Third-Party Due Diligence. The Underwriter shall not permit access by a third-party (other than any nationally recognized statistical rating organization involved in the rating of the Certificates) to any due diligence information provided by WFASC to the Underwriter (such information, "Due Diligence Information") without the consent of WFASC, which consent shall be in the sole discretion of WFASC; provided, however, that in the event that WFASC consents to the disclosure of such Due Diligence Information to a third-party, prior to providing any such Due Diligence Information, the Underwriter shall cause such third-party to enter into a confidentiality agreement with respect to such Due Diligence Information in a form prescribed by, or that is otherwise acceptable in form and substance to, WFASC. For purposes of this Section 11, Due Diligence Information shall not include any information communicated orally; provided that such information is not Confidential Information or material non-public information.
Third-Party Due Diligence. It is your responsibility to perform proper due diligence with regard to any representative, investment advisor, broker, dealer or other third party. We will follow the directions of any such investment advisor, representative, broker or other party authorized by you in a manner acceptable to us, and the Custodian will be entitled to all the same protections and indemnities in our reliance upon and execution of the directives of such agent or other party as if such directives were given by you. We may permit you to appoint, through written notice acceptable to us, an authorized agent to act on your behalf with respect to this Agreement (e.g., attorney-in-fact, administrator, advisor or investment manager), however, we have no duty to determine the validity of such appointment or any instrument appointing such authorized agent.
Third-Party Due Diligence. The Responsible Individual is responsible for performing proper due diligence with regard to any such representative, investment advisor, broker or other party. We will follow the directions of any such investment advisor, representative, broker or other party authorized in a manner acceptable to us, and we will be entitled to all the same protections and indemnities in our reliance upon and execution of the directives of such agent or other party as if such directives were given by the Responsible Individual. We may permit the Responsible Individual to appoint, through written notice acceptable to us, an authorized agent to act on his/her behalf with respect to this Agreement (e.g., attorney-in- fact, administrator, advisor or investment manager), however, we have no duty to determine the validity of such appointment or any instrument appointing such authorized agent .
