Common use of Documents, Records and Funds Clause in Contracts

Documents, Records and Funds. in Possession of the Master Servicer or a Servicer to be Held for the Trustee. Notwithstanding any other provisions of this Agreement, the Master Servicer and each Servicer shall transmit to the Trustee, or the Custodian on its behalf, as required by this Agreement all documents and instruments in respect of a Mortgage Loan coming into the possession of the Master Servicer or the related Servicer from time to time required to be delivered to the Trustee, or the Custodian on its behalf, pursuant to the terms hereof and shall account fully to the Trust Administrator for any funds received by the Master Servicer or such Servicer or which otherwise are collected by the Master Servicer or such 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 or a 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 a Collection Account, shall be held by the Master Servicer or the related Servicer for and on behalf of the Trustee or the Trust Administrator and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement. The Master Servicer and each Servicer also agrees that it shall not create, incur or subject any Mortgage File or any funds that are deposited in the related Collection Account, Certificate Account or any related Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee or the Trust Administrator 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 or such 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 or such Servicer under this Agreement.

Documents, Records and Funds. in Possession of the Master Servicer or a Servicer to be Held for the TrusteeTrustee for the Benefit of the Certificateholders. Notwithstanding any other provisions of this Agreement, the Master Servicer and each Servicer shall transmit to the Trustee, or the Custodian on its behalfCertificate Administrator and the Custodian, as to the extent required by this Agreement Agreement, all documents and instruments in respect of a Mortgage Loan coming into the possession of the Master Servicer or the related Servicer from time to time required to be delivered to the Trustee, or the Custodian on its behalf, pursuant to the terms hereof and shall account fully to the Trust Trustee, the Certificate Administrator and the Custodian for any funds received by the Master Servicer or such Servicer or which otherwise are collected by the Master Servicer or such Servicer as thereby, 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 or a Servicer in respect of any Mortgage LoansLoans (or any B Note or 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 a the Collection Account (or any A/B Whole Loan Custodial Account or any Serviced Companion Loan Custodial Account), shall be held by the Master Servicer or the related Servicer for and on behalf of the Trustee and the Certificateholders (or the Trust Administrator holder of any B Note or Serviced Companion Loan, as applicable) and shall be and remain the sole and exclusive property of the TrusteeTrust, subject to the applicable provisions of this Agreement. The Master Servicer and each Servicer also agrees that it shall not create, incur or subject any Servicer Mortgage Files or Trust Mortgage File or any funds that are deposited in the related Collection Account, Certificate Account or any related Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee Trustee, the Certificate Administrator or the Trust Administrator for the benefit of the CertificateholdersCustodian, 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 Trust Mortgage File or any funds collected on, or in connection with, a Mortgage Loan, except, however, that the Master Servicer or such 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 or such Servicer under this Agreement.

Documents, Records and Funds. in Possession of the Master Servicer or a Servicer Company to be Be Held for the Trustee. Notwithstanding any other provisions of this Agreement, the Master Servicer and each Servicer Company shall transmit to the Trustee, Trustee or the related Custodian on its behalf, behalf of the Trustee as required by this Agreement all documents and instruments in respect of a an EMC Mortgage Loan coming into the possession of the Master Servicer or the related Servicer Company from time to time required to be delivered to the Trustee, or the Custodian on its behalf, pursuant to the terms hereof and shall account fully to the Trust Administrator Master Servicer for any funds received by the Master Servicer Company or such Servicer or which that otherwise are collected by the Master Servicer or such Servicer Company as Liquidation Proceeds, Insurance Proceeds or Insurance Proceeds Subsequent Recoveries in respect of any such Mortgage Loan. All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer or a Servicer Company in respect of any EMC Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation ProceedsProceeds or Subsequent Recoveries, including but not limited to, any funds on deposit in a Collection Accountthe Protected Account maintained by the Company, shall be held by the Master Servicer or the related Servicer Company for and on behalf of the Trustee or the Trust Administrator and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement. The Master Servicer and each Servicer Company also agrees that it shall not create, incur or subject any Mortgage File or any funds that are deposited in the related Collection Account, Certificate Protected Account maintained by the Company or in any related Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee or the Trust Administrator 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 an EMC Mortgage Loan, except, however, that the Master Servicer or such Servicer Company 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 Company under this Agreement. All funds collected or held by, or under the control of, the Company, in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Company for and on behalf of the Trustee and the Certificateholders and shall be and remain the sole and exclusive property of the Trustee; provided, however, that the Company shall be entitled to setoff against, and deduct from, any such Servicer funds any amounts that are properly due and payable to the Company under this Agreement.

Documents, Records and Funds. in Possession of the Master Servicer or a Special Servicer to be Held for the TrusteeTrustee for the Benefit of the Certificateholders. Notwithstanding any other provisions of this Agreement, the Master Servicer and each the Special Servicer shall each transmit to the Trustee, or to the Custodian on its behalf, as extent required by this Agreement Agreement, all documents and instruments in respect of a Mortgage Loan coming into the possession of the Master Servicer or the related Servicer Special Servicer, as the case may be, from time to time required to be delivered to the Trustee, or the Custodian on its behalf, pursuant to the terms hereof and shall account fully to the Trust Administrator Trustee for any funds received by the Master Servicer or such Servicer or which otherwise are collected by the Master Servicer or such Servicer as thereby, including Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds in respect of any Mortgage LoanLoan or REO Property. All Mortgage Files Loan documents and funds collected or held by, or under the control of, the Master Servicer or a the Special Servicer in respect of any Mortgage LoansLoans and/or REO Properties, whether from the collection of principal and interest payments or from Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds or otherwise, including but not limited to, any funds on deposit in a the Collection Account, shall be held by the Master Servicer or the related Servicer Special Servicer, as the case may be, for and on behalf of the Trustee or and the Trust Administrator Certificateholders and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement. The Master Servicer and the Special Servicer each Servicer also agrees that it shall not create, incur or subject any Mortgage File Loan documents or any funds that are deposited in the related Collection Account, Certificate Account or any related Escrow Lock-Box Account, Reserve Account or Servicing Account, or any funds that otherwise are or may become due or payable to the Trustee or the Trust Administrator 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 Mortgage File Loan documents or any funds collected on, or in connection with, a Mortgage LoanLoan or REO Property, except, however, that the Master Servicer or such and the Special Servicer each 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 or such Servicer the Special Servicer, as the case may be, under this Agreement.

Documents, Records and Funds. in Possession of the Master Servicer or a Servicer to be Held for the TrusteeTrustee for the Benefit of the Certificateholders. Notwithstanding any other provisions of this Agreement, the Master Servicer and each Servicer shall transmit to the Trustee, or and the Custodian on its behalfPaying Agent, as to the extent required by this Agreement Agreement, all documents and instruments in respect of a Mortgage Loan coming into the possession of the Master Servicer or the related Servicer from time to time required to be delivered to the Trustee, or the Custodian on its behalf, pursuant to the terms hereof and shall account fully to the Trust Administrator Trustee and the Paying Agent for any funds received by the Master Servicer or such Servicer or which otherwise are collected by the Master Servicer or such Servicer as thereby, 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 or a Servicer 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 a Collection the Certificate Account (or any A/B Loan Custodial Account or any Serviced Companion Mortgage Loan Custodial Account), shall be held by the Master Servicer or the related Servicer for and on behalf of the Trustee and the Certificateholders (or the Trust Administrator holder of any B Note or Serviced Companion Mortgage Loan, as applicable) and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement. The Master Servicer and each Servicer 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 related Collection Account, Certificate Account or any related Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee or the Trust Administrator for 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 or such 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 or such Servicer under this Agreement.

Documents, Records and Funds. in Possession of the Master Servicer or a Special Servicer to be Held for Trustee for the TrusteeBenefit of Certificateholders. Notwithstanding any other provisions of this Agreement, the Master Servicer and each the Special Servicer shall each transmit to the Trustee, or to the Custodian on its behalf, as extent required by this Agreement Agreement, all documents and instruments in respect of a Mortgage Loan coming into the possession of the Master Servicer or the related Servicer Special Servicer, as the case may be, from time to time required to be delivered to the Trustee, or the Custodian on its behalf, pursuant to the terms hereof and shall account fully to the Trust Administrator Trustee for any funds received by the Master Servicer or such Servicer or which otherwise are collected by the Master Servicer or such Servicer as thereby, including Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds in respect of any Mortgage LoanLoan or REO Property. All Mortgage Files Loan documents and funds collected or held by, or under the control of, the Master Servicer or a the Special Servicer in respect of any Mortgage LoansLoans and/or REO Properties, whether from the collection of principal and interest payments or from Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds or otherwise, including but not limited to, any funds on deposit in a the Collection Account, shall be held by the Master Servicer or the related Servicer Special Servicer, as the case may be, for and on behalf of the Trustee or and the Trust Administrator Certificateholders and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement. The Master Servicer and the Special Servicer each Servicer also agrees that it shall not create, incur or subject any Mortgage File Loan documents or any funds that are deposited in the related Collection Account, Certificate Account or any related Escrow Lock-Box Account, Reserve Account or Servicing Account, or any funds that otherwise are or may become due or payable to the Trustee or the Trust Administrator 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 Mortgage File Loan documents or any funds collected on, or in connection with, a Mortgage LoanLoan or REO Property, except, however, that the Master Servicer or such and the Special Servicer each 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 or such Servicer the Special Servicer, as the case may be, under this Agreement.. 117

Documents, Records and Funds. in Possession of the Master Servicer or a Servicer to be Held for the TrusteeTrust Administrator. Notwithstanding any other provisions of this Agreement, the Master Servicer and each Servicer shall transmit to the Trustee, or the Custodian on its behalf, as required by this Agreement all documents and instruments in respect of a Mortgage Loan coming into the possession of the Master Servicer or the related Servicer from time to time required to be delivered to the Trustee, or the Custodian on its behalf, pursuant to the terms hereof and shall account fully to the Trust Administrator for any funds received by the Master Servicer or such Servicer or which otherwise are collected by the Master Servicer or such 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 or a 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 a Collection Account, shall be held by the Master Servicer or the related Servicer for and on behalf of the Trustee or the Trust Administrator and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement. The Master Servicer and each Servicer also agrees that it shall not create, incur or subject any Mortgage File or any funds that are deposited in the related Collection Account, Certificate Account or any related Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee or the Trust Administrator 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 or such 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 or such Servicer under this Agreement.

Documents, Records and Funds. in Possession of the Master Servicer or a Servicer Servicers to be Held for the Trustee. . (a) Notwithstanding any other provisions of this Agreement, the WF Master Servicer and shall cause each WF Servicer shall to transmit to the Trustee, Trustee (or the Custodian on its behalf, behalf of the Trustee) as required by this Agreement and the Servicing Agreements all documents and instruments in respect of a Mortgage WF Master Serviced Loan coming into the possession of the Master Servicer or the related WF Servicer from time to time required to be delivered to the Trustee, or the Custodian on its behalf, pursuant to the terms hereof and shall account fully to the Trust Securities Administrator for any funds received by the WF Master Servicer or such the related WF Servicer or which otherwise are collected by the WF Master Servicer or such the related WF Servicer as Liquidation Proceeds Proceeds, Recoveries or Insurance Proceeds in respect of any Mortgage WF Master Serviced Loan. All Mortgage Files and funds collected or held by, or under the control of, the WF Master Servicer or a the related Servicer in respect of any Mortgage WF Master Serviced Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds, including but not limited to, any funds on deposit in a Collection the Certificate Account or any Servicer Custodial Account, shall be held by the WF Master Servicer or the related WF 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 Servicing Agreement. (b) The WMMSC Master Servicer shall transmit to the Custodian, on behalf of the Trustee, as required by this Agreement all documents and instruments in respect of WMMSC Master Serviced Loan coming into the possession of the WMMSC Master Servicer or a WMMSC Servicer from time to time and shall account fully to the Trust Securities Administrator for any funds received by the WMMSC Master Servicer or WMMSC Servicer or which otherwise are collected by the WMMSC Master Servicer or WMMSC Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any WMMSC Master Serviced Loan. The documents constituting the Servicing File for each WMMSC Master Serviced Loan shall be held by the WMMSC Master Servicer or WMMSC Servicer as custodian and bailee for the Trustee. All Mortgage Files and, to the extent not constituting compensation payable to the WMMSC Master Servicer or WMMSC Servicer, funds collected or held by, or under the control of, the WMMSC Master Servicer or WMMSC Servicer in respect of any WMMSC Master Serviced 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 WMMSC Master Servicer Custodial Account or a Servicer Custodial Account for a WMMSC Servicer, shall be held by the WMMSC Master Servicer or WMMSC 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 Each Master Servicer and each Servicer also agrees that it shall not not, and shall ensure that the related Servicer shall not, knowingly create, incur or subject any Mortgage File or any funds that are deposited in the related Collection any Master Servicer Custodial Account, any Servicer Custodial Account, the Certificate Account or any related Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee or the Trust Administrator for the benefit of the Certificateholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbranceencumbrance created by such 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 each Master Servicer or such Servicer shall be entitled to set off against and deduct from any such funds any amounts that are properly due and payable to the such Master Servicer or such Servicer under this Agreement.

Documents, Records and Funds. in Possession of the Master Servicer or a Servicer Servicers to be Held for the Trustee. Notwithstanding any other provisions of this Agreement, the Master Servicer and each Servicer shall transmit to the Trustee, or the Custodian on its behalf, behalf of 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 or the related such Servicer from time to time required to be delivered to the Trustee, or the Custodian on its behalf, Trustee pursuant to the terms hereof and shall account fully to the Trust Securities Administrator for any funds received by the Master Servicer or such Servicer or which otherwise are collected by the Master Servicer or such that 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 or a 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 a the Collection Account, shall be held by the Master Servicer or the related such Servicer for and on behalf of the Trustee or the Trust Administrator 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 and each Each Servicer also agrees that it shall not create, incur or subject any Mortgage File or any funds that are deposited in the related Collection Account, Certificate Account or in any related Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee Trustee, or the Trust Securities Administrator as its designee, 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 or such each 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 or such Servicer under this Agreement.