Common use of REPORTS TO BE PROVIDED BY THE MASTER SERVICER Clause in Contracts

REPORTS TO BE PROVIDED BY THE MASTER SERVICER. (a) In connection with the transfer of the Certificates, the Trustee on behalf of any Certificateholder may request that the Master Servicer make available to any prospective Certificateholder annual unaudited financial statements of the Master Servicer (or, upon request, audited annual financial statements of the Master Servicer's ultimate parent corporation) for one or more of the most recently completed fiscal years for which such statements are available, which request shall not be unreasonably denied or unreasonably delayed. [Such annual unaudited financial statements also shall be made available to the Certificate Insurer upon request.] In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Master Servicer shall direct the Trustee in writing to agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from the information contained therein, including the Master Servicer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on the Officer's Certificates). (b) The Master Servicer also agrees to make available on a reasonable basis to [the Certificate Insurer,] the Trustee or any prospective Certificateholder a knowledgeable financial or accounting officer for the purpose of answering reasonable questions respecting recent developments affecting the Master Servicer or the financial statements of the Master Servicer and to permit [the Certificate Insurer or] any prospective Certificateholder to inspect the Master Servicer's servicing facilities during normal business hours for the purpose of satisfying [the Certificate Insurer,] the Trustee or such prospective Certificateholder that the Master Servicer has the ability to service the Mortgage Loans in accordance with this Agreement.

REPORTS TO BE PROVIDED BY THE MASTER SERVICER. (a) In connection with the transfer of the Certificates, the Trustee on behalf of any Certificateholder may request that the Master Servicer make available to any prospective Certificateholder annual unaudited financial statements of the Master Servicer (or, upon request, audited annual financial statements of the Master Servicer's ’s ultimate parent corporation) for one or more of the most recently completed fiscal years for which such statements are available, which request shall not be unreasonably denied or unreasonably delayed. [Such annual unaudited financial statements also shall be made available to the Certificate Insurer upon request.] In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Master Servicer shall direct the Trustee in writing to agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from the information contained therein, including the Master Servicer's ’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on the Officer's ’s Certificates). (b) The Master Servicer also agrees to make available on a reasonable basis to [the Certificate Insurer,] the Trustee or any prospective Certificateholder a knowledgeable financial or accounting officer for the purpose of answering reasonable questions respecting recent developments affecting the Master Servicer or the financial statements of the Master Servicer and to permit [the Certificate Insurer or] any prospective Certificateholder to inspect the Master Servicer's ’s servicing facilities during normal business hours for the purpose of satisfying [the Certificate Insurer,] the Trustee or such prospective Certificateholder that the Master Servicer has the ability to service the Mortgage Loans in accordance with this Agreement.