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

Documents, Records and Funds in Possession. of Master Servicer and the Custodians to Be Held for the Trustee. Notwithstanding any other provisions of this Agreement, the Master Servicer shall forward to the related Custodian with an instruction to, and the related Custodian shall, place within the Mortgage File and the Master Servicer shall cause each Servicer to transmit to the related Custodian as required by this Agreement and the related 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 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, the related Servicer or the related Custodian 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 or any Protected Account, shall be held by the Master Servicer, the related Servicer or the related Custodian for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the Trust, subject to the applicable provisions of this Agreement and the related Servicing Agreement. Each of the Master Servicer and the Custodians also agrees that it shall not create, incur or subject any Mortgage File or any funds that are deposited in the 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 the Master Servicer and the Custodians Custodian to Be Held for the Trustee. Notwithstanding any other provisions of this Agreement, the Master Servicer shall forward to the related Custodian with an instruction to, and the related Custodian shall, place within the Mortgage File and the Master Servicer shall cause each Servicer to transmit to the related Custodian as required by this Agreement and the related 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, Servicer or related 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, the related Servicer or the related Custodian 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 or any Protected Account, shall be held by the Master Servicer, the related Servicer or the related Custodian for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the Trust, subject to the applicable provisions of this Agreement and the related Servicing Agreement. Each of the Master Servicer and the Custodians Custodian also agrees that it shall not create, incur or subject any Mortgage File or any funds that are deposited in the 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 the Master Servicer and the Custodians Custodian to Be Held for the Trustee. Notwithstanding any other provisions of this Agreement, the Master Servicer shall forward to the related Custodian with an instruction to, and the related Custodian shall, place within the Mortgage File and the Master Servicer shall cause each Servicer to transmit to the related Custodian as required by this Agreement and the related 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, Servicer or related 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, the related Servicer or the related Custodian 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 or any Protected Account, shall be held by the Master Servicer, the related Servicer or the related Custodian for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the Trust, subject to the applicable provisions of this Agreement and the related Servicing Agreement. Each of the Master Servicer and the Custodians Custodian also agrees that it shall not create, incur or subject any Mortgage File or any funds that are deposited in the 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 CertificateholdersCertificateholders and the Certificate Insurer, 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 the Master Servicer and the Custodians Custodian to Be Held for the Trustee. Notwithstanding any other provisions of this Agreement, the Master Servicer shall forward to the related Custodian with an instruction to, and the related Custodian shall, place within the Mortgage File and the Master Servicer shall cause each Servicer to transmit to the related Custodian as required by this Agreement and the related 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, Servicer or related 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, the related Servicer or the related Custodian 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 or any Protected Account, shall be held by the Master Servicer, the related Servicer or the related Custodian for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the Trust, subject to the applicable provisions of this Agreement and the related Servicing Agreement. Each of the Master Servicer and the Custodians Custodian also agrees that it shall not create, incur or subject any Mortgage File or any funds that are deposited in the 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 CertificateholdersCertificateholders and the Group I Certificate Insurer, 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 the Master Servicer and the Custodians to Be Held for the Trustee. Trustee for the Benefit of the Certificateholders Notwithstanding any other provisions of this Agreement, the Master Servicer shall forward to the related Custodian with an instruction to, and the related Custodian shall, place within the Mortgage File and the Master Servicer shall cause each Servicer to transmit to the related Custodian as Trustee, to the extent required by this Agreement and the related Servicing Agreement 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 and the Paying Agent for any funds received by the Master Servicer or related Servicer or which otherwise are collected by the Master Servicerthereby, or related Servicer as including Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All Servicer Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, the related Servicer or the related Custodian in respect of any such Mortgage LoansLoans (or the Serviced Companion Loan), 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 Certificate Account (or any Protected the Serviced Companion Loan Custodial Account), shall be held by the Master Servicer, the related Servicer or the related Custodian for and on behalf of the Trustee and the Certificateholders (and in the case of the Serviced Loan Group, the holder of the Serviced Companion Loan) and shall be and remain the sole and exclusive property of the TrustTrustee, subject to the applicable provisions of this Agreement and the related Servicing Agreement. Each of the The Master Servicer and the Custodians also agrees that it shall not create, incur or subject any Servicer Mortgage Files or Trustee Mortgage File or any funds that are deposited in the Collection Account, Distribution Certificate Account or any Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for or the benefit of the CertificateholdersPaying Agent, 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 Servicer Mortgage Files or Trustee 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 receive 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 the Master Servicer and the Custodians Servicers to Be Held for the Trustee. Trustee for the Benefit of the Certificateholders Notwithstanding any other provisions of this Agreement, the each Master Servicer shall forward to the related Custodian with an instruction to, and the related Custodian shall, place within the Mortgage File and the Master Servicer shall cause each Servicer to transmit to the related Custodian as Trustee, to the extent required by this Agreement and the related Servicing Agreement Agreement, all documents and instruments in respect of a Mortgage Loan coming into the possession of the such Master Servicer or related Servicer from time to time and shall account fully to the Trustee and the Paying Agent for any funds received by the Master Servicer or related Servicer or which otherwise are collected by the Master Servicerthereby, or related Servicer as including Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All Servicer Mortgage Files and funds collected or held by, or under the control of, the each Master Servicer, the related Servicer or the related Custodian in respect of any such 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 Account or any Protected Accountapplicable Certificate Accounts, shall be held by the applicable Master Servicer, the related Servicer or the related Custodian for and on behalf of the Trustee and the Certificateholders and shall be and remain the sole and exclusive property of the TrustTrustee, subject to the applicable provisions of this Agreement and the related Servicing Agreement. Each of the Master Servicer and the Custodians also agrees that it shall not create, incur or subject any Servicer Mortgage Files or Trustee Mortgage File or any funds that are deposited in the Collection Account, Distribution Account Certificate Accounts or any the applicable Escrow AccountAccounts, or any funds that otherwise are or may become due or payable to the Trustee for or the benefit of the CertificateholdersPaying Agent, 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 Servicer Mortgage Files or Trustee Mortgage File or any funds collected on, or in connection with, a Mortgage Loan, except, however, that the Master Servicer Servicers shall be entitled to set off against and deduct receive from any such funds any amounts that are properly due and payable to the Master Servicer Servicers under this Agreement.

Documents, Records and Funds in Possession. of Master the Servicer and the Custodians to Be be Held for the Trustee. Notwithstanding any other provisions of this Agreement, the Master The Servicer shall forward to the related Custodian with an instruction to, and the related Custodian shall, place within the Mortgage File and the Master Servicer shall cause each Servicer to transmit to the related Custodian Trustee or, at the direction of the Trustee, the Custodian, as required by this Agreement and the related Servicing Agreement all documents and instruments in respect of a BANA Mortgage Loan serviced by it 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 or Insurance Proceeds in respect of any BANA Mortgage Loan. The documents constituting the Servicing File shall be held by the Servicer as custodian and bailee for the Trustee. All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, the related Servicer or the related Custodian in respect of any BANA 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 or any Protected BANA Custodial Account, shall be held by the Master Servicer, the related Servicer or the related Custodian for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the TrustTrustee, subject to the applicable provisions of this Agreement and the related Servicing Agreement. Each of the Master The Servicer and the Custodians also agrees that it shall not knowingly create, incur or subject any Mortgage File or any funds that are deposited in the Collection BANA Custodial Account, Distribution Master Servicer Custodial 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 encumbranceencumbrance created by the Servicer, 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 BANA 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 and to be Held on Behalf of the Custodians to Be Held Trustee for the TrusteeBenefit of the Certificateholders. Notwithstanding any other provisions of this Agreement, the Master Servicer shall forward to the related Custodian with an instruction to, and the related Custodian shall, place within the Mortgage File and the Master Servicer shall cause each Servicer to transmit to the related Custodian as Trustee to the extent required by this Agreement and the related Servicing Agreement all documents and instruments in respect of a Mortgage Loan coming into the possession of the Master Servicer or related any Sub-Servicer from time to time and shall account fully to the Trustee for the benefit of the Certificateholders for any funds received by or on behalf of the Master Servicer or related Servicer or which otherwise are collected by or on behalf the Master Servicer, or related Servicer as Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All Servicing Files and Mortgage Files in the possession of the Master Servicer, and all funds collected or held by, or under the control of, the Master Servicer, the related Servicer or the related Custodian in respect of any Mortgage Loans, whether from the collection of principal principal, interest and interest other payments on the Mortgage Assets or from Repurchase Proceeds, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds or otherwise, including but not limited to, any funds on deposit in the Collection Account or any Protected Custodial Account, shall be held by the Master Servicer, the related Servicer or the related Custodian for and on behalf of the Trustee for the benefit of the Certificateholders and, to the extent of any Retained Yield, for and on behalf of Greystone Funding (with respect to a Greystone Mortgage Asset) or Daiwa Finance (with respect to a Daiwa Mortgage Asset), and shall be and remain the sole and exclusive property of the TrustTrustee and, to the extent of any Retained Yield, Greystone Funding (with respect to a Greystone Mortgage Asset) or Daiwa Finance (with respect to a Daiwa Mortgage Asset), subject to the applicable provisions of this Agreement and the related Servicing Agreement. Each of the The Master Servicer and the Custodians also agrees that it shall not create, incur or subject any Servicing File or Mortgage File or any funds that are deposited in the Collection Account, Distribution Custodial Account or any Reserve Account or 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 Servicing File or 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 the Master ----------------------------------------------------------- Servicer and the Custodians to Be be Held for the Trustee. ------------------------------------ Notwithstanding any other provisions of this Agreement, the Master Servicer shall forward to the related Custodian with an instruction to, and the related Custodian shall, place within the Mortgage File and the Master Servicer shall cause each Servicer to transmit to the related Trustee (or a Custodian on behalf of the Trustee) as required by this Agreement and the related Servicing Agreement Agreements 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 the related Servicer or which otherwise are collected by the Master Servicer, Servicer or the related Servicer as Liquidation Proceeds Proceeds, Recoveries 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, the related Servicer or the related Custodian 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 Master Servicer Custodial Account or any Protected Servicer Custodial Account, shall be held by the Master Servicer, the related Servicer or the related Custodian Servicer for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the Trustee on behalf of the Trust, subject to the applicable provisions of this Agreement and the related Servicing Agreement. Each of the The Master Servicer and the Custodians also agrees that it shall not not, and shall enforce any requirement under the related Servicing Agreement that the related Servicer shall not, knowingly create, incur or subject any Mortgage File or any funds that are deposited in the Collection any Master Servicer Custodial Account, Distribution any Servicer Custodial Account, the Certificate 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 encumbranceencumbrance created by the Master Servicer or Servicer, 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 the Master Servicer and the Custodians Servicers to Be Held for the Trustee. Trustee for the Benefit of the Certificateholders Notwithstanding any other provisions of this Agreement, the each Master Servicer shall forward to the related Custodian with an instruction to, and the related Custodian shall, place within the Mortgage File and the Master Servicer shall cause each Servicer to transmit to the related Custodian as Custodian, to the extent required by this Agreement and the related Servicing Agreement Agreement, all documents and instruments in respect of a Mortgage Loan coming into the possession of the such Master Servicer or related Servicer from time to time and shall account fully to the Trustee (and the Custodian on its behalf) and the Paying Agent for any funds received by the Master Servicer or related Servicer or which otherwise are collected by the Master Servicerthereby, or related Servicer as including Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All Servicer Mortgage Files and funds collected or held by, or under the control of, the each Master Servicer, the related Servicer or the related Custodian in respect of any such Mortgage Loans (or Serviced Companion 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 Account applicable Certificate Accounts (or any Protected the Serviced Companion Loan Custodial Account), shall be held by the applicable Master Servicer, the related Servicer or the related Custodian for and on behalf of the Trustee and the Certificateholders (or the holder of a Serviced Companion Loan, as applicable) and shall be and remain the sole and exclusive property of the TrustTrustee, subject to the applicable provisions of this Agreement and the related Servicing Agreement. Each of the Master Servicer and the Custodians also agrees that it shall not create, incur or subject any Servicer Mortgage File or Custodian Mortgage File or any funds that are deposited in the Collection Account, Distribution Account Certificate Accounts or any the applicable Escrow AccountAccounts, or any funds that otherwise are or may become due or payable to the Trustee for or the benefit of the CertificateholdersPaying Agent, 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 Servicer Mortgage File or Custodian Mortgage File or any funds collected on, or in connection with, a Mortgage Loan, except, however, that the Master Servicer Servicers shall be entitled to set off against and deduct receive from any such funds any amounts that are properly due and payable to the Master Servicer Servicers under this Agreement.

Documents, Records and Funds in Possession. of Master the Servicer and the Custodians to Be be Held for the Trustee. Notwithstanding any other provisions of this Agreement, the Master The Servicer shall forward to the related Custodian with an instruction to, and the related Custodian shall, place within the Mortgage File and the Master Servicer shall cause each Servicer to transmit to the related Trustee or, at the direction of the Trustee, the Custodian as required by this Agreement and the related 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 or Insurance Proceeds in respect of any Mortgage Loan. The documents constituting the Servicing File shall be held by the Servicer as custodian and bailee for the Trustee. All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, the related Servicer or the related Custodian 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 or any Protected Servicer Custodial Account, shall be held by the Master Servicer, the related Servicer or the related Custodian for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the TrustTrustee, subject to the applicable provisions of this Agreement and the related Servicing Agreement. Each of the Master The Servicer and the Custodians also agrees that it shall not knowingly create, incur or subject any Mortgage File or any funds that are deposited in the Collection Servicer Custodial Account, Distribution Certificate 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 encumbranceencumbrance created by the Servicer, 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 and the Custodians to Be be Held for the TrusteeTrustee for the Benefit of the Certificateholders. Notwithstanding any other provisions of this Agreement, the Master Servicer shall forward to the related Custodian with an instruction to, and the related Custodian shall, place within the Mortgage File and the Master Servicer shall cause each Servicer to transmit to the related Custodian as Trustee to the extent required by this Agreement and the related 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 the benefit of the Certificateholders 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 or Insurance Proceeds in respect of any Mortgage Loan. All Servicer Mortgage Files or Trustee Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, the related Servicer or the related Custodian 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 Account or any Protected Custodial Account, shall be held by the Master Servicer, the related Servicer or the related Custodian for and on behalf of the Trustee for the benefit of the Certificateholders and shall be and remain the sole and exclusive property of the TrustTrustee, subject to the applicable provisions of this Agreement and the related Servicing Agreement. Each of the Master The Servicer and the Custodians also agrees that it shall not create, incur or subject any Servicer Mortgage File or Trustee Mortgage File or any funds that are deposited in the Collection Account, Distribution Custodial 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 Servicer Mortgage File or Trustee 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 subject to the terms of this Agreement.

Documents, Records and Funds in Possession. of Master the Servicer and the Custodians to Be be Held for the Trustee. Notwithstanding any other provisions of this Agreement, the Master -------------------------------------------------------------------------------- The Servicer shall forward to the related Custodian with an instruction to, and the related Custodian shall, place within the Mortgage File and the Master Servicer shall cause each Servicer to transmit to the related Custodian Trustee or, at the direction of the Trustee, the Custodian, as required by this Agreement and the related Servicing Agreement all documents and instruments in respect of a BANA Mortgage Loan serviced by it 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 or Insurance Proceeds in respect of any BANA Mortgage Loan. The documents constituting the Servicing File shall be held by the Servicer as custodian and bailee for the Trustee. All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, the related Servicer or the related Custodian in respect of any BANA 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 or any Protected BANA Custodial Account, shall be held by the Master Servicer, the related Servicer or the related Custodian for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the TrustTrustee, subject to the applicable provisions of this Agreement and the related Servicing Agreement. Each of the Master The Servicer and the Custodians also agrees that it shall not knowingly create, incur or subject any Mortgage File or any funds that are deposited in the Collection BANA Custodial Account, Distribution Master Servicer Custodial 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 encumbranceencumbrance created by the Servicer, 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 BANA 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 and the Custodians to Be be Held for the TrusteeTrustee for the Benefit of the Certificateholders. Notwithstanding any other provisions of this Agreement, the Master Servicer shall forward to the related Custodian with an instruction to, and the related Custodian shall, place within the Mortgage File and the Master Servicer shall cause each Servicer to transmit to the related Custodian as Trustee, to the extent required by this Agreement and the related Servicing Agreement 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 Servicerthereby, or related Servicer as including Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All Servicer Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, the related Servicer or the related Custodian in respect of any Mortgage LoansLoans (or any B Note or Serviced Companion Mortgage Loan), 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 Certificate Account (or any A/B Loan Custodial Account or any Protected Serviced Companion Mortgage Loan Custodial Account), shall be held by the Master Servicer, the related Servicer or the related Custodian for and on behalf of the Trustee and the Certificateholders (or the holder of any B Note or Serviced Companion Mortgage Loan, as applicable) and shall be and remain the sole and exclusive property of the TrustTrustee, subject to the applicable provisions of this Agreement and the related Servicing Agreement. Each of the The Master Servicer and the Custodians also agrees that it shall not create, incur or subject any Servicer Mortgage Files or Trustee Mortgage File or any funds that are deposited in the Collection Account, Distribution Certificate 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, 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 Servicer Mortgage Files or Trustee 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 receive 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 the Servicer and the Custodians to Be be ---------------------------------------------------------------- Held for the Trustee. Notwithstanding any other provisions of this Agreement, the Master --------------------- The Servicer shall forward to the related Custodian with an instruction to, and the related Custodian shall, place within the Mortgage File and the Master Servicer shall cause each Servicer to transmit to the related Custodian Trustee or, at the direction of the Trustee, the Custodian, as required by this Agreement and the related Servicing Agreement all documents and instruments in respect of a BANA Mortgage Loan serviced by it 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 or Insurance Proceeds in respect of any BANA Mortgage Loan. The documents constituting the Servicing File shall be held by the Servicer as custodian and bailee for the Trustee. All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, the related Servicer or the related Custodian in respect of any BANA 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 or any Protected BANA Custodial Account, shall be held by the Master Servicer, the related Servicer or the related Custodian for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the TrustTrustee, subject to the applicable provisions of this Agreement and the related Servicing Agreement. Each of the Master The Servicer and the Custodians also agrees that it shall not knowingly create, incur or subject any Mortgage File or any funds that are deposited in the Collection BANA Custodial Account, Distribution Master Servicer Custodial 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 encumbranceencumbrance created by the Servicer, 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 BANA 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 and the Custodians to Be be Held for the TrusteeDepositor and the Trustee for the Benefit of the Certificateholders. Notwithstanding any other provisions of this Agreement, the Master Servicer shall forward to the related Custodian with an instruction to, and the related Custodian shall, place within the Mortgage File and the Master Servicer shall cause each Servicer to transmit to the related Custodian as Trustee to the extent required by this Agreement and the related 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 the benefit of the Certificateholders 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 or Insurance Proceeds in respect of any Mortgage Loan. All Servicer Mortgage Files or Trustee Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, the related Servicer or the related Custodian 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 Account or any Protected Custodial Account, shall be held by the Master Servicer, the related Servicer or the related Custodian for and on behalf of the Depositor, the Trustee for the benefit of the Certificateholders and shall be and remain the sole and exclusive property of the TrustTrustee, subject to the applicable provisions of this Agreement and the related Servicing Agreement. Each of the Master The Servicer and the Custodians also agrees that it shall not create, incur or subject any Servicer Mortgage File or Trustee Mortgage File or any funds that are deposited in the Collection Account, Distribution Custodial 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 Servicer Mortgage File or Trustee 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 subject to the terms of this Agreement.

Documents, Records and Funds in Possession. of Master the -------------------------------------------------- Servicer and the Custodians to Be be Held for the Trustee. Notwithstanding any other provisions of this Agreement, the Master ----------------------------------- The Servicer shall forward to the related Custodian with an instruction to, and the related Custodian shall, place within the Mortgage File and the Master Servicer shall cause each Servicer to transmit to the related Trustee or, at the direction of the Trustee, the Custodian as required by this Agreement and the related 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 or Insurance Proceeds in respect of any Mortgage Loan. The documents constituting the Servicing File shall be held by the Servicer as custodian and bailee for the Trustee. All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, the related Servicer or the related Custodian 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 or any Protected Servicer Custodial Account, shall be held by the Master Servicer, the related Servicer or the related Custodian for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the TrustTrustee, subject to the applicable provisions of this Agreement and the related Servicing Agreement. Each of the Master The Servicer and the Custodians also agrees that it shall not knowingly create, incur or subject any Mortgage File or any funds that are deposited in the Collection Servicer Custodial Account, Distribution Certificate 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 encumbranceencumbrance created by the Servicer, 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.