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

Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee. (i) Notwithstanding any other provisions of this Agreement, the Master Servicer shall deliver to the Trustee as required by this Agreement and the Indenture all documents and instruments relating to the Pledged Mortgages coming into the possession of the Master Servicer from time to time and shall account fully to the Trustee for any funds received by the Master Servicer or which otherwise are collected by the Master Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Pledged Mortgage. All Trustee Mortgage Files, including without limitation the Mortgage Documents contained therein, funds collected or held by, or under the control of, the Master Servicer from time to time in respect of any Pledged Mortgages, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, including but not limited to any funds on deposit in any Eligible Account and any other items constituting a part of the Trust Estate which from time to time come into the possession of the Master Servicer, shall be held by the Master Servicer for and on behalf of the Trustee and the Bondholders as specified in Section 8.10 of the Indenture, and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement and the Indenture. The Master Servicer also agrees that it shall not create, incur or subject any Trustee Mortgage File, Mortgage Documents or other documents relating to a Pledged Mortgage which are in the possession of the Master Servicer with respect to each Pledged Mortgage (each a "Master Servicer Mortgage File") or any funds that are deposited in the Distribution Account, the Bond Account, any Eligible Account, Servicing Account or Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the Bondholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, or assert by legal action or otherwise any claim or right of set-off against any Master Servicer Mortgage File or Trustee Mortgage File or any funds collected or held by, or under the control of, the Master Servicer from time to time in respect of a Pledged

Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee. (ia) Notwithstanding any other provisions of this Agreement, the The Master Servicer shall deliver transmit, or shall cause the applicable Servicer to transmit, to the Trustee as required by this Agreement and the Indenture all such documents and instruments relating to the Pledged Mortgages coming into the possession of the Master Servicer or such Servicer from time to time and shall account fully as are required by the terms hereof or of the related Servicing Agreement to be delivered to the Trustee for any or the Custodian. Any funds received by the Master Servicer or by a Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer or a Servicer as a Subsequent Recovery, Liquidation Proceeds or Insurance Proceeds in respect of any Pledged Mortgage. All Trustee Mortgage Files, including without limitation the Mortgage Documents contained therein, funds collected or held by, or under the control of, the Master Servicer from time to time in respect of any Pledged Mortgages, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, including but not limited to any funds on deposit in any Eligible Account and any other items constituting a part of the Trust Estate which from time to time come into the possession of the Master Servicer, Loan shall be held by the Master Servicer for and on behalf of the Trustee and the Bondholders as specified in Section 8.10 of the Indenture, and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement and the Indenture. The Master Servicer also agrees that it shall not create, incur or subject any Trustee Mortgage File, Mortgage Documents or other documents relating to a Pledged Mortgage which are in the possession of the Master Servicer with respect to each Pledged Mortgage (each a "Master Servicer Mortgage File") or any funds that are deposited in the Distribution Account, the Bond Account, any Eligible Account, Servicing Account or Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the BondholdersTrustee, the Certificate Insurer and the Certificateholders subject to the Master Servicer’s right to retain or withdraw from the Collection Account the Master Servicing Fee, the General Servicing Fee and other amounts provided in this Agreement and to the right of each Servicer to retain its Servicing Fee and other amounts as provided in the Servicing Agreement. The Master Servicer shall, and shall (to the extent provided in the applicable Servicing Agreement) cause each Servicer to, provide access to information and documentation regarding the Mortgage Loans to the Trustee, the Certificate Insurer, their respective agents and accountants and to any claimNIMS Insurer, lienat any time upon reasonable request and during normal business hours, security interestand to Certificateholders that are savings and loan associations, judgmentbanks or insurance companies, levythe Office of Thrift Supervision, writ the FDIC and the supervisory agents and examiners of attachment 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 encumbranceregulatory authority, or assert by legal action or otherwise any claim or right such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of set-off against any Master Servicer Mortgage File or Trustee Mortgage File or any funds collected or held by, or under the control of, the Master Servicer from time designated by it. In fulfilling such a request the Master Servicer shall not be responsible for determining the sufficiency of such information. The Master Servicer shall afford the Certificate Insurer and the NIMS Insurer, and shall (to time the extent provided in respect the Servicing Agreement) cause the Servicer to afford the Certificate Insurer and the NIMS Insurer, upon reasonable advance notice, during normal business hours access to all records related to their respective rights and obligations hereunder and access to officers of a Pledgedthe Master Servicer and the Servicer responsible for such obligations.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee. (i) Notwithstanding any other provisions of this Agreement, the Master Servicer shall deliver to the Trustee as required by this Agreement and the Indenture all documents and instruments relating to the Pledged Mortgages Mortgage Loans coming into the possession of the Master Servicer from time to time and shall account fully to the Trustee for any funds received by the Master Servicer or which otherwise are collected by the Master Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Pledged MortgageMortgage Loan. All Trustee Mortgage Files, including without limitation the Mortgage Documents contained therein, funds collected or held by, or under the control of, the Master Servicer from time to time in respect of any Pledged MortgagesMortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, including but not limited to any funds on deposit in any Eligible Account and any other items constituting a part of the Trust Estate which from time to time come into the possession of the Master Servicer, shall be held by the Master Servicer for and on behalf of the Trustee and the Bondholders as specified in Section 8.10 of the Indenture, and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement and the Indenture. The Master Servicer also agrees that it shall not create, incur or subject any Trustee Mortgage File, Mortgage Documents or other documents relating to a Pledged Mortgage Loan which are in the possession of the Master Servicer with respect to each Pledged Mortgage Loan (each a "Master Servicer Mortgage File") or any funds that are deposited in the Distribution Account, the Bond Account, any Eligible Account, Servicing Account or Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the Bondholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, or assert by legal action or otherwise any claim or right of set-off against any Master Servicer Mortgage File or Trustee Mortgage File or any funds collected or held by, or under the control of, the Master Servicer from time to time in respect of a PledgedMaster

Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee. (ia) Notwithstanding any other provisions of this Agreement, the The Master Servicer shall deliver transmit and each Servicer and Sub-Master Servicer (to the Trustee as extent required by this the related Servicing Agreement and or related Sub-Master Servicing Agreement) shall transmit to the Indenture all Custodian such documents and instruments relating to the Pledged Mortgages coming into the possession of the Master Servicer, such Servicer or such Sub-Master Servicer from time to time as are required by the terms hereof, or in the case of the Servicers and shall account fully the Sub-Master Servicers, the applicable Servicing Agreement or applicable Sub-Master Servicing Agreement, as the case may be, to be delivered to the Trustee for any Custodian. Any funds received by the Master Servicer, a Sub-Master Servicer or a Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer, a Sub-Master Servicer or a Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Pledged Mortgage. All Trustee Mortgage Files, including without limitation the Mortgage Documents contained therein, funds collected or held by, or under the control of, the Master Servicer from time to time in respect of any Pledged Mortgages, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, including but not limited to any funds on deposit in any Eligible Account and any other items constituting a part of the Trust Estate which from time to time come into the possession of the Master Servicer, Loan shall be held by for the Master Servicer for and on behalf benefit of the Trustee and the Bondholders as specified in Section 8.10 of the Indenture, and shall be and remain the sole and exclusive property of the Trustee, Certificateholders subject to (i) the Master Servicer's right to retain or withdraw from the Master Servicer Collection Account the Master Servicing Compensation and other amounts provided in this Agreement, (ii) each Sub-Master Servicer's right to retain its Sub-Master Servicing Fee and other amounts as provided in the applicable provisions of this Sub-Master Servicing Agreement and (iii) each Servicer's right to retain its Servicing Fee and other amounts as provided in the Indentureapplicable Servicing Agreement. The Master Servicer also agrees shall, and (to the extent provided in the applicable Servicing Agreement) shall cause each WF Servicer and each Sub-Master Servicer, to provide access to information and documentation regarding the Mortgage Loans to the Trustee, its agents and accountants at any time upon reasonable request and during normal business hours, and to Certificateholders that it shall not createare savings and loan associations, incur banks or subject insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any Trustee Mortgage File, Mortgage Documents other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other documents relating regulatory authority, such access to a Pledged Mortgage which are be afforded without charge but only upon reasonable request in writing and during normal business hours at the possession offices of the Master Servicer with respect to each Pledged Mortgage (each designated by it. In fulfilling such a "Master Servicer Mortgage File") or any funds that are deposited in the Distribution Account, the Bond Account, any Eligible Account, Servicing Account or Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the Bondholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, or assert by legal action or otherwise any claim or right of set-off against any Master Servicer Mortgage File or Trustee Mortgage File or any funds collected or held by, or under the control of, request the Master Servicer from time to time in respect shall not be responsible for determining the sufficiency of a Pledgedsuch information.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee. (i) Notwithstanding any other provisions of this Agreement, the The Master Servicer shall deliver transmit to the Trustee as required by this Agreement and the Indenture all or Custodian such documents and instruments relating to the Pledged Mortgages coming into the possession of the Master Servicer from time to time and shall account fully as are required by the terms hereof to be delivered to the Trustee for any or the Custodian. Any funds received by the Master Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer as Liquidation Proceeds, Insurance Proceeds or Insurance Proceeds Subsequent Recoveries in respect of any Pledged MortgageMortgage Loan shall be held for the benefit of the Trustee, the Certificateholders and the Certificate Insurer subject to the Master Servicer’s right to retain or withdraw from the Distribution Account the Master Servicing Fee and other amounts provided in this Agreement. The Master Servicer, to the extent required by Article III shall cause the Servicer to, provide access to information and documentation regarding the Mortgage Loans to the Trustee, its agents and accountants at any time upon reasonable request and during normal business hours, and to the Certificateholders that are savings and loan associations, banks or insurance companies, the OTS, 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 OTS 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 designated by it. In fulfilling such a request the Master Servicer shall not be responsible for determining the sufficiency of such information. All Trustee Mortgage Files, including without limitation the Mortgage Documents contained therein, Files and funds collected or held by, or under the control of, the Master Servicer from time to time Servicer, in respect of any Pledged MortgagesMortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, including but not limited to any funds on deposit in any Eligible Account and any other items constituting a part of the Trust Estate which from time to time come into the possession of the Master Servicer, shall be held by the Master Servicer for and on behalf of the Trustee Trustee, the Certificateholders and the Bondholders as specified in Section 8.10 of the Indenture, Certificate Insurer and shall be and remain the sole and exclusive property of the Trustee; provided, subject to the applicable provisions of this Agreement and the Indenture. The Master Servicer also agrees however, that it shall not create, incur or subject any Trustee Mortgage File, Mortgage Documents or other documents relating to a Pledged Mortgage which are in the possession of the Master Servicer with respect and the Servicer shall be entitled to each Pledged Mortgage (each a "Master Servicer Mortgage File") or setoff against, and deduct from, any such funds any amounts that are deposited in the Distribution Account, the Bond Account, any Eligible Account, Servicing Account or Escrow Account, or any funds that otherwise are or may become properly due or and payable to the Trustee for the benefit of the Bondholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, or assert by legal action or otherwise any claim or right of set-off against any Master Servicer Mortgage File or Trustee Mortgage File or any funds collected or held by, or the Servicer under the control of, the Master Servicer from time to time in respect of a Pledgedthis Agreement.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee. (ia) Notwithstanding any other provisions of this Agreement, the The Master Servicer shall deliver transmit and the Servicer and the Subservicer (to the extent required by the Servicing Agreement) shall transmit to the Trustee as required by this Agreement and the Indenture all such documents and instruments relating to the Pledged Mortgages coming into the possession of the Master Servicer or the Servicer or the Subservicer from time to time and shall account fully 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 Trustee for any Trustee. Any funds received by the Master Servicer, the Servicer or which the Subservicer in respect of any Mortgage Loan or that otherwise are collected by the Master Servicer, the Servicer or the Subservicer as Liquidation Proceeds or Insurance Proceeds in respect of any Pledged Mortgage. All Mortgage Loan shall be held for the benefit of the Trustee Mortgage Files, including without limitation subject to the Mortgage Documents contained therein, funds collected Master Servicer’s right to retain or held by, or under withdraw from the control of, Distribution 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 Trust, the Trustee, and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to time in respect Certificateholders 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 Pledged Mortgages, whether from the collection of principal and interest payments other federal or from Liquidation Proceeds state banking or Insurance Proceeds, including but not limited to any funds on deposit in any Eligible Account and any other items constituting a part insurance regulatory authority if so required by applicable regulations of the Trust Estate which from time Office of Thrift Supervision or other regulatory authority, such access to time come into be afforded without charge but only upon reasonable request in writing and during normal business hours at the possession offices of the Master Servicer, shall be held the Servicer or the Subservicer, as the case may be, designated by the Master Servicer for and on behalf of the Trustee and the Bondholders as specified in Section 8.10 of the Indenturesuch Person. In fulfilling such a request, and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement and the Indenture. The Master Servicer also agrees that it shall not create, incur or subject any Trustee Mortgage File, Mortgage Documents or other documents relating to a Pledged Mortgage which are in the possession none of the Master Servicer with respect to each Pledged Mortgage (each a "Master Servicer Mortgage File") or any funds that are deposited in the Distribution AccountServicer, the Bond Account, any Eligible Account, Servicing Account Servicer or Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee Subservicer shall be responsible for determining the benefit sufficiency of the Bondholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, or assert by legal action or otherwise any claim or right of set-off against any Master Servicer Mortgage File or Trustee Mortgage File or any funds collected or held by, or under the control of, the Master Servicer from time to time in respect of a Pledgedsuch information.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee. (ia) Notwithstanding any other provisions of this Agreement, the The Master Servicer shall deliver transmit and each Servicer and Wells Fargo Sub-Servxxxx (to the extent required by the related Servicing Agreement or the related Servicing Guide) shall transmit to the Trustee as required by this Agreement and the Indenture all or Custodian such documents and instruments relating to the Pledged Mortgages coming into the possession of the Master Servicer or such Servicer or Wells Fargo Sub-Servxxxx from time to time as are required by the terms hereof, or in the case of the Servicers and shall account fully Wells Fargo Sub-Servxxxxx, the applicable Servicing Agreement or Servicing Guide, to be delivered to the Trustee for any or Custodian. Any funds received by the Master Servicer, a Servicer or a Wells Fargo Sub-Servxxxx in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer, a Servicer or a Wells Fargo Sub- Serxxxxx as Liquidation Proceeds or Insurance Proceeds in respect of any Pledged Mortgage. All Trustee Mortgage Files, including without limitation the Mortgage Documents contained therein, funds collected or held by, or under the control of, the Master Servicer from time to time in respect of any Pledged Mortgages, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, including but not limited to any funds on deposit in any Eligible Account and any other items constituting a part of the Trust Estate which from time to time come into the possession of the Master Servicer, Loan shall be held by for the Master Servicer for and on behalf benefit of the Trustee and the Bondholders as specified in Section 8.10 of the Indenture, and shall be and remain the sole and exclusive property of the Trustee, Certificateholders subject to the Master Servicer's right to retain or withdraw from the Master Servicer Collection Account the Master Servicer's compensation and other amounts provided in this Agreement, and to the right of each Servicer or Wells Fargo Sub-Servxxxx to retain its Servicing Fee and other amounts as provided in the applicable provisions of this Servicing Agreement and the Indentureor Servicing Guide. The Master Servicer also agrees shall, and (to the extent provided in the applicable Servicing Agreement or Servicing Guide) shall cause each Servicer and Wells Fargo Sub-Servxxxx to, provide access to information and documentation regarding the Mortgage Loans to the Trustee, its agents and accountants at any time upon reasonable request and during normal business hours, and to Certificateholders that it shall not createare savings and loan associations, incur banks or subject insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any Trustee Mortgage File, Mortgage Documents other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other documents relating regulatory authority, such access to a Pledged Mortgage which are be afforded without charge but only upon reasonable request in writing and during normal business hours at the possession offices of the Master Servicer with respect to each Pledged Mortgage (each designated by it. In fulfilling such a "Master Servicer Mortgage File") or any funds that are deposited in the Distribution Account, the Bond Account, any Eligible Account, Servicing Account or Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the Bondholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, or assert by legal action or otherwise any claim or right of set-off against any Master Servicer Mortgage File or Trustee Mortgage File or any funds collected or held by, or under the control of, request the Master Servicer from time to time in respect shall not be responsible for determining the sufficiency of a Pledgedsuch information.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee. (i) Notwithstanding any other provisions of this Agreement, the The Master Servicer and the Servicer shall deliver transmit to the Trustee as required by this Agreement and (or the Indenture all Custodian on behalf of the Trustee) such documents and instruments relating to the Pledged Mortgages coming into the possession of the Master Servicer or the Servicer from time to time and shall account fully as are required by the terms hereof to be delivered to the Trustee for any Trustee, the Trust Administrator or the Custodian. Any funds received by the Master Servicer or by the Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer or by the Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Pledged MortgageMortgage Loan shall be held for the benefit of the Trustee, the Certificateholders and the Certificate Insurer subject to the Master Servicer’s right to retain or withdraw from the Distribution Account the Master Servicing Compensation and other amounts provided in this Agreement, and to the right of the Servicer to retain its Servicing Fee and other amounts as provided in this Agreement. The Master Servicer shall, and subject to Section 3.22 shall cause the Servicer to, provide access to information and documentation regarding the Mortgage Loans to the Trust Administrator, its agents and accountants at any time upon reasonable request and during normal business hours, the Certificate Insurer, the Pool Insurer and to Certificateholders 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 designated by it. In fulfilling such a request the Master Servicer shall not be responsible for determining the sufficiency of such information. All Trustee Mortgage Files, including without limitation the Mortgage Documents contained therein, Files and funds collected or held by, or under the control of, the Master Servicer from time to time or the Servicer, in respect of any Pledged MortgagesMortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, including but not limited to any funds on deposit in any Eligible Account and any other items constituting a part of the Trust Estate which from time to time come into the possession of the Master Servicer, shall be held by the Servicer or the Master Servicer Servicer, as applicable, for and on behalf of the Trustee Trustee, the Certificateholders and the Bondholders as specified in Section 8.10 of the Indenture, and Certificate Insurer shall be and remain the sole and exclusive property of the Trustee; provided, subject to the applicable provisions of this Agreement and the Indenture. The Master Servicer also agrees however, that it shall not create, incur or subject any Trustee Mortgage File, Mortgage Documents or other documents relating to a Pledged Mortgage which are in the possession of the Master Servicer with respect and the Servicer shall be entitled to each Pledged Mortgage (each a "Master Servicer Mortgage File") or setoff against, and deduct from, any such funds any amounts that are deposited in the Distribution Account, the Bond Account, any Eligible Account, Servicing Account or Escrow Account, or any funds that otherwise are or may become properly due or and payable to the Trustee for the benefit of the Bondholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, or assert by legal action or otherwise any claim or right of set-off against any Master Servicer Mortgage File or Trustee Mortgage File or any funds collected or held by, or the Servicer under the control of, the Master Servicer from time to time in respect of a Pledgedthis Agreement.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee. (i) Notwithstanding any other provisions of this Agreement, the The Master Servicer and the Servicers shall deliver transmit to the Trustee as required by this Agreement and (or the Indenture all Custodian on behalf of the Trustee) such documents and instruments relating to the Pledged Mortgages coming into the possession of the Master Servicer or the Servicers from time to time and shall account fully as are required by the terms hereof to be delivered to the Trustee for any Trustee, the Trust Administrator or the Custodian. Any funds received by the Master Servicer or by the Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer or by the Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Pledged MortgageMortgage Loan shall be held for the benefit of the Trustee and the Certificateholders subject to the Master Servicer's right to retain its Master Servicing Fee or withdraw from the Distribution Account the Master Servicing Compensation and other amounts provided in this Agreement, and to the right of the Servicer to retain its Servicing Fee and other amounts as provided in this Agreement. The Master Servicer shall, and subject to Section 3.22 shall cause the Servicer to, provide access to information and documentation regarding the Mortgage Loans to the Trust Administrator, its agents and accountants at any time upon reasonable request and during normal business hours, and to Certificateholders 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 117 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 designated by it. In fulfilling such a request the Master Servicer shall not be responsible for determining the sufficiency of such information. All Trustee Mortgage Files, including without limitation the Mortgage Documents contained therein, Files and funds collected or held by, or under the control of, the Master Servicer from time to time or the Servicer, in respect of any Pledged MortgagesMortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, including but not limited to any funds on deposit in any Eligible Account and any other items constituting a part of the Trust Estate which from time to time come into the possession of the Master Servicer, shall be held by the Servicer or the Master Servicer Servicer, as applicable, for and on behalf of the Trustee and the Bondholders as specified in Section 8.10 of the Indenture, Certificateholders and shall be and remain the sole and exclusive property of the Trustee; provided, subject to the applicable provisions of this Agreement and the Indenture. The Master Servicer also agrees however, that it shall not create, incur or subject any Trustee Mortgage File, Mortgage Documents or other documents relating to a Pledged Mortgage which are in the possession of the Master Servicer with respect and the Servicer shall be entitled to each Pledged Mortgage (each a "Master Servicer Mortgage File") or setoff against, and deduct from, any such funds any amounts that are deposited in the Distribution Account, the Bond Account, any Eligible Account, Servicing Account or Escrow Account, or any funds that otherwise are or may become properly due or and payable to the Trustee for the benefit of the Bondholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, or assert by legal action or otherwise any claim or right of set-off against any Master Servicer Mortgage File or Trustee Mortgage File or any funds collected or held by, or the Servicer under the control of, the Master Servicer from time to time in respect of a Pledgedthis Agreement.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee. (ia) Notwithstanding any other provisions of this Agreement, the The Master Servicer shall deliver transmit and the Servicer and the Subservicer (to the extent required by the Servicing Agreement) shall transmit to the Trustee as required by this Agreement and the Indenture all such documents and instruments relating to the Pledged Mortgages coming into the possession of the Master Servicer or the Servicer or the Subservicer from time to time and shall account fully 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 Trustee for any 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 Pledged Mortgage. All Mortgage Loan shall be held for the benefit of the Trustee Mortgage Files, including without limitation subject to the Mortgage Documents contained therein, funds collected Master Servicer’s right to retain or held by, or under withdraw from the control of, Distribution 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 Trust, the Trustee, and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to time in respect Certificateholders 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 Pledged Mortgages, whether from the collection of principal and interest payments other federal or from Liquidation Proceeds state banking or Insurance Proceeds, including but not limited to any funds on deposit in any Eligible Account and any other items constituting a part insurance regulatory authority if so required by applicable regulations of the Trust Estate which from time Office of Thrift Supervision or other regulatory authority, such access to time come into be afforded without charge but only upon reasonable request in writing and during normal business hours at the possession offices of the Master Servicer, shall be held the Servicer or the Subservicer, as the case may be, designated by the Master Servicer for and on behalf of the Trustee and the Bondholders as specified in Section 8.10 of the Indenturesuch Person. In fulfilling such a request, and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement and the Indenture. The Master Servicer also agrees that it shall not create, incur or subject any Trustee Mortgage File, Mortgage Documents or other documents relating to a Pledged Mortgage which are in the possession none of the Master Servicer with respect to each Pledged Mortgage (each a "Master Servicer Mortgage File") or any funds that are deposited in the Distribution AccountServicer, the Bond Account, any Eligible Account, Servicing Account Servicer or Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee Subservicer shall be responsible for determining the benefit sufficiency of the Bondholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, or assert by legal action or otherwise any claim or right of set-off against any Master Servicer Mortgage File or Trustee Mortgage File or any funds collected or held by, or under the control of, the Master Servicer from time to time in respect of a Pledgedsuch information.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee. (i) Notwithstanding any other provisions of this Agreement, the Master Servicer shall deliver to the Trustee as required by this Agreement and the Indenture all documents and instruments relating to the Pledged Mortgages coming into the possession of the Master Servicer from time to time and shall account fully to the Trustee for any funds received by the Master Servicer or which otherwise are collected by the Master Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Pledged Mortgage. All Trustee Mortgage Files, including without limitation the Mortgage Documents contained therein, funds collected or held by, or under the control of, the Master Servicer from time to time in respect of any Pledged Mortgages, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, including but not limited to any funds on deposit in any Eligible Account and any other items constituting a part of the Trust Estate which from time to time come into the possession of the Master Servicer, shall be held by the Master Servicer for and on behalf of the Trustee and the Bondholders as specified in Section 8.10 of the Indenture, and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement and the Indenture. The Master Servicer also agrees that it shall not create, incur or subject any Trustee Mortgage File, Mortgage Documents or other documents relating to a Pledged Mortgage which are in the possession of the Master Servicer with respect to each Pledged Mortgage (each a "“Master Servicer Mortgage File"”) or any funds that are deposited in the Distribution Account, the Bond Account, any Eligible Account, Servicing Account or Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the Bondholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, or assert by legal action or otherwise any claim or right of set-off against any Master Servicer Mortgage File or Trustee Mortgage File or any funds collected or held by, or under the control of, the Master Servicer from time to time in respect of a PledgedPledged Mortgage; provided, however, that the Master Servicer shall be entitled to set-off against and deduct from any such funds any amounts that are properly due and payable to the Master Servicer under this Agreement.