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 transmit to the Trustee as required by this Agreement all documents and instruments in respect of a Mortgage Loan coming into the possession of the Master Servicer from time to time and shall account fully to the Trustees 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 Mortgage Loan. 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, including but not limited to, any funds on deposit in the Collection Account, shall be held by the Master Servicer for and on behalf of the Trustees and shall be and remain the sole and exclusive property of the Trustees, subject to the applicable provisions of this Agreement. The Master Servicer also agrees that it shall not create, incur or subject any Mortgage File or any funds that are deposited in the Collection Account, Payment Account or any Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the Securityholders, 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 setoff against any Mortgage File or any funds collected on, or in connection with, a Mortgage Loan, except, 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.

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 transmit to the Trustee as required by this Agreement all documents and instruments in respect of a Mortgage Loan coming into the possession of the Master Servicer from time to time and shall account fully to the Trustees Trustee for any funds received by the Master Servicer or which that otherwise are collected by the Master Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. 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, including but not limited to, any funds on deposit in the Collection Protected Account, shall be held by the Master Servicer for and on behalf of the Trustees Trustee and shall be and remain the sole and exclusive property of the TrusteesTrustee, subject to the applicable provisions of this Agreement. The Master Servicer also agrees that it shall not create, incur or subject any Mortgage File or any funds that are deposited in the Collection Account, Payment Protected Account or Distribution Account or in any Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the SecurityholdersCertificateholders, 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 setoff set off against any Mortgage File or any funds collected on, or in connection with, a Mortgage Loan, except, 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.

Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee. (i) Notwithstanding any other provisions of this the Master Servicing Agreement, the Master Servicer shall transmit to the Trustee as required by this the Master Servicing Agreement and the Sales/Servicing Agreement all documents and instruments in respect of a Mortgage Loan coming into the possession of the Master Servicer from time to time and shall account fully to the Trustees Trustee and FMSC for any all funds received by the Master Servicer in the Master Custodial P & I Account or which otherwise are collected by the Master Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All Trustee Mortgage Loan Files, Lender Mortgage Loan 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, including but not limited to, any funds on deposit in the Collection Master Custodial P & I Account and in any Custodial P & I Account, shall be held by the Master Servicer for and on behalf of the Trustees Trustee, FMSC and the Securityholders and shall be and remain the sole and exclusive property of the Trustees, subject to the applicable provisions of this AgreementTrustee. The Master Servicer also agrees that it shall not create, incur or subject any Lender Mortgage Loan File, Trustee Mortgage Loan File or any funds that are deposited in the Collection any Custodial P & I Account or Custodial T & I Reserve Account, Payment in the Master Custodial P & I Account or any Escrow Account, and or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the SecurityholdersTrustee, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, or nor assert by legal action or otherwise any claim or right of setoff set-off against any Lender Mortgage Loan File or Trustee Mortgage Loan File or any funds collected on, or in connection with, a Mortgage Loan, Loan except, however, that the Master Servicer shall be entitled to set set-off against and deduct from any such funds any amounts that are properly due and payable to the Master Servicer under this Agreement. The Master Servicer hereby acknowledges that concurrently with the execution of the Master Servicing Agreement, the Trustee shall have acquired and shall hold a security interest in the Lender Mortgage Loan Files and Trustee Mortgage Loan Files (and in all Mortgage Loans represented by such Lender Mortgage Loan Files and Trustee Mortgage Loan Files) and in all funds now or hereafter held by, or under the control of, a Servicer or the Master Servicer that are collected by any Servicer or the Master Servicer in connection with the Mortgage Loans, whether as scheduled installments or principal or interest or as full or partial prepayments of principal or interest or as Liquidation Proceeds or Insurance Proceeds, and in all proceeds of the foregoing and proceeds of proceeds (but excluding any Servicing Fees or other amounts to which the Servicer is entitled under its Sales/Servicing Agreement or the Master Servicer is entitled to under the Master Servicing Agreement); and the Master Servicer agrees that so long as the Mortgage Loans are assigned to and held by the Trustee, all Lender Mortgage Loan Files and Trustee Mortgage Loan Files (and any documents or instruments constituting a part of such files) and such funds which come into the possession or custody of, or which are subject to the control of, the Master Servicer shall be held by the Master Servicer for and on behalf of the Trustee as the Trustee’s agent and bailee for purposes of perfecting the Trustee’s security interest therein as provided by the applicable uniform commercial code or other laws.

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 transmit to the Trustee as required by this Agreement all documents and instruments in respect of a Mortgage Loan coming into the possession of the Master Servicer from time to time and shall account fully to the Trustees 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 Mortgage Loan. 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, including but not limited to, any funds on deposit in the Collection Account, shall be held by the Master Servicer for and on behalf of the Trustees and shall be and remain the sole and exclusive property of the Trustees, subject to the applicable provisions of this Agreement. The Master Servicer also agrees that it shall not create, incur or subject any Mortgage File or any funds that are deposited in the Collection Account, Payment Account or any Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the Securityholders, 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 setoff against any Mortgage File or any funds collected on, or in connection with, a Mortgage Loan, except, 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.,