Common use of Rights of the Depositor in Respect of the Servicers Clause in Contracts

Rights of the Depositor in Respect of the Servicers. The Master Servicer and each Servicer shall afford (and any Sub-Servicing Agreement shall provide that each Sub-Servicer shall afford) the Depositor, the Trustee, the Trust Administrator and the Certificate Insurer, upon reasonable notice, during normal business hours, access to all records maintained by the such Master Servicer or Servicer (and any such Sub-Servicer) in respect of such Master Servicer's or Servicer's rights and obligations hereunder and access to officers of such Master Servicer or Servicer (and those of any such Sub-Servicer) responsible for such obligations. Upon request, the Master Servicer and each Servicer shall furnish to the Depositor, the Trustee, the Trust Administrator and the Certificate Insurer its (and any such Sub-Servicer's) most recent financial statements and such other information relating to such Master Servicer's or Servicer's capacity to perform its obligations under this Agreement as it possesses (and that any such Sub-Servicer possesses). To the extent such information is not otherwise available to the public, the Depositor, the Trustee, the Trust Administrator and the Certificate Insurer shall not disseminate any information obtained pursuant to the preceding two sentences without the Master Servicer's or the related Servicer's written consent, except as required pursuant to this Agreement or to the extent that it is appropriate to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Depositor, the Trustee, the Trust Administrator, the Certificate Insurer or the Trust Fund, and in any case, the Depositor, the Trustee, the Trust Administrator or the Certificate Insurer, as the case may be, shall use its best efforts to assure the confidentiality of any such disseminated non-public information. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and each Servicer under this Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer or either Servicer under this Agreement or exercise the rights of the Master Servicer or either Servicer under this Agreement; provided that neither Servicer nor the Master Servicer shall be relieved of any of its obligations under this Agreement by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or either Servicer and is not obligated to supervise the performance of the Master Servicer or either Servicer under this Agreement or otherwise.

Rights of the Depositor in Respect of the Servicers. The Master Servicer and each Each Servicer shall afford (and any Sub-Servicing Agreement shall provide that each Sub-Servicer shall afford) the Depositor, the Trustee, the Trust Administrator NIMs Insurer and the Certificate InsurerTrustee, upon reasonable notice, during normal business hours, access to all records maintained by the such Master Servicer or Servicer (and any such Sub-Servicer) in respect of such Master Servicer's or Servicer's rights and obligations hereunder and access to officers of such Master Servicer or Servicer (and those of any such Sub-Servicer) responsible for such obligations. Upon request, the Master Servicer and each Servicer shall furnish to the Depositor, the Trustee, the Trust Administrator NIMs Insurer and the Certificate Insurer Trustee its (and any such Sub-Servicer's) most recent financial statements and such other information relating to such Master Servicer's or Servicer's capacity to perform its obligations under this Agreement as that it possesses (and that any such Sub-Servicer possesses). To the extent such information is not otherwise available to the public, the Depositor, the Trustee, the Trust Administrator NIMs Insurer and the Certificate Insurer Trustee shall not disseminate any information obtained pursuant to the preceding two sentences without the Master Servicer's or the related Servicer's (or any such Sub-Servicer's) written consent, except as required pursuant to this Agreement or to the extent that it is appropriate necessary to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies, rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Depositor, the Trustee, the Trust Administrator, the Certificate Insurer Trustee or the Trust Fund, and in any either case, the Depositor, Depositor or the Trustee, the Trust Administrator or the Certificate Insurer, as the case may be, shall use its best efforts to assure the confidentiality of any such disseminated non-public information. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and each any Servicer under this Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer or either any Servicer under this Agreement or exercise the rights of the Master Servicer or either any Servicer under this Agreement; provided that neither Servicer nor the Master no Servicer shall not be relieved of any of its obligations under this Agreement by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or either any Servicer and is not obligated to supervise the performance of the Master Servicer or either any Servicer under this Agreement or otherwise.

Rights of the Depositor in Respect of the Servicers. The Master Servicer and each Each Servicer shall afford (and any Sub-Servicing Agreement shall provide that each Sub-Servicer shall afford) the Depositor, the Trustee, Trustee and the Trust Administrator and the Certificate InsurerAdministrator, upon reasonable notice, during normal business hours, access to all records maintained by the such Master Servicer or Servicer (and any such Sub-Servicer) in respect of such Master Servicer's or Servicer's ’s rights and obligations hereunder and access to officers of such Master Servicer or Servicer (and those of any such Sub-Servicer) responsible for such obligations. Upon request, the Master Servicer and each Servicer shall furnish to the Depositor, the Trustee, Trustee and the Trust Administrator and the Certificate Insurer its (and any such Sub-Servicer's’s) most recent financial statements of the parent company of such Servicer and such other information relating to such Master Servicer's or Servicer's ’s capacity to perform its obligations under this Agreement as that it possesses (and that any such Sub-Servicer possesses). To the extent such information is not otherwise available to the public, the Depositor, the Trustee, Trustee and the Trust Administrator and the Certificate Insurer shall not disseminate any information obtained pursuant to the preceding two sentences without the Master Servicer's or the related Servicer's ’s written consent, except as required pursuant to this Agreement or to the extent that it is appropriate to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies, rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Depositor, the Trustee, the Trust Administrator, the Certificate Insurer Administrator or the Trust Fund, and in any either case, the Depositor, the Trustee, Trustee or the Trust Administrator or the Certificate InsurerAdministrator, as the case may be, shall use its best efforts to assure the confidentiality of any such disseminated non-public information. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and each Servicer Servicers under this Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer or either Servicer Servicers under this Agreement or exercise the rights of any of the Master Servicer or either Servicer Servicers under this Agreement; provided that neither Servicer nor the Master no Servicer shall be relieved of any of its obligations under this Agreement by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or either Servicer Servicers and is not obligated to supervise the performance of the Master Servicer or either Servicer Servicers under this Agreement or otherwise.

Rights of the Depositor in Respect of the Servicers. The Master Servicer and each Each Servicer shall afford (and any Sub-Servicing Agreement shall provide that each Sub-Servicer shall afford) the Depositor, Depositor and the Trustee, the Trust Administrator and the Certificate Insurer, upon reasonable notice, during normal business hours, access to all records maintained by the such Master Servicer or related Servicer (and any such Sub-Servicer) in respect of such Master Servicer's or the related Servicer's rights and obligations hereunder and access to officers of such Master Servicer or the related Servicer (and those of any such Sub-Servicer) responsible for such obligations. Upon request, the Master Servicer and each Servicer shall furnish to the Depositor, the Trustee, the Trust Administrator Depositor and the Certificate Insurer Trustee its (and any such Sub-Servicer's) most recent financial statements and such other information relating to such Master Servicer's or Servicer's capacity to perform its obligations under this Agreement as it possesses (and that any such Sub-Servicer possesses). To the extent such information is not otherwise available to the public, the Depositor, the Trustee, the Trust Administrator Depositor and the Certificate Insurer Trustee shall not disseminate any information obtained pursuant to the preceding two sentences without the Master Servicer's or the related such Servicer's written consent, except as required pursuant to this Agreement or to the extent that it is appropriate to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Depositor, the Trustee, the Trust Administrator, the Certificate Insurer Trustee or the Trust Fund, and in any case, the Depositor, the Trustee, the Trust Administrator Depositor or the Certificate Insurer, Trustee as the case may be, (iii) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the Depositor or the related Servicer, (iv) disclosure as required pursuant to this Agreement or (v) disclosure of any and all information(A) in any preliminary or final offering circular, registration statement or contract or other document pertaining to the transactions contemplated by the Agreement approved in advance by the Depositor or the related Servicer or (B) to any affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, shall use its best efforts to assure the confidentiality of any such disseminated non-public information. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and each Servicer under this Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer or either Servicer eitherServicer under this Agreement or exercise the rights of the Master Servicer or either Servicer under this Agreement; provided that neither Servicer nor the Master such Servicer shall not be relieved of any of its obligations under this Agreement by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or either Servicer and is not obligated to supervise the performance of the Master Servicer or either Servicer Servicers under this Agreement or otherwise.

Rights of the Depositor in Respect of the Servicers. The Master Servicer and each Each Servicer shall afford (and any Sub-Servicing Agreement shall provide that each Sub-Servicer shall afford) the Depositor, the TrusteeNIMS Insurer, the Master Servicer, the Trust Administrator and the Certificate InsurerTrustee, upon reasonable five (5) Business Days prior notice, during normal business hours, access to all records maintained by the such Master Servicer or each Servicer (and any such Sub-Servicer) in respect of such Master Servicer's or each Servicer's rights and obligations hereunder and access to officers of such Master Servicer or each Servicer (and those of any such Sub-Servicer) responsible for such obligations. Upon request, the Master Servicer and each Servicer agrees that is shall furnish to the Depositor, the TrusteeNIMS Insurer, the Master Servicer, the Trust Administrator and the Certificate Insurer Trustee its (and any such Sub-Servicer's) most recent financial statements and such other information relating to such Master Servicer's or the related Servicer's capacity to perform its obligations under this Agreement as it possesses (and that any such Sub-Servicer possesses). To the extent such information is not otherwise available to the public, the Depositor, the TrusteeNIMS Insurer, the Master Servicer, the Trust Administrator and the Certificate Insurer Trustee shall not disseminate any information obtained pursuant to the preceding two sentences without the Master Servicer's or the related Servicer's written consent, except as required pursuant to this Agreement or to the extent that it is appropriate to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Depositor, Depositor and the Trustee, the Trust Administrator, the Certificate Insurer Trustee or the Trust Fund, and in any case, the Depositor, the TrusteeNIMS Insurer, the Master Servicer, the Trust Administrator or the Certificate InsurerTrustee, as the case may be, shall use its best efforts to assure the confidentiality of any such disseminated non-public information. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and each Servicer under this Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer or either Servicer under this Agreement or exercise the rights of the Master Servicer or either Servicer under this Agreement; provided that neither Servicer nor the Master Servicer shall be relieved of any of its obligations under this Agreement by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or either Servicer and is not obligated to supervise the performance of the Master Servicer or either Servicer under this Agreement or otherwise.

Rights of the Depositor in Respect of the Servicers. The Master Servicer and each Each Servicer shall afford (and any Sub-Servicing Agreement shall provide that each Sub-Sub- Servicer shall afford) the Depositor, the Trustee, the Trust Administrator and the Certificate Insurer, the Guarantor and the Trustee, upon reasonable advance notice, during normal business hours, at the office designated by the related Servicer access to all records maintained by the such Master Servicer or related Servicer (and any such Sub-Servicer) in respect of such Master Servicer's or the related Servicer's rights and obligations with respect to the related Mortgage Loans hereunder and access to officers of such Master Servicer or the related Servicer (and those of any such Sub-Servicer) responsible for such obligations. Upon requestreasonable advance notice, the Master Servicer and each Servicer shall furnish to the Depositor, the TrusteeCertificate Insurer, the Trust Administrator Guarantor and the Certificate Insurer Trustee its (and any such Sub-Servicer's) most recent financial statements and such other information relating to such Master Servicer's or Servicer's capacity to perform its obligations under this Agreement as it possesses (and that any such Sub-Servicer possesses). To the extent such information is not otherwise available to the public, the Depositor, the TrusteeCertificate Insurer, the Trust Administrator Guarantor and the Certificate Insurer Trustee shall not disseminate any information obtained pursuant to the preceding two sentences without the Master Servicer's or the related such Servicer's written consent, except as required pursuant to this Agreement or to the extent that it is appropriate to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Depositor, the TrusteeCertificate Insurer, the Trust AdministratorGuarantor, the Certificate Insurer Trustee or the Trust Fund, and in any case, the Depositor, the Trustee, the Trust Administrator or the Certificate Insurer, the Guarantor or the Trustee as the case may be, (iii) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee from sources other than the Depositor or the related Servicer, (iv) disclosure as required pursuant to this Agreement or (v) disclosure of any and all information(A) in any preliminary or final offering circular, registration statement or contract or other document pertaining to the transactions contemplated by the Agreement approved in advance by the Depositor or the related Servicer or (B) to any affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, shall use its best efforts to assure the confidentiality of any such disseminated non-public information. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and each Servicer under this Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer or either Servicer under this Agreement or exercise the rights of the Master Servicer or either Servicer under this Agreement; provided that neither Servicer nor the Master such Servicer shall not be relieved of any of its obligations under this Agreement by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or either Servicer and is not obligated to supervise the performance of the Master Servicer or either Servicer Servicers under this Agreement or otherwise.

Rights of the Depositor in Respect of the Servicers. The Master Servicer and each Each Servicer shall afford (and any Sub-Servicing Agreement shall provide that each Sub-Servicer shall afford) the Depositor, Depositor and the Trustee, the Trust Administrator and the Certificate Insurer, upon reasonable notice, during normal business hours, access to all records maintained by the such Master Servicer or Servicer (and any such Sub-Servicer) in respect of such Master Servicer's or Servicer's rights and obligations hereunder and access to officers of such Master Servicer or Servicer (and those of any such Sub-Servicer) responsible for such obligations. Upon request, the Master Servicer and each Servicer shall furnish to the Depositor, the Trustee, the Trust Administrator Depositor and the Certificate Insurer Trustee its (and any such Sub-Servicer's) most recent financial statements and such other information relating to such Master Servicer's or Servicer's capacity to perform its obligations under this Agreement as that it possesses (and that any such Sub-Servicer possesses). To the extent such information is not otherwise available to the public, the Depositor, the Trustee, the Trust Administrator Depositor and the Certificate Insurer Trustee shall not disseminate any information obtained pursuant to the preceding two sentences without the Master Servicer's or the related Servicer's (or any such Sub-Servicer's) written consent, except as required pursuant to this Agreement or to the extent that it is appropriate necessary to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies, rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Depositor, the Trustee, the Trust Administrator, the Certificate Insurer Trustee or the Trust Fund, and in any either case, the Depositor, Depositor or the Trustee, the Trust Administrator or the Certificate Insurer, as the case may be, shall use its best efforts to assure the confidentiality of any such disseminated non-public information. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and each any Servicer under this Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer or either any Servicer under this Agreement or exercise the rights of the Master Servicer or either any Servicer under this Agreement; provided that neither Servicer nor the Master no Servicer shall be relieved of any of its obligations under this Agreement by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or either any Servicer and is not obligated to supervise the performance of the Master Servicer or either any Servicer under this Agreement or otherwise.

Rights of the Depositor in Respect of the Servicers. The Master Servicer and each Each Servicer shall afford (and any Sub-Servicing Agreement shall provide that each Sub-Servicer shall afford) the Depositor, the Trustee, Trustee and the Trust Administrator and the Certificate InsurerAdministrator, upon reasonable notice, during normal business hours, access to all records maintained by the such Master Servicer or Servicer (and any such Sub-Servicer) in respect of such Master Servicer's or Servicer's ’s rights and obligations hereunder and access to officers of such Master Servicer or Servicer (and those of any such Sub-Servicer) responsible for such obligations. Upon request, the Master Servicer and each Servicer shall furnish to the Depositor, the Trustee, Trustee and the Trust Administrator and the Certificate Insurer its (and any such Sub-Servicer's’s) most recent financial statements of the parent company of such Servicer and such other information relating to such Master Servicer's or Servicer's ’s capacity to perform its obligations under this Agreement as that it possesses (and that any such Sub-Servicer possesses). To the extent such information is not otherwise available to the public, the Depositor, the Trustee, Trustee and the Trust Administrator and the Certificate Insurer shall not disseminate any information obtained pursuant to the preceding two sentences without the Master Servicer's or the related Servicer's ’s written consent, except as required pursuant to this Agreement or to the extent that it is appropriate to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies, rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Depositor, the Trustee, the Trust Administrator, the Certificate Insurer Administrator or the Trust Fund, and in any either case, the Depositor, the Trustee, Trustee or the Trust Administrator or the Certificate InsurerAdministrator, as the case may be, shall use its best efforts to assure the confidentiality of any such disseminated non-public information. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and each a Servicer under this Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer or either a Servicer under this Agreement or exercise the rights of the Master Servicer or either any Servicer under this Agreement; provided that neither Servicer nor the Master a Servicer shall not be relieved of any of its obligations under this Agreement by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or either a Servicer and is not obligated to supervise the performance of the Master Servicer or either a Servicer under this Agreement or otherwise.

Rights of the Depositor in Respect of the Servicers. The Master Servicer and each Servicer shall afford (and any Sub-Servicing Agreement shall provide that each Sub-Servicer shall afford) the Depositor, the Trustee, the Trust Administrator and the Certificate Insurer, upon reasonable notice, during normal business hours, access to all records maintained by the such Master Servicer or Servicer (and any such Sub-Sub- Servicer) in respect of such Master Servicer's or Servicer's rights and obligations hereunder and access to officers of such Master Servicer or Servicer (and those of any such Sub-Servicer) responsible for such obligations. Upon request, the Master Servicer and each Servicer shall furnish to the Depositor, the Trustee, the Trust Administrator and the Certificate Insurer its (and any such Sub-Servicer's) most recent financial statements and such other information relating to such Master Servicer's or Servicer's capacity to perform its obligations under this Agreement as it possesses (and that any such Sub-Servicer possesses). To the extent such information is not otherwise available to the public, the Depositor, the Trustee, the Trust Administrator and the Certificate Insurer shall not disseminate any information obtained pursuant to the preceding two sentences without the Master Servicer's or the related Servicer's written consent, except as required pursuant to this Agreement or to the extent that it is appropriate to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Depositor, the Trustee, the Trust Administrator, the Certificate Insurer or the Trust Fund, and in any case, the Depositor, the Trustee, the Trust Administrator or the Certificate Insurer, as the case may be, shall use its best efforts to assure the confidentiality of any such disseminated non-public information. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and each Servicer under this Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer or either Servicer under this Agreement or exercise the rights of the Master Servicer or either Servicer under this Agreement; provided that neither Servicer nor the Master Servicer shall be relieved of any of its obligations under this Agreement by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or either Servicer and is not obligated to supervise the performance of the Master Servicer or either Servicer under this Agreement or otherwise.