(f) Exhibit A of the Agreement is hereby amended by deleting the definitions of Custodial Agreement and Electronic Tracking Agreement in their respective entireties and replacing them with the following (modified text underlined for review purposes):
Custodial Agreement: That certain Second Amended and Restated Custodial Agreement, dated as of August 3, 2020, among Buyer, Seller and Custodian, as the same may be amended, supplemented or otherwise modified from time to time.
Electronic Tracking Agreement: One or more Electronic Tracking Agreements with respect to (x) the tracking of changes in the ownership, mortgage servicers and servicing rights ownership of Purchased Mortgage Loans held on the MERS System, and (y) the tracking of the Control of eNotes held on the MERS eRegistry, each in a form acceptable to Buyer.
(g) Exhibit A of the Agreement is hereby further amended by inserting the following new definitions in the appropriate alphabetical order:
Agency-Required eNote Legend: The legend or paragraph required by Fannie Mae or Freddie Mac, as applicable, to be set forth in the text of an eNote, which includes the provisions set forth on Exhibit 19 to the Custodial Agreement, as may be amended from time to time by Fannie Mae or Freddie Mac, as applicable.
Authoritative Copy: With respect to an eNote, the unique copy of such eNote that is within the Control of the Controller.
Bailee Letter: As defined in the Custodial Agreement.
Control: With respect to an eNote, the control of such eNote within the meaning of UETA and/or, as applicable, E-SIGN, which is established by reference to the MERS eRegistry and any party designated therein as the Controller.
Control Failure: With respect to an eNote, (i) if the Controller status of the eNote shall not have been transferred to Buyer, (ii) Buyer shall otherwise not be designated as the Controller of such eNote in the MERS eRegistry (other than pursuant to a Bailee Letter), (iii) if the eVault shall have released the Authoritative Copy of an eNote in contravention of the requirements of the Custodial Agreement, or (iv) if the Custodian initiated any changes on the MERS eRegistry in contravention of the terms of the Custodial Agreement.
Controller: With respect to an eNote, the party designated in the MERS eRegistry as the Controller, and who in such capacity shall be deemed to be in control or to be the controller of such eNote within the meaning of UETA or E-SIGN, as applicable.
Delegatee: With respect to an eNote, the party designated in the MERS eRegistry as the Delegatee or Delegatee for Transfers, who in such capacity is authorized by the Controller to perform certain MERS eRegistry transactions on behalf of the Controller such as Transfers of Control and Transfers of Control and Location.