Common use of Cooperation Procedures Clause in Contracts

Cooperation Procedures. The Seller shall, in connection with the delivery of each Qualified Replacement Mortgage to the Custodian, on behalf of the Indenture Trustee, provide the Indenture Trustee with information set forth in the Schedules of Home Equity Loans with respect to such Qualified Replacement Mortgage. (a) The Seller, the Depositor, the Servicer and the Indenture Trustee covenant to provide each other with all data and information required to be provided by them hereunder at the times required hereunder, and additionally covenant reasonably to cooperate with each other in providing any additional information required to be obtained by any of them in connection with their respective duties hereunder. (b) The Servicer shall maintain such accurate and complete accounts, records and computer systems pertaining to each Mortgage File as shall enable it and the Indenture Trustee to comply with this Agreement. In performing its record-keeping duties the Servicer shall act in accordance with the servicing standards set forth in this Agreement. The Servicer shall conduct, or cause to be conducted, periodic audits of its accounts, records and computer systems as set forth in Sections 3.13 and 3.14 hereof. The Servicer shall promptly report to the Indenture Trustee any failure on its part to maintain its accounts, records and computer systems herein provided and promptly take appropriate action to remedy any such failure. (c) The Seller further confirms to the Indenture Trustee that it has caused the portions of the electronic ledger relating to the Home Equity Loans to be clearly and unambiguously marked to indicate that such Home Equity Loans have been sold, transferred, assigned and conveyed through the Depositor to the Indenture Trustee and constitute part of the Trust Estate in accordance with the terms of the trust created hereunder and that the Seller will treat the transaction contemplated by such sale, transfer, assignment and conveyance as a sale for accounting purposes. Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files pursuant to Sections 2.06, 2.07 and 3.11 and the related Pool Certification and Final Certification shall be performed by the Custodian pursuant to the Custodial Agreement. The fees and expenses of the Custodian will be paid by the Servicer.

Cooperation Procedures. (a) The Seller Sponsor shall, in connection with the delivery of each Qualified Replacement Mortgage to the Custodian, on behalf of the Indenture Trustee, provide the Indenture Trustee with the information set forth in the Schedules Schedule of Home Equity Mortgage Loans with respect to such Qualified Replacement Mortgage. (ab) The Seller, the DepositorSponsor, the Servicer and the Indenture Trustee covenant to provide each other other, the Certificate Insurer and each of ▇▇▇▇▇'▇ and S&P with all data and information required to be provided by them hereunder at the times required hereunder, and additionally covenant reasonably to cooperate with each other in providing any additional information required to be obtained by any of them them, the Certificate Insurer or either ▇▇▇▇▇'▇ and S&P in connection with their respective duties hereunder. (bc) The Trustee shall have no duty hereunder with respect to any complaint, claim, demand, notice or other document it may receive or which may be alleged to have been delivered to or served upon it by third parties as a consequence of the assignment of any Mortgage Loan hereunder, and the Servicer hereby expressly releases, indemnifies and agrees to hold the Trustee harmless from any losses to the Trustee or Trust Fund resulting therefrom; provided, however, that the Trustee shall maintain use commercially reasonable efforts to deliver to the Servicer any such accurate complaint, claim, demand, notice or other document which is delivered to the Corporate Trust Office of the Trustee and complete accounts, records and computer systems contains sufficient information to enable the Trustee to identify it as pertaining to each a Mortgage File as shall enable it and the Indenture Trustee to comply with this Agreement. In performing its record-keeping duties the Servicer shall act in accordance with the servicing standards set forth in this Agreement. The Servicer shall conduct, or cause to be conducted, periodic audits of its accounts, records and computer systems as set forth in Sections 3.13 and 3.14 hereof. The Servicer shall promptly report to the Indenture Trustee any failure on its part to maintain its accounts, records and computer systems herein provided and promptly take appropriate action to remedy any such failureLoan. (cd) The Seller further confirms to the Indenture Trustee that it has caused the portions of the electronic ledger relating to the Home Equity Loans to be clearly and unambiguously marked to indicate that such Home Equity Loans have been sold, transferred, assigned and conveyed through the Depositor to the Indenture Trustee and constitute part shall file on behalf of the Trust Estate in accordance all reports required to be filed with the terms Securities and Exchange Commission or any exchange or association of the trust created hereunder and that the Seller will treat the transaction contemplated by such sale, transfer, assignment and conveyance as a sale for accounting purposes. Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files pursuant to Sections 2.06, 2.07 and 3.11 and the related Pool Certification and Final Certification shall be performed by the Custodian securities dealers pursuant to the Custodial Agreement. The fees Securities and expenses Exchange Act of the Custodian will be paid by the Servicer1934, as amended, or any rules and regulations thereunder.

Cooperation Procedures. The Seller shall, in connection with the delivery of each Qualified Replacement Mortgage to the Custodian, on behalf of the Indenture Trustee, provide the Indenture Trustee with information set forth in the Schedules of Home Equity Loans with respect to such Qualified Replacement Mortgage. (a) The Seller, the Depositor, the Servicer and the Indenture Trustee covenant to provide each other with all data and information required to be provided by them hereunder at the times required hereunder, and additionally covenant reasonably to cooperate with each other in providing any additional information required to be obtained by any of them in connection with their respective duties hereunder. (b) The Servicer shall maintain such accurate and complete accounts, records and computer systems pertaining to each Mortgage File as shall enable it and the Indenture Trustee to comply with this Agreement. In performing its record-keeping recordkeeping duties the Servicer shall act in accordance with the servicing standards set forth in this Agreement. The Servicer shall conduct, or cause to be conducted, periodic audits of its accounts, records and computer systems as set forth in Sections 3.13 and 3.14 hereof. The Servicer shall promptly report to the Indenture Trustee any failure on its part to maintain its accounts, records and computer systems herein provided and promptly take appropriate action to remedy any such failure. (c) The Seller further confirms to the Indenture Trustee that it has caused the portions of the electronic ledger relating to the Home Equity Loans to be clearly and unambiguously marked to indicate that such Home Equity Loans have been sold, transferred, assigned and conveyed through the Depositor to the Indenture Trustee and constitute part of the Trust Estate in accordance with the terms of the trust created hereunder and that the Seller will treat the transaction contemplated by such sale, transfer, assignment and conveyance as a sale for accounting purposes. Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files pursuant to Sections 2.06, 2.07 and 3.11 and the related Pool Certification and Final Certification shall be performed by the Custodian pursuant to the Custodial Agreement. The fees and expenses of the Custodian will be paid by the Servicer.

Cooperation Procedures. (a) The Seller Sponsor shall, in connection with the delivery of each Qualified Replacement Mortgage to the Custodian, on behalf of the Indenture Trustee, provide the Indenture Trustee with the information set forth in the Schedules Schedule of Home Equity Mortgage Loans with respect to such Qualified Replacement Mortgage. (ab) The Seller, the DepositorSponsor, the Servicer and the Indenture Trustee covenant to provide each other other, the Certificate Insurer and each of ▇▇▇▇▇'▇ and S&P with all data and information required to be provided by them hereunder at the times required hereunder, and additionally covenant reasonably to cooperate with each other in providing any additional information required to be obtained by any of them them, the Certificate Insurer or either ▇▇▇▇▇'▇ and S&P in connection with their respective duties hereunder. (bc) The Trustee shall have no duty hereunder with respect to any complaint, claim, demand, notice or other document it may receive or which may be alleged to have been delivered to or served upon it by third parties as a consequence of the assignment of any Mortgage Loan hereunder, and the Servicer hereby expressly releases, indemnifies and agrees to hold the Trustee harmless from any losses to the Trustee or Trust Fund resulting therefrom; provided, however, that the Trustee shall maintain use commercially reasonable efforts to deliver to the Servicer any such accurate complaint, claim, demand, notice or other document that is delivered to the Corporate Trust Office and complete accounts, records and computer systems contains sufficient information to enable the Trustee to identify it as pertaining to each a Mortgage File as shall enable it and the Indenture Trustee to comply with this Agreement. In performing its record-keeping duties the Servicer shall act in accordance with the servicing standards set forth in this Agreement. The Servicer shall conduct, or cause to be conducted, periodic audits of its accounts, records and computer systems as set forth in Sections 3.13 and 3.14 hereof. The Servicer shall promptly report to the Indenture Trustee any failure on its part to maintain its accounts, records and computer systems herein provided and promptly take appropriate action to remedy any such failureLoan. (cd) The Seller further confirms to the Indenture Trustee that it has caused the portions of the electronic ledger relating to the Home Equity Loans to be clearly and unambiguously marked to indicate that such Home Equity Loans have been sold, transferred, assigned and conveyed through the Depositor to the Indenture Trustee and constitute part shall file on behalf of the Trust Estate in accordance all reports required to be filed with the terms Securities and Exchange Commission or any exchange or association of the trust created hereunder and that the Seller will treat the transaction contemplated by such sale, transfer, assignment and conveyance as a sale for accounting purposes. Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files pursuant to Sections 2.06, 2.07 and 3.11 and the related Pool Certification and Final Certification shall be performed by the Custodian securities dealers pursuant to the Custodial Agreement. The fees Securities Exchange Act of 1934, as amended, or any rules and expenses of the Custodian will be paid by the Servicerregulations thereunder.

Cooperation Procedures. (a) The Unaffiliated Seller shall, in connection with the delivery of each Qualified Replacement Mortgage to the Custodian, on behalf of the Indenture Trustee, provide the Indenture Trustee with the information set forth in the Schedules Schedule of Home Equity Mortgage Loans with respect to such Qualified Replacement Mortgage. (ab) The Unaffiliated Seller, the Depositor, the Servicer and the Indenture Trustee covenant to provide each other and each of the Rating Agencies with all data and information required to be provided by them hereunder at the times required hereunder, and additionally covenant reasonably to cooperate with each other in providing any additional information required to be obtained by any of them or either of the Rating Agencies in connection with their respective duties hereunder. (bc) The Trustee shall have no duty hereunder with respect to any complaint, claim, demand, notice or other document it may receive or which may be alleged to have been delivered to or served upon it by third parties as a consequence of the assignment of any Mortgage Loan hereunder, and the Servicer hereby expressly releases, indemnifies and agrees to hold the Trustee harmless from any losses to the Trustee or Trust Fund resulting therefrom; provided, however, that the Trustee shall maintain use commercially reasonable efforts to deliver to the Servicer any such accurate complaint, claim, demand, notice or other document which is delivered to the Corporate Trust Office of the Trustee and complete accounts, records and computer systems contains sufficient information to enable the Trustee to identify it as pertaining to each a Mortgage File as shall enable it and the Indenture Trustee to comply with this Agreement. In performing its record-keeping duties the Servicer shall act in accordance with the servicing standards set forth in this Agreement. The Servicer shall conduct, or cause to be conducted, periodic audits of its accounts, records and computer systems as set forth in Sections 3.13 and 3.14 hereof. The Servicer shall promptly report to the Indenture Trustee any failure on its part to maintain its accounts, records and computer systems herein provided and promptly take appropriate action to remedy any such failureLoan. (cd) The Seller further confirms to the Indenture Trustee that it has caused the portions of the electronic ledger relating to the Home Equity Loans to be clearly and unambiguously marked to indicate that such Home Equity Loans have been sold, transferred, assigned and conveyed through the Depositor to the Indenture Trustee and constitute part shall file on behalf of the Trust Estate in accordance all reports required to be filed subsequent to the Closing Date with the terms Securities and Exchange Commission or any exchange or association of the trust created hereunder and that the Seller will treat the transaction contemplated by such sale, transfer, assignment and conveyance as a sale for accounting purposes. Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files pursuant to Sections 2.06, 2.07 and 3.11 and the related Pool Certification and Final Certification shall be performed by the Custodian securities dealers pursuant to the Custodial Agreement. The fees Securities and expenses Exchange Act of the Custodian will be paid by the Servicer1934, as amended, or any rules and regulations thereunder.

Cooperation Procedures. (a) The Unaffiliated Seller shall, in connection with the delivery of each Qualified Replacement Mortgage to the Custodian, on behalf of the Indenture Trustee, provide the Indenture Trustee with the information set forth in the Schedules Schedule of Home Equity Mortgage Loans with respect to such Qualified Replacement Mortgage. (ab) The Unaffiliated Seller, the Depositor, the Servicer and the Indenture Trustee covenant to provide each other other, the Certificate Insurer and each of ▇▇▇▇▇'▇ and S&P with all data and information required to be provided by them hereunder at the times required hereunder, and additionally covenant reasonably to cooperate with each other in providing any additional information required to be obtained by any of them them, the Certificate Insurer or either ▇▇▇▇▇'▇ and S&P in connection with their respective duties hereunder. (bc) The Trustee shall have no duty hereunder with respect to any complaint, claim, demand, notice or other document it may receive or which may be alleged to have been delivered to or served upon it by third parties as a consequence of the assignment of any Mortgage Loan hereunder, and the Servicer hereby expressly releases, indemnifies and agrees to hold the Trustee harmless from any losses to the Trustee or Trust Fund resulting therefrom; provided, however, that the Trustee shall maintain use commercially reasonable efforts to deliver to the Servicer any such accurate complaint, claim, demand, notice or other document which is delivered to the Corporate Trust Office of the Trustee and complete accounts, records and computer systems contains sufficient information to enable the Trustee to identify it as pertaining to each a Mortgage File as shall enable it and the Indenture Trustee to comply with this Agreement. In performing its record-keeping duties the Servicer shall act in accordance with the servicing standards set forth in this Agreement. The Servicer shall conduct, or cause to be conducted, periodic audits of its accounts, records and computer systems as set forth in Sections 3.13 and 3.14 hereof. The Servicer shall promptly report to the Indenture Trustee any failure on its part to maintain its accounts, records and computer systems herein provided and promptly take appropriate action to remedy any such failureLoan. (cd) The Seller further confirms to the Indenture Trustee that it has caused the portions of the electronic ledger relating to the Home Equity Loans to be clearly and unambiguously marked to indicate that such Home Equity Loans have been sold, transferred, assigned and conveyed through the Depositor to the Indenture Trustee and constitute part shall file on behalf of the Trust Estate in accordance all reports required to be filed subsequent to the Closing Date with the terms Securities and Exchange Commission or any exchange or association of the trust created hereunder and that the Seller will treat the transaction contemplated by such sale, transfer, assignment and conveyance as a sale for accounting purposes. Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files pursuant to Sections 2.06, 2.07 and 3.11 and the related Pool Certification and Final Certification shall be performed by the Custodian securities dealers pursuant to the Custodial Agreement. The fees Securities and expenses Exchange Act of the Custodian will be paid by the Servicer1934, as amended, or any rules and regulations thereunder.

Cooperation Procedures. The Seller shall, in connection with the delivery of each Qualified Replacement Mortgage to the Custodian, on behalf of the Indenture Trustee, provide the Indenture Trustee with information set forth in the Schedules of Home Equity Loans with respect to such Qualified Replacement Mortgage. (a) The Seller, the Depositor, the Servicer and the Indenture Trustee covenant to provide each other with all data and information required to be provided by them hereunder at the times required hereunder, and additionally covenant reasonably to cooperate with each other in providing any additional information required to be obtained by any of them in connection with their respective duties hereunder. (b) The Servicer shall maintain such accurate and complete accounts, records and computer systems pertaining to each Mortgage File as shall enable it and the Indenture Trustee to comply with this Agreement. In performing its record-keeping recordkeeping duties the Servicer shall act in accordance with the servicing standards set forth in this Agreement. The Servicer shall conduct, or cause to be conducted, periodic audits of its accounts, records and computer systems as set forth in Sections Section 3.13 and 3.14 hereof. The Servicer shall promptly report to the Indenture Trustee any failure on its part to maintain its accounts, records and computer systems herein provided and promptly take appropriate action to remedy any such failure. (c) The Seller further confirms to the Indenture Trustee that it has caused the portions of the electronic ledger relating to the Home Equity Loans to be clearly and unambiguously marked to indicate that such Home Equity Loans have been sold, transferred, assigned and conveyed through the Depositor to the Indenture Trustee and constitute part of the Trust Estate in accordance with the terms of the trust created hereunder and that the Seller will treat the transaction contemplated by such sale, transfer, assignment and conveyance as a sale for accounting purposes. Notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files pursuant to Sections 2.06, 2.07 and 3.11 and the related Pool Certification and Final Certification shall be performed by the Custodian pursuant to the Custodial Agreement. The fees and expenses of the Custodian will be paid by the Servicer.