer as the servicer of such HELOCMortgage Loan.

Matters Relating to MERS Loans. The Servicer further is authorized and empowered by the Trust and the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee, in its own name or in the name of the subservicer, when the Servicer believes it appropriate in its best judgment to register any HELOC Mortgage Loan on the MERS System, or cause the removal from the registration of any HELOC Mortgage Loan on the MERS System, to execute and deliver, on behalf of the Trust, the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust and its successors and assigns. In connection with the sale and assignment of any MERS Mortgage Loan by the Depositor to the Issuer, the Depositor agrees that it will cause, at the Depositor’s expense, the MERS System to indicate that a security interest in such HELOCs Mortgage Loans have been assigned by the Depositor to Issuer and from the Issuer to the Indenture Trustee in accordance with the Indenture for the benefit of Securityholders by including (or deleting, in the case of HELOCs Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS System to identify the series of the Notes issued in connection with such HELOCsMortgage Loans. The Depositor further agrees that it will not, and will not permit the Originator Seller or the Servicer to, and the Originator Seller and the Servicer agree that they will not, alter the information referenced in this paragraph with respect to any HELOC Mortgage Loan during the term of this Agreement unless and until such HELOC Mortgage Loan is repurchased in accordance with the terms of this Agreement. If at any time pursuant to Section 2.03 or Section 2.05 2.06 the Originator Seller repurchases a HELOC Mortgage Loan that is a MERS Mortgage Loan, the Servicer shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Originator Seller and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS System the Originator Seller (or any party indicated by the OriginatorSeller) as the beneficial holder of such HELOCMortgage Loan. In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the HELOCs Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trust and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such HELOC Mortgage Loan or servicing of such HELOC Mortgage Loan on the MERS System to the successor Servicer or (y) in causing MERS to designate on the MERS System the successor Servicer as the servicer of such HELOCMortgage Loan.

Matters Relating to MERS Loans. The Servicer further is authorized and empowered by the Trust Issuing Entity and the Indenture Trustee, on behalf of the Noteholders Noteholders, the Note Insurer and the Indenture Trustee, in its own name or in the name of the subservicer, when the Servicer believes it appropriate in its best judgment to register any HELOC on the MERS System, or cause the removal from the registration of any HELOC on the MERS System, to execute and deliver, on behalf of the TrustIssuing Entity, the Indenture Trustee and the Noteholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trust Issuing Entity and its successors and assigns. In connection with the sale and assignment of any MERS Mortgage Loan by the Depositor to the IssuerIssuing Entity, the Depositor agrees that it will cause, at the Depositor’s expense, the MERS System to indicate that a security interest in such HELOCs have been assigned by the Depositor to Issuer Issuing Entity and from the Issuer Issuing Entity to the Indenture Trustee in accordance with the Indenture for the benefit of Securityholders and the Note Insurer by including (or deleting, in the case of HELOCs which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS System to identify the series of the Notes issued in connection with such HELOCs. The Depositor further agrees that it will not, and will not permit the Originator Original Loan Seller or the Servicer to, and the Originator Original Loan Seller and the Servicer agree that they will not, alter the information referenced in this paragraph with respect to any HELOC during the term of this Agreement unless and until such HELOC is repurchased in accordance with the terms of this Agreement. If at any time pursuant to Section 2.03 or Section 2.05 the Originator Original Loan Seller repurchases a HELOC that is a MERS Mortgage Loan, the Servicer shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Originator Original Loan Seller and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS System the Originator Original Loan Seller (or any party indicated by the OriginatorOriginal Loan Seller) as the beneficial holder of such HELOC. In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the HELOCs that are registered with MERS, or (ii) the predecessor Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trust Issuing Entity and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such HELOC or servicing of such HELOC on the MERS System to the successor Servicer or (y) in causing MERS to designate on the MERS System the successor Servicer as the servicer of such HELOC.