Common use of Documents, Records and Funds in Possession of Master Clause in Contracts

Documents, Records and Funds in Possession of Master. Servicer to be Held for the Trustee. ----------------------------------- 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 Trustee for any funds received by the Master Servicer or which otherwise are collected by the Master Servicer as Liquidation Proceeds, Insurance Proceeds or Subsequent Recoveries 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 and any Subsequent Recoveries, including but not limited to, any funds on deposit in the Certificate Account, shall be held by the Master Servicer for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the Trustee, 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 Certificate Account, Distribution 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 Certificateholders, 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 the Trustee. ----------------------------------- 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 Trustee for any funds received by the Master Servicer or which otherwise are collected by the Master Servicer as Liquidation Proceeds, Proceeds or Insurance Proceeds or Subsequent Recoveries 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 and any Subsequent RecoveriesProceeds, including but not limited to, any funds on deposit in the Certificate Account, shall be held by the Master Servicer for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the Trustee, 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 Certificate Account, Distribution 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 Certificateholders, 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 To Be Held for the Trustee. ----------------------------------- Notwithstanding any other provisions of this Agreement, the (a) The Master Servicer shall transmit transmit, or ------------------------------- cause the applicable Servicer to transmit, to the Trustee as required by this Agreement all such documents and instruments in respect of a Mortgage Loan 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 to be delivered to the Trustee for any Trustee. 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 by a Servicer as Liquidation Proceeds, Proceeds or Insurance Proceeds or Subsequent Recoveries 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 and any Subsequent Recoveries, including but not limited to, any funds on deposit in the Certificate Account, Loan shall be held by for the Master Servicer for and on behalf benefit of the Trustee 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 Collection Account the Master Servicing Fee and other amounts provided in this Agreement, and to the right of each Servicer to retain its Servicing Fee as provided in the applicable provisions of this Servicing Agreement. The Master Servicer also agrees that it shall, and shall not create(to the extent provided in the applicable Servicing Agreement) cause each Servicer to, incur or subject provide access to information and documentation regarding the Mortgage Loans to the Trustee, its agents and accountants at any Mortgage File or any funds time upon reasonable request and during normal business hours, and to Certificateholders that are deposited in savings and loan associations, banks or insurance companies, the Certificate AccountOffice of Thrift Supervision, Distribution Account the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any Escrow Account, other federal or any funds that otherwise are state banking or may become due or payable to the Trustee for the benefit insurance regulatory authority if so required by applicable regulations of the Certificateholders, to any claim, lien, security interest, judgment, levy, writ Office of attachment Thrift Supervision or other encumbranceregulatory authority, or assert 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 legal action or otherwise any claim or right of setoff against any Mortgage File or any funds collected on, or in connection with, it. In fulfilling such a Mortgage Loan, except, however, that request the Master Servicer shall not be entitled to set off against and deduct from any responsible for determining the sufficiency of such funds any amounts that are properly due and payable to the Master Servicer under this Agreementinformation.

Documents, Records and Funds in Possession of Master. Servicer to be To Be Held for the Trustee. ----------------------------------- Notwithstanding any other provisions of this Agreement, the (a) The Master Servicer shall transmit transmit, ------------------------------- or cause the applicable Servicer to transmit, to the Trustee as required by this Agreement all such documents and instruments in respect of a Mortgage Loan 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 to be delivered to the Trustee for any Trustee. 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 by a Servicer as Liquidation Proceeds, Proceeds or Insurance Proceeds or Subsequent Recoveries 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 and any Subsequent Recoveries, including but not limited to, any funds on deposit in the Certificate Account, Loan shall be held by for the Master Servicer for and on behalf benefit of the Trustee 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 Collection Account the Master Servicing Fee and other amounts provided in this Agreement, and to the right of each Servicer to retain its Servicing Fee as provided in the applicable provisions of this Servicing Agreement. The Master Servicer also agrees that it shall, and shall not create(to the extent provided in the applicable Servicing Agreement) cause each Servicer to, incur or subject provide access to information and documentation regarding the Mortgage Loans to the Trustee, its agents and accountants at any Mortgage File or any funds time upon reasonable request and during normal business hours, and to Certificateholders that are deposited in savings and loan associations, banks or insurance companies, the Certificate AccountOffice of Thrift Supervision, Distribution Account the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any Escrow Account, other federal or any funds that otherwise are state banking or may become due or payable to the Trustee for the benefit insurance regulatory authority if so required by applicable regulations of the Certificateholders, to any claim, lien, security interest, judgment, levy, writ Office of attachment Thrift Supervision or other encumbranceregulatory authority, or assert 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 legal action or otherwise any claim or right of setoff against any Mortgage File or any funds collected on, or in connection with, it. In fulfilling such a Mortgage Loan, except, however, that request the Master Servicer shall not be entitled to set off against and deduct from any responsible for determining the sufficiency of such funds any amounts that are properly due and payable to the Master Servicer under this Agreementinformation.

Documents, Records and Funds in Possession of Master. Servicer to be Held for the Trustee. ----------------------------------- ------------------------------------ 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 Trustee for any funds received by the Master Servicer or which otherwise are collected by the Master Servicer as Liquidation Proceeds, Insurance Proceeds or Subsequent Recoveries 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 and any Subsequent Recoveries, including but not limited to, any funds on deposit in the Certificate Account, shall be held by the Master Servicer for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the Trustee, 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 Certificate Account, Distribution 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 Certificateholders, 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 the Trustee. ----------------------------------- ------------------------------- 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 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, Proceeds or Insurance Proceeds or Subsequent Recoveries 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 and any Subsequent Recoveriesor Insurance Proceeds, including but not limited to, any funds on deposit in the Certificate 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 Trustee Trustee, FMSC and the Securityholders and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement. 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 Certificate any Custodial P & I Account or Custodial T & I Reserve Account, Distribution 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 CertificateholdersTrustee, 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 the Trustee. ----------------------------------- ------------------------------- 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 Trustee and NMSC 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, Proceeds or Insurance Proceeds or Subsequent Recoveries 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 and any Subsequent Recoveriesor Insurance Proceeds, including but not limited to, any funds on deposit in the Certificate 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 Trustee Trustee, NMSC and the Securityholders and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement. 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 Certificate any Custodial P & I Account or Custodial T & I Reserve Account, Distribution 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 CertificateholdersTrustee, 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 Be Held for the Trustee. ----------------------------------- Notwithstanding any other provisions of this Agreement, the Master Servicer shall place within the Mortgage File and shall cause each Servicer to transmit to the Trustee Master Servicer as required by this Agreement and the related Purchase and Servicing Agreement all documents and instruments in respect of a Mortgage Loan coming into the possession of the Master Servicer or related Servicer from time to time and shall account fully to the Trustee for any funds received by the Master Servicer or related Servicer or which otherwise are collected by the Master Servicer or related Servicer as Liquidation Proceeds, Proceeds or Insurance Proceeds or Subsequent Recoveries in respect of any Mortgage Loan. All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer or related Servicer in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds and any Subsequent RecoveriesProceeds, including but not limited to, any funds on deposit in the Certificate Collection Account or any Protected Account, shall be held by the Master Servicer or the related Servicer for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement and the related Purchase and Servicing 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 Certificate Collection Account, Distribution 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 Certificateholders, 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 To Be Held for the Trustee. ----------------------------------- Notwithstanding any other provisions of this Agreement, the (a) The Master Servicer shall transmit transmit, ------------------------------- or cause the applicable Servicer to transmit, to the Trustee as required by this Agreement all such documents and instruments in respect of a Mortgage Loan 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 to be delivered to the Trustee for any Trustee. 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 by a Servicer as Liquidation Proceeds, Proceeds or Insurance Proceeds or Subsequent Recoveries 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 and any Subsequent Recoveries, including but not limited to, any funds on deposit in the Certificate Account, Loan shall be held by the Master Servicer for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the Trustee, 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 Certificate Account, Distribution 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 CertificateholdersTrustee and the Certificateholders subject to the Master Servicer's right to retain or withdraw from the Collection Account the Master Servicing Fee and other amounts provided in this Agreement, and to the right of each Servicer to retain its Servicing Fee as provided in the Servicing Guide. The Master Servicer shall, and shall cause each Servicer to, provide access to information and documentation regarding the Mortgage Loans to the Trustee, its agents and accountants at any claimtime upon reasonable request and during normal business hours, lienand to Certificateholders that are savings and loan associations, security interestbanks or insurance companies, judgmentthe Office of Thrift Supervision, levy, 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 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 legal action or otherwise any claim or right of setoff against any Mortgage File or any funds collected on, or in connection with, it. In fulfilling such a Mortgage Loan, except, however, that request the Master Servicer shall not be entitled to set off against and deduct from any responsible for determining the sufficiency of such funds any amounts that are properly due and payable to the Master Servicer under this Agreementinformation.

Documents, Records and Funds in Possession of Master. Servicer to be Held for the Trustee. ----------------------------------- 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 Trustee for any funds received by the Master Servicer or which otherwise are collected by the Master Servicer as Liquidation Proceeds, Insurance Proceeds or Subsequent Recoveries 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 and any Subsequent RecoveriesRecoveries , including but not limited to, any funds on deposit in the Certificate Account, shall be held by the Master Servicer for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the Trustee, 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 Certificate Account, Distribution 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 Certificateholders, 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 the Trustee. ----------------------------------- ------------------------------------ Notwithstanding any other provisions of this Agreement, the Master Servicer shall transmit to the Co-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 Trustee for any funds received by the Master Servicer or which that otherwise are collected by the Master Servicer as Liquidation Proceeds, Insurance Proceeds or Subsequent Recoveries 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 and any or Subsequent Recoveries, including but not limited to, any funds on deposit in the Certificate Account, shall be held by the Master Servicer for and on behalf of the Trustee Trust Fund and shall be and remain the sole and exclusive property of the TrusteeTrust Fund, 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 Certificate Account, the Distribution Account Account, the Carryover Reserve Fund or in any Escrow AccountAccount (as defined in Section 3.06), or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the Certificateholders, 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.