Common use of Diligence Services Clause in Contracts

Diligence Services. The Agent shall undertake on behalf of the Depositor such review as it determines is appropriate in its reasonable judgment to ascertain, based upon a limited sample of the Mortgage Loans or otherwise, (a) the accuracy of the substance of the representations and warranties set forth in Subsections 6(a)-(z), (aa)-(kk) and (mm)-(nn) of the Mortgage Loan Purchase Agreement; provided, however, that any such representation and warranty made to the knowledge of the “Seller” under the Mortgage Loan Purchase Agreement shall be deemed to be made to the Agent’s knowledge, and (b) the completeness of the Mortgage File, including the absence of any material defect in the documents comprising such Mortgage File and the delivery of each document required to be delivered as part of such Mortgage File, each as provided in Section 4(b) of the Mortgage Loan Purchase Agreement (the obligations set forth in (a) and (b) above, the “Covered Obligations”). Any out-of-pocket expenses incurred by the Agent in the course of such review shall be paid by the Agent from its own funds. The Depositor shall cooperate with the Agent to facilitate the prompt performance by the Agent of its obligations under this Section 3. The Agent may provide such services as required by this Section 3 directly or may assign such duties to one or more subagents pursuant to submanagement agreements; provided, however, that any such subagent shall have been approved by the Depositor; and provided, further, that notwithstanding any such assignment, the Agent shall remain primarily liable for performing its duties and obligations under this Agreement.