Common use of Documents, Records and Funds in Possession of Master Servicer To Be Held for Issuer and Indenture Trustee Clause in Contracts

Documents, Records and Funds in Possession of Master Servicer To Be Held for Issuer and Indenture Trustee. (a) The Master Servicer shall transmit and the Servicer and the Subservicer (to the extent required by the Servicing Agreement) shall transmit to the Indenture Trustee such documents and instruments coming into the possession of the Master Servicer or the Servicer or the Subservicer from time to time as are required by the terms hereof, or in the case of the Servicer or the Subservicer, the Servicing Agreement, to be delivered to the Indenture Trustee. Any funds received by the Master Servicer, the Servicer or the Subservicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer, the Servicer or the Subservicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit of the Issuer and the Indenture Trustee subject to the Master Servicer’s right to retain or withdraw from the Payment Account the Master Servicer Compensation and other amounts provided in this Agreement, the right of the Servicer to receive its Servicing Fee net of the Subservicing Fee, and the right of the Subservicer to retain or withdraw its Subservicing Fee and the rights of the Servicer and the Subservicer to retain or withdraw from the Custodial Account other amounts as provided in the Servicing Agreement. The Master Servicer, the Servicer and the Subservicer shall provide access to information and documentation regarding the Mortgage Loans to the Issuer, the Indenture Trustee, and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to Noteholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer, the Servicer or the Subservicer, as the case may be, designated by such Person. In fulfilling such a request, none of the Master Servicer, the Servicer or the Subservicer shall be responsible for determining the sufficiency of such information. (b) All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Issuer, the Indenture Trustee and the Noteholders and shall be and remain the sole and exclusive property of the Issuer, subject to the pledge to the Indenture Trustee; provided, however, that the Master Servicer, the Servicer and the Subservicer shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer, the Servicer or the Subservicer under this Agreement or the Servicing Agreement.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Issuer and Indenture Trustee. (a) The Master Servicer shall transmit and the Servicer and the Subservicer (to the extent required by the MortgageIT Servicing Agreement) shall transmit to the Indenture Trustee such documents and instruments coming into the possession of the Master Servicer or the Servicer or the Subservicer from time to time as are required by the terms hereof, or in the case of the Servicer or the SubservicerServicer, the MortgageIT Servicing Agreement, to be delivered to the Indenture Trustee. Any funds received by the Master Servicer, Servicer or by the Servicer or the Subservicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer, Servicer or by the Servicer or the Subservicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit of the Issuer and the Indenture Trustee subject to the Master Servicer’s right to retain or withdraw from the Payment Account the Master Servicer Compensation and other amounts provided in this Agreement, Agreement and the right of the Servicer to receive retain its Servicing Fee net of the Subservicing Fee, and the right of the Subservicer to retain or withdraw its Subservicing Fee and the rights of the Servicer and the Subservicer to retain or withdraw from the Custodial Account other amounts as provided in the MortgageIT Servicing Agreement. The Master ServicerServicer shall, and (to the extent provided in the MortgageIT Servicing Agreement) shall cause the Servicer and the Subservicer shall to, provide access to information and documentation regarding the Mortgage Loans to the Issuer, the Indenture Trustee, and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to Noteholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer, the Servicer or the Subservicer, as the case may be, designated by such Personit. In fulfilling such a request, none of request the Master Servicer, the Servicer or the Subservicer shall not be responsible for determining the sufficiency of such information. (b) All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Issuer, the Indenture Trustee and the Noteholders and shall be and remain the sole and exclusive property of the Issuer, subject to the pledge to the Indenture Trustee; provided, however, that the Master Servicer, the Servicer and the Subservicer Servicer shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer, the Servicer or the Subservicer Servicer under this Agreement or the MortgageIT Servicing Agreement.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Issuer and Indenture Trustee. (a) The Master Servicer shall transmit and the Servicer and the Subservicer Servicers (to the extent required by the related Servicing Agreement) shall transmit to the Indenture Trustee such documents and instruments coming into the possession of the Master Servicer or the Servicer or the Subservicer Servicers from time to time as are required by the terms hereof, or in the case of the Servicer or the SubservicerServicers, the related Servicing Agreement, to be delivered to the Indenture Trustee. Any funds received by the Master Servicer, the Servicer or the Subservicer by any Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer, the Servicer or the Subservicer by any Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit of the Issuer and the Indenture Trustee subject to the Master Servicer’s right to retain or withdraw from the Payment Master Servicer Collection Account the Master Servicer Servicing Compensation and other amounts provided in this Agreement, the right of the Servicer to receive its Servicing Fee net of the Subservicing Fee, Agreement and the right of the Subservicer each Servicer to retain or withdraw its Subservicing Servicing Fee and the rights of the Servicer and the Subservicer to retain or withdraw from the Custodial Account other amounts as provided in the related Servicing Agreement. The Master ServicerServicer shall, and (to the extent provided in the related Servicing Agreement) shall cause each Servicer and the Subservicer shall to, provide access to information and documentation regarding the Mortgage Loans to the Issuer, the Indenture Trustee, and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to Noteholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer, the Servicer or the Subservicer, as the case may be, designated by such Personit. In fulfilling such a request, none of request the Master Servicer, the Servicer or the Subservicer shall not be responsible for determining the sufficiency of such information. (b) All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Issuer, the Indenture Trustee and the Noteholders and shall be and remain the sole and exclusive property of the Issuer, subject to the pledge to the Indenture Trustee; provided, however, that the Master Servicer, the Servicer and the Subservicer Servicers shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer, the Servicer or the Subservicer such Servicer under this Agreement or the related Servicing Agreement.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Issuer and Indenture Trustee. (a) The Master Servicer shall transmit and the Servicer and the Subservicer (to the extent required by the Servicing Agreement) shall transmit to the Indenture Trustee such documents and instruments coming into the possession of the Master Servicer or the Servicer or the Subservicer from time to time as are required by the terms hereof, or in the case of the Servicer or the SubservicerServicer, the Servicing Agreement, to be delivered to the Indenture Trustee. Any funds received by the Master Servicer, Servicer or by the Servicer or the Subservicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer, Servicer or by the Servicer or the Subservicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit of the Issuer and the Indenture Trustee subject to the Master Servicer’s 's right to retain or withdraw from the Payment Master Servicer Collection Account the Master Servicer Servicing Compensation and other amounts provided in this Agreement, Agreement and the right of the Servicer to receive retain its Servicing Fee net of (and, if the Subservicing Special Servicer is servicing such Mortgage Loan, the Special Servicing Fee, ) and the right of the Subservicer to retain or withdraw its Subservicing Fee and the rights of the Servicer and the Subservicer to retain or withdraw from the Custodial Account other amounts as provided in the Servicing Agreement. The Master ServicerServicer shall, and (to the extent provided in the Servicing Agreement) shall cause the Servicer and the Subservicer shall to, provide access to information and documentation regarding the Mortgage Loans to the Issuer, the Indenture Trustee, and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to Noteholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer, the Servicer or the Subservicer, as the case may be, designated by such Personit. In fulfilling such a request, none of request the Master Servicer, the Servicer or the Subservicer shall not be responsible for determining the sufficiency of such information. (b) All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Issuer, the Indenture Trustee and the Noteholders and shall be and remain the sole and exclusive property of the Issuer, subject to the pledge to the Indenture Trustee; provided, however, that the Master Servicer, the Servicer and the Subservicer Servicer shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer, the Servicer or the Subservicer Servicer under this Agreement or the Servicing Agreement.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Issuer and Indenture Trustee. (a) The Master Servicer shall transmit and the Servicer and the Subservicer (to the extent required by the Wxxxx Fargo Servicing Agreement) shall transmit to the Indenture Trustee such documents and instruments coming into the possession of the Master Servicer or the Servicer or the Subservicer from time to time as are required by the terms hereof, or in the case of the Servicer or the SubservicerServicer, the Wxxxx Fargo Servicing Agreement, to be delivered to the Indenture Trustee. Any funds received by the Master Servicer, Servicer or by the Servicer or the Subservicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer, Servicer or by the Servicer or the Subservicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit of the Issuer and the Indenture Trustee subject to the Master Servicer’s right to retain or withdraw from the Payment Master Servicer Collection Account the Master Servicer Servicing Compensation and other amounts provided in this Agreement, Agreement and the right of the Servicer to receive retain its Servicing Fee net of the Subservicing Fee, and the right of the Subservicer to retain or withdraw its Subservicing Fee and the rights of the Servicer and the Subservicer to retain or withdraw from the Custodial Account other amounts as provided in the Wxxxx Fargo Servicing Agreement. The Master ServicerServicer shall, and (to the extent provided in the Wxxxx Fargo Servicing Agreement) shall cause the Servicer and the Subservicer shall to, provide access to information and documentation regarding the Mortgage Loans to the Issuer, the Indenture Trustee, and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to Noteholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer, the Servicer or the Subservicer, as the case may be, designated by such Personit. In fulfilling such a request, none of request the Master Servicer, the Servicer or the Subservicer shall not be responsible for determining the sufficiency of such information. (b) All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Issuer, the Indenture Trustee and the Noteholders and shall be and remain the sole and exclusive property of the Issuer, subject to the pledge to the Indenture Trustee; provided, however, that the Master Servicer, the Servicer and the Subservicer Servicer shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer, the Servicer or the Subservicer Servicer under this Agreement or the Wxxxx Fargo Servicing Agreement.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Issuer and Indenture Trustee. (a) The Master Servicer shall transmit and the Servicer and the Subservicer (to the extent required by the Servicing Agreement) shall transmit to the Indenture Trustee Trustee, or the Custodian on behalf of the Indenture Trustee, such documents and instruments coming into the possession of the Master Servicer or the Servicer or the Subservicer from time to time as are required by the terms hereof, or in the case of the Servicer or the SubservicerServicer, the Servicing Agreement, to be delivered to the Indenture Trustee. Any funds received by the Master Servicer, Servicer or by the Servicer or the Subservicer in respect of any Mortgage Loan HELOC or which otherwise are collected by the Master Servicer, Servicer or by the Servicer or the Subservicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan HELOC shall be held for the benefit of the Issuer Issuer, the Indenture Trustee and the Indenture Owner Trustee subject to the Master Servicer’s right to retain or withdraw from the Payment Master Servicer Collection Account the Master Servicer Servicing Compensation and other amounts provided in this Agreement, Agreement and the right of the Servicer to receive retain its Servicing Fee net of the Subservicing Fee, and the right of the Subservicer to retain or withdraw its Subservicing Fee and the rights of the Servicer and the Subservicer to retain or withdraw from the Custodial Account other amounts as provided in the Servicing Agreement. The Master ServicerServicer shall, and (to the extent provided in the Servicing Agreement) shall enforce the obligation of the Servicer and the Subservicer shall to, provide access to information and documentation regarding the Mortgage Loans HELOCs to the Issuer, the Securities Administrator, the Indenture Trustee, and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to Noteholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer, the Servicer or the Subservicer, as the case may be, designated by such Personit. In fulfilling such a request, none of request the Master Servicer, the Servicer or the Subservicer shall not be responsible for determining the sufficiency of such information. (b) All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage LoansHELOCs, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Issuer, the Indenture Trustee and Trustee, the Noteholders and the Certificateholders shall be and remain the sole and exclusive property of the Issuer, subject to the pledge to the Indenture Trustee; provided, however, that the Master Servicer, the Servicer and the Subservicer shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer, the Servicer or the Subservicer under this Agreement or the Servicing Agreement.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Issuer and Indenture Trustee. (a) The Master Servicer shall transmit and the Servicer and the Subservicer (to the extent required by the Servicing Agreement) shall transmit to the Indenture Trustee such documents and instruments coming into the possession of the Master Servicer or the Servicer or the Subservicer from time to time as are required by the terms hereof, or in the case of the Servicer or the SubservicerServicer, the Servicing Agreement, to be delivered to the Indenture Trustee. Any funds received by the Master Servicer, Servicer or by the Servicer or the Subservicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer, Servicer or by the Servicer or the Subservicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit of the Issuer and the Indenture Trustee subject to the Master Servicer’s right to retain or withdraw from the Payment Master Servicer Collection Account the Master Servicer Servicing Compensation and other amounts provided in this Agreement, Agreement and the right of the Servicer to receive retain its Servicing Fee net of (and, if the Subservicing Special Servicer is servicing such Mortgage Loan, the Special Servicing Fee, ) and the right of the Subservicer to retain or withdraw its Subservicing Fee and the rights of the Servicer and the Subservicer to retain or withdraw from the Custodial Account other amounts as provided in the Servicing Agreement. The Master ServicerServicer shall, and (to the extent provided in the Servicing Agreement) shall cause the Servicer and the Subservicer shall to, provide access to information and documentation regarding the Mortgage Loans to the Issuer, the Indenture Trustee, and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to Noteholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer, the Servicer or the Subservicer, as the case may be, designated by such Personit. In fulfilling such a request, none of request the Master Servicer, the Servicer or the Subservicer shall not be responsible for determining the sufficiency of such information. (b) All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Issuer, the Indenture Trustee and the Noteholders and shall be and remain the sole and exclusive property of the Issuer, subject to the pledge to the Indenture Trustee; provided, however, that the Master Servicer, the Servicer and the Subservicer Servicer shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer, the Servicer or the Subservicer Servicer under this Agreement or the Servicing Agreement.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Issuer and Indenture Trustee. (a) The Master Servicer shall transmit and the Servicer and the Subservicer (to the extent required by the AHM Servicing Agreement) shall transmit to the Indenture Trustee such documents and instruments coming into the possession of the Master Servicer or the Servicer or the Subservicer from time to time as are required by the terms hereof, or in the case of the Servicer or the SubservicerServicer, the AHM Servicing Agreement, to be delivered to the Indenture Trustee. Any funds received by the Master Servicer, Servicer or by the Servicer or the Subservicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer, Servicer or by the Servicer or the Subservicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit of the Issuer and the Indenture Trustee subject to the Master Servicer’s 's right to retain or withdraw from the Payment Master Servicer Collection Account the Master Servicer Servicing Compensation and other amounts provided in this Agreement, and to the right of the Servicer to receive retain its Servicing Fee net of the Subservicing Fee, and the right of the Subservicer to retain or withdraw its Subservicing Fee and the rights of the Servicer and the Subservicer to retain or withdraw from the Custodial Account other amounts as provided in the AHM Servicing Agreement. The Master ServicerServicer shall, and (to the extent provided in the AHM Servicing Agreement) shall cause the Servicer and the Subservicer shall to, provide access to information and documentation regarding the Mortgage Loans to the Issuer, the Indenture Trustee, and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to Noteholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer, the Servicer or the Subservicer, as the case may be, designated by such Personit. In fulfilling such a request, none of request the Master Servicer, the Servicer or the Subservicer shall not be responsible for determining the sufficiency of such information. (b) All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Issuer, the Indenture Trustee and the Noteholders and shall be and remain the sole and exclusive property of the Issuer, subject to the pledge to the Indenture Trustee; provided, however, that the Master Servicer, the Servicer and the Subservicer Servicer shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer, the Servicer or the Subservicer Servicer under this Agreement or the AHM Servicing Agreement.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Issuer and Indenture Trustee. (a) The Master Servicer shall transmit and the Servicer and the Subservicer Servicers (to the extent required by the related Servicing Agreement) shall transmit to the Indenture Trustee such documents and instruments coming into the possession of the Master Servicer or the Servicer or the Subservicer Servicers from time to time as are required by the terms hereof, or in the case of the Servicer or the SubservicerServicers, the related Servicing Agreement, to be delivered to the Indenture Trustee. Any funds received by the Master Servicer, the Servicer or the Subservicer by any Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer, the Servicer or the Subservicer by any Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit of the Issuer and the Indenture Trustee subject to the Master Servicer’s 's right to retain or withdraw from the Payment Master Servicer Collection Account the Master Servicer Servicing Compensation and other amounts provided in this Agreement, the right of the Servicer to receive its Servicing Fee net of the Subservicing Fee, Agreement and the right of the Subservicer each Servicer to retain or withdraw its Subservicing Servicing Fee and the rights of the Servicer and the Subservicer to retain or withdraw from the Custodial Account other amounts as provided in the related Servicing Agreement. The Master ServicerServicer shall, and (to the extent provided in the related Servicing Agreement) shall cause each Servicer and the Subservicer shall to, provide access to information and documentation regarding the Mortgage Loans to the Issuer, the Indenture Trustee, and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to Noteholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer, the Servicer or the Subservicer, as the case may be, designated by such Personit. In fulfilling such a request, none of request the Master Servicer, the Servicer or the Subservicer shall not be responsible for determining the sufficiency of such information. (b) All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Issuer, the Indenture Trustee and the Noteholders and shall be and remain the sole and exclusive property of the Issuer, subject to the pledge to the Indenture Trustee; provided, however, that the Master Servicer, the Servicer and the Subservicer Servicers shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer, the Servicer or the Subservicer such Servicer under this Agreement or the related Servicing Agreement.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Issuer and Indenture Trustee. (a) The Master Servicer shall transmit and the Servicer and the Subservicer Servicers (to the extent required by the related Servicing Agreement) shall transmit to the Indenture Trustee such documents and instruments coming into the possession of the Master Servicer or the Servicer or the Subservicer Servicers from time to time as are required by the terms hereof, or in the case of the Servicer or the SubservicerServicers, the related Servicing Agreement, to be delivered to the Indenture Trustee. Any funds received by the Master Servicer, the Servicer or the Subservicer by any Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer, the Servicer or the Subservicer by any Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit of the Issuer and the Indenture Trustee subject to the Master Servicer’s right to retain or withdraw from the Payment Account the Master Servicer Servicing Compensation and other amounts provided in this Agreement, the right of the Servicer to receive its Servicing Fee net of the Subservicing Fee, Agreement and the right of the Subservicer each Servicer to retain or withdraw its Subservicing Servicing Fee and the rights of the Servicer and the Subservicer to retain or withdraw from the Custodial Account other amounts as provided in the related Servicing Agreement. The Master ServicerServicer shall, and (to the extent provided in the related Servicing Agreement) shall cause each Servicer and the Subservicer shall to, provide access to information and documentation regarding the related Mortgage Loans to the Issuer, the Indenture Trustee, and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to Noteholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer, the Servicer or the Subservicer, as the case may be, designated by such Personit. In fulfilling such a request, none of request the Master Servicer, the Servicer or the Subservicer shall not be responsible for determining the sufficiency of such information. (b) All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Issuer, the Indenture Trustee and the Noteholders and shall be and remain the sole and exclusive property of the Issuer, subject to the pledge to the Indenture Trustee; provided, however, that the Master Servicer, the Servicer and the Subservicer Servicers shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer, the Servicer or the Subservicer Servicer under this Agreement or the related Servicing Agreement.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Issuer and Indenture Trustee. (a01) The Master Servicer shall transmit and the Servicer and the Subservicer (to the extent required by the Servicing Agreement) shall transmit to the Indenture Trustee such documents and instruments coming into the possession of the Master Servicer or the Servicer or the Subservicer from time to time as are required by the terms hereof, or in the case of the Servicer or the SubservicerServicer, the Servicing Agreement, to be delivered to the Indenture Trustee. Any funds received by the Master Servicer, Servicer or by the Servicer or the Subservicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer, Servicer or by the Servicer or the Subservicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit of the Issuer and the Indenture Trustee subject to the Master Servicer’s right to retain or withdraw from the Payment Master Servicer Collection Account the Master Servicer Servicing Compensation and other amounts provided in this Agreement, Agreement and the right of the Servicer to receive retain its Servicing Fee net of (and, if the Subservicing Special Servicer is servicing such Mortgage Loan, the Special Servicing Fee, ) and the right of the Subservicer to retain or withdraw its Subservicing Fee and the rights of the Servicer and the Subservicer to retain or withdraw from the Custodial Account other amounts as provided in the Servicing Agreement. The Master ServicerServicer shall, and (to the extent provided in the Servicing Agreement) shall cause the Servicer and the Subservicer shall to, provide access to information and documentation regarding the Mortgage Loans to the Issuer, the Indenture Trustee, and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to Noteholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer, the Servicer or the Subservicer, as the case may be, designated by such Personit. In fulfilling such a request, none of request the Master Servicer, the Servicer or the Subservicer shall not be responsible for determining the sufficiency of such information. (b02) All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Issuer, the Indenture Trustee and the Noteholders and shall be and remain the sole and exclusive property of the Issuer, subject to the pledge to the Indenture Trustee; provided, however, that the Master Servicer, the Servicer and the Subservicer Servicer shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer, the Servicer or the Subservicer Servicer under this Agreement or the Servicing Agreement.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Issuer and Indenture Trustee. (a) The Master Servicer shall transmit and the Servicer and the Subservicer (to the extent required by the MortgageIT Servicing Agreement) shall transmit to the Indenture Trustee such documents and instruments coming into the possession of the Master Servicer or the Servicer or the Subservicer from time to time as are required by the terms hereof, or in the case of the Servicer or the SubservicerServicer, the MortgageIT Servicing Agreement, to be delivered to the Indenture Trustee. Any funds received by the Master Servicer, Servicer or by the Servicer or the Subservicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer, Servicer or by the Servicer or the Subservicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit of the Issuer and the Indenture Trustee subject to the Master Servicer’s 's right to retain or withdraw from the Payment Account the Master Servicer Compensation and other amounts provided in this Agreement, Agreement and the right of the Servicer to receive retain its Servicing Fee net of the Subservicing Fee, and the right of the Subservicer to retain or withdraw its Subservicing Fee and the rights of the Servicer and the Subservicer to retain or withdraw from the Custodial Account other amounts as provided in the MortgageIT Servicing Agreement. The Master ServicerServicer shall, and (to the extent provided in the MortgageIT Servicing Agreement) shall cause the Servicer and the Subservicer shall to, provide access to information and documentation regarding the Mortgage Loans to the Issuer, the Indenture Trustee, and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to Noteholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer, the Servicer or the Subservicer, as the case may be, designated by such Personit. In fulfilling such a request, none of request the Master Servicer, the Servicer or the Subservicer shall not be responsible for determining the sufficiency of such information. (b) All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Issuer, the Indenture Trustee and the Noteholders and shall be and remain the sole and exclusive property of the Issuer, subject to the pledge to the Indenture Trustee; provided, however, that the Master Servicer, the Servicer and the Subservicer Servicer shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer, the Servicer or the Subservicer Servicer under this Agreement or the MortgageIT Servicing Agreement.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Issuer and Indenture Trustee. (a) The Master Servicer shall transmit and the Servicer and the Subservicer (to the extent required by the Servicing Agreement) shall transmit to the Indenture Trustee Trustee, or to the Custodian on behalf of the Indenture Trustee, such documents and instruments coming into the possession of the Master Servicer or the Servicer or the Subservicer from time to time as are required by the terms hereof, or in the case of the Servicer or the SubservicerServicer, the Servicing Agreement, to be delivered to the Indenture Trustee. Any funds received by the Master Servicer, Servicer or by the Servicer or the Subservicer in respect of any Mortgage Loan HELOC or which otherwise are collected by the Master Servicer, Servicer or by the Servicer or the Subservicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan HELOC shall be held for the benefit of the Issuer Issuer, the Indenture Trustee and the Indenture Owner Trustee subject to the Master Servicer’s right to retain or withdraw from the Payment Master Servicer Collection Account the Master Servicer Servicing Compensation and other amounts provided in this Agreement, Agreement and the right of the Servicer to receive retain its Servicing Fee net of the Subservicing Fee, and the right of the Subservicer to retain or withdraw its Subservicing Fee and the rights of the Servicer and the Subservicer to retain or withdraw from the Custodial Account other amounts as provided in the Servicing Agreement. The Master ServicerServicer shall, and (to the extent provided in the Servicing Agreement) shall enforce the obligation of the Servicer and the Subservicer shall to, provide access to information and documentation regarding the Mortgage Loans HELOCs to the Issuer, the Securities Administrator, the Indenture Trustee, and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to Noteholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer, the Servicer or the Subservicer, as the case may be, designated by such Personit. In fulfilling such a request, none of request the Master Servicer, the Servicer or the Subservicer shall not be responsible for determining the sufficiency of such information. (b) All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage LoansHELOCs, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Issuer, the Indenture Trustee and Trustee, the Noteholders and the Certificateholders shall be and remain the sole and exclusive property of the Issuer, subject to the pledge to the Indenture Trustee; provided, however, that the Master Servicer, the Servicer and the Subservicer shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer, the Servicer or the Subservicer under this Agreement or the Servicing Agreement.