Common use of Due Diligence Clause in Contracts

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.), Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)

AutoNDA by SimpleDocs

Due Diligence. Each The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and the Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such the Seller agrees that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such the Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of such Seller, any servicer or subservicer the Seller and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, each the Seller acknowledges that Buyer may enter into Transactions with such purchase Mortgage Loans from the Seller based solely upon the information provided by such the Seller to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each The Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such the Seller. Each The Seller further agrees that the Seller shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 27 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall not exceed $20,000 per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence on Eligible Assets and Purchased Assetsdiligence, at the sole expense of Seller without regard to the dollar limitation set forth herein.

Appears in 2 contracts

Samples: Master Repurchase Agreement, Master Repurchase Agreement (Mortgageit Holdings Inc)

Due Diligence. Each Seller Sellers acknowledges that that, at reasonable times and upon reasonable notice to Sellers, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees Sellers agree that upon reasonable prior written notice to such SellerSellers, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of such SellerSellers or any Affiliate of Sellers, any other servicer or subservicer of Sellers and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller Sellers also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Without limiting the generality of the foregoing, each Seller acknowledges Sellers acknowledge that Buyer may enter into Transactions with such Seller Sellers based solely upon the information provided by such Seller Sellers to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees Sellers agree to reasonably cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of such SellerSellers or any Affiliate of Sellers, or in the Servicer’s possession. Each Seller Sellers further agrees agree that Seller shall Sellers shall, on a joint and several basis, reimburse Buyer for any and all attorneys’ fees, actual costs and expenses reasonably incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 28 and for Buyer’s actual costs and out-of-pocket expenses incurred in connection with due diligence on reviews with respect to Eligible Assets Loans which either Seller proposes to make the subject of a Transaction under this Agreement; provided that so long as no Event of Default has occurred and Purchased Assetsis continuing, Buyer shall pay for any Appraisals requested by Buyer.

Appears in 2 contracts

Samples: Master Repurchase Agreement (KKR Real Estate Finance Trust Inc.), Master Repurchase Agreement (KKR Real Estate Finance Trust Inc.)

Due Diligence. Each Seller acknowledges that that, at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior written notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of such Seller, any other servicer or subservicer of Seller and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, actual costs and expenses reasonably incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 28.

Appears in 2 contracts

Samples: Master Repurchase Agreement (NorthStar Real Estate Income II, Inc.), Master Repurchase Agreement (NorthStar Real Estate Income Trust, Inc.)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or determining or re-determining the Asset Base for purposes of Section 4 of this Agreement, or otherwise, and such Seller agrees that upon Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Assets, including, without limitation, ordering new credit reports and Appraisals on the applicable collateral and otherwise regenerating the information used to originate such Purchased Assets. Upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such any Purchased Assets Asset in the possession or under the control of such Seller, any servicer or subservicer sub-servicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Files, the Servicing Records and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall to reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets, including, without limitation, Diligence Fees.

Appears in 2 contracts

Samples: Master Repurchase and Securities Contract Agreement (KKR Real Estate Finance Trust Inc.), Master Repurchase and Securities Contract Agreement (KKR Real Estate Finance Trust Inc.)

Due Diligence. Each Seller acknowledges that that, at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior written notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of such Seller, any other servicer or subservicer of Seller and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such the Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, actual costs and expenses reasonably incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 28.

Appears in 2 contracts

Samples: Master Repurchase Agreement (RAIT Financial Trust), Master Repurchase Agreement (RAIT Financial Trust)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, Primary Servicer and any other servicer or subservicer sub-servicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets during the term of this AgreementAssets, which shall be paid by such Seller to Buyer within five thirty (530) calendar days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Upon a written demand therefor by Buyer to Seller, Seller further agrees that Seller shall promptly (but in no event later than ten (10) Business Days after such a demand) reimburse Buyer for any and all reasonable attorneys’ fees, costs and expenses of outside counsel reasonably incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Appears in 2 contracts

Samples: Securities Contract Agreement (Terra Property Trust, Inc.), Securities Contract Agreement (Terra Secured Income Fund 5, LLC)

Due Diligence. Each Seller acknowledges that that, at reasonable times and upon reasonable notice, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsSecurities and the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Securities and Purchased Loans in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased AssetsSecurities and Purchased Loans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such the Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsSecurities and Purchased Loans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Securities and Purchased Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, out-of-pocket costs and expenses reasonably incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer's activities pursuant to this Section 28.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Northstar Realty), Master Repurchase Agreement (Northstar Realty)

Due Diligence. Each Seller acknowledges that that, at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior written notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of such Seller, any other servicer or subservicer of Seller and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer upon reasonable advance written notice a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, actual costs and expenses reasonably incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 28 and for Buyer’s actual costs and out-of-pocket expenses incurred in connection with due diligence reviews with respect to Eligible Loans which Seller proposes to make the subject of a Transaction under this Agreement. Notwithstanding the foregoing, (x) Seller’s obligation to reimburse Buyer for Buyer’s out-of-pocket costs and expenses (including legal expenses) incurred in connection with Eligible Loans which Seller proposes to make the subject of a Transaction shall not exceed $15,000 with respect to any individual Eligible Loan without Seller’s prior consent and (y) so long as an Event of Default has not occurred and is not continuing, with respect to any due diligence Buyer proposes to perform with respect to any Purchased Loan after the related Purchase Date which would create a reimbursement obligation on Eligible Assets the part of Seller, Buyer shall provide to Seller prior written notice of such due diligence activities (including an estimate of the cost) and Purchased Assetsa reasonable opportunity for Seller to demonstrate to Buyer that such due diligence need not be performed, provided the final determination to perform or not perform such due diligence shall be made by Buyer.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.), Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior written notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Seller acknowledges and agrees that Buyer has the right to request, at Seller’s expense, a new Appraisal for any Mortgaged Property securing a Purchased Loan upon the occurrence of a Credit Event relating to such Purchased Loan or upon an Event of Default, but not more than once in any six (6) month period. Prior to the occurrence of either a Credit Event or a Facility Event of Default, Buyer may also request one (1) Appraisal during any consecutive twenty-four month period for the related Mortgaged Property at Seller’s expense. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, financial models, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of such Seller (excluding internal rate of return or other internal metrics relating to the profitability of Guarantor or Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets).

Appears in 2 contracts

Samples: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase Agreement (Claros Mortgage Trust, Inc.)

Due Diligence. Each Seller acknowledges Sellers acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees Sellers agree that upon reasonable prior notice to such SellerSellers, provided that, in the event that a Default shall have occurred, then without notice, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of such SellerSellers, any servicer Servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller Sellers also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Without limiting the generality of the foregoing, each Seller acknowledges Sellers acknowledge that Buyer may enter into Transactions with such Seller the Sellers based solely upon the information Collateral Information provided by such each respective Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees Sellers agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of such SellerSellers. Each Seller Sellers further agrees agree that Seller Sellers shall reimburse Buyer for any and all attorneys’ fees, out-of-pocket costs and expenses reasonably incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer's activities pursuant to this Section 15 hereof.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Bingham Financial Services Corp), Master Repurchase Agreement (Bingham Financial Services Corp)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, out-of-pocket costs and expenses reasonably incurred by Buyer in connection with continuing due diligence on Eligible Assets Buyer's activities pursuant to this Section 21, including, without limitation, reasonable attorneys' fees and Purchased Assetsexpenses.

Appears in 2 contracts

Samples: Master Repurchase Agreement (LNR Property Corp), Master Repurchase Agreement (LNR Property Corp)

Due Diligence. Each (a) Seller acknowledges that Buyer has the right right, upon commercially reasonable notice, to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Seller, Settlement Agents, Approved Investors and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of such Seller, . Seller will use best efforts to cause Third Party Transaction Parties to cooperate with any servicer or subservicer and/or the Custodiandue diligence requests of Buyer. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such purchase Mortgage Loans from Seller based solely upon the information provided by such Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing providing, during normal business hours and upon commercially reasonable prior notice, Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller it shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 17.

Appears in 1 contract

Samples: Master Repurchase Agreement (Walter Investment Management Corp)

Due Diligence. Each Seller Party acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, Seller Parties and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), as deemed appropriate by Buyer in its good faith discretion, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees Parties agree that upon reasonable prior notice to such SellerSeller Parties unless an Event of Default shall have occurred and be continuing, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours at reasonable times to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of any Seller Party; provided however, that unless (a) an Event of Default has occurred and is continuing or (b) a Credit Event (and in such Seller, any servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer case solely with respect to the Purchased Assets Asset related to such Credit Event) has occurred and is continuing, Buyer shall not conduct more than one (1) such review during the term any one (1) year period. Seller Parties will use best efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of this Agreement, which Buyer. Seller Parties shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such purchase Purchased Assets from Seller based solely upon the information provided by such Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to cause Servicer or its agent to conduct a partial or complete due diligence review on some or all of the Purchased AssetsAssets purchased in a Transaction, including, without limitation, ordering new Qualified Appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Purchased Asset and reviewing intercreditor agreements, property management agreements, formation documents of the property owners and their direct and indirect owners, financial statements, environmental and engineering reports, underlying title policies including owner’s and UCC-9 title insurance policies, legal opinions and other documents as may be mutually agreed among Seller and Buyer. For the avoidance of doubt, Servicer’s obligation to provide such due diligence to Buyer shall not preclude Buyer’s right to perform due diligence on the Purchased Assets prior to the Purchase Date and as necessary during the term of the Agreement, as determined by Buyer in its sole discretion, subject to the terms of the Commercial Mortgage Loan Documents. Buyer may underwrite such Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third third-party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third third-party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such SellerSeller Parties or Servicer. Each Seller further agrees that it shall pay, to the extent Seller shall reimburse Buyer for any and has received an invoice therefor, all attorneys’ fees, out-of-pocket costs and expenses actually incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 17 for one (1) review during any one (1) year period commencing after the first anniversary of the date hereof (and all other reviews during such one (1) year period shall be at the sole cost and expense of Buyer); provided that such limitation shall not apply (i) in connection with the pre-purchase due diligence on an Eligible Assets Asset that is to be purchased by Buyer; or (ii) upon the occurrence and continuance of an Event of Default or the occurrence and continuance of a Credit Event (and in such cases solely with respect to the Purchased AssetsAsset related to such Credit Event).

Appears in 1 contract

Samples: Master Repurchase Agreement (RMR Mortgage Trust)

Due Diligence. Each Seller The Originator acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties Noteholders may purchase Notes and specifications made hereunder, or otherwise, advance Borrowings and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller transactions based solely upon the information provided by such Seller the Originator to Buyer the Noteholders in the Loan Schedule and the representations, warranties and covenants contained herein, and that Buyerthe Noteholders, at its their option, has have the right at prior to such purchase of the Notes or the advance of any time Borrowing therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Purchased AssetsTransferred Loans securing such purchase, including, without limitation, re-generating the information used to originate each such Transferred Loan. Buyer The Noteholders may underwrite such Purchased Assets Transferred Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller The Originator agrees to cooperate with Buyer the Noteholders and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer the Noteholders and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Transferred Loans in the possession, or under the control, of such Sellerthe Servicer. The Originator also shall make available to the Noteholders a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Transferred Loans. Each Seller Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Originator or any of its Affiliates; provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Originator of any request for disclosure of any such non-public information. The Noteholder further agrees that Seller shall reimburse Buyer not to use any such non-public information for any purpose unrelated to this Agreement and all attorneys’ fees, costs and expenses incurred by Buyer in connection that each such Noteholder shall not disclose such non public information to any third party underwriter without obtaining a written agreement from such third party underwriter to comply with continuing due diligence on Eligible Assets and Purchased Assets.the confidentiality provisions of this Section 11.13. 103

Appears in 1 contract

Samples: Sale and Servicing Agreement (Hercules Technology Growth Capital Inc)

Due Diligence. Each The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and the Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such the Seller agrees that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such the Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of such Seller, any servicer or subservicer the Seller and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, each the Seller acknowledges that Buyer may enter into Transactions with such purchase Mortgage Loans from the Seller based solely upon the information provided by such the Seller to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each The Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such the Seller. Each The Seller further agrees that the Seller shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 26 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall not exceed $25,000 for each year, measured from the date of this Repurchase Agreement and each anniversary of the date of this Repurchase Agreement thereafter unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence on Eligible Assets and Purchased Assetsdiligence, at the sole expense of Seller without regard to the dollar limitation set forth herein.

Appears in 1 contract

Samples: Master Repurchase Agreement (WMC Finance Co)

Due Diligence. Each The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Seller, Settlement Agents, Approved Investors and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such the Seller agrees that upon reasonable prior notice to such the Seller, unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of such the Seller, . The Seller will use commercially reasonable efforts to cause Third Party Transaction Parties to cooperate with any servicer or subservicer and/or the Custodiandue diligence requests of Buyer. Each The Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such purchase Mortgage Loans from Seller based solely upon the information provided by such Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such Seller. Each The Seller further agrees that Seller it shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 16 (the “Due Diligence Costs”); provided that Seller shall not be responsible for Due Diligence Costs in excess of the Due Diligence Cap; provided, however, that the Due Diligence Cap shall not apply upon the occurrence of a Default or an Event of Default.

Appears in 1 contract

Samples: Master Repurchase Agreement (Caliber Home Loans, Inc.)

Due Diligence. Each Seller acknowledges that Buyer Administrative Agent, on behalf of Buyers, has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or determining or re-determining the Asset Base Component for purposes of Section 4 of this Agreement, or otherwise, and such Seller agrees that upon Administrative Agent, on behalf of Buyers, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Assets, including, without limitation, ordering new credit reports and Appraisals on the applicable collateral and otherwise regenerating the information used to originate such Purchased Assets. Upon reasonable prior notice to such Seller, Buyer Administrative Agent, on behalf of Buyers, or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such any Purchased Assets Asset in the possession or under the control of such Seller, any servicer or subservicer sub-servicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer Administrative Agent, on behalf of Xxxxxx, a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Files, the Servicing Records and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller Xxxxxx agrees to cooperate with Buyer Administrative Agent, on behalf of Buyers, and any third party underwriter designated by Administrative Agent or any Buyer in connection with such underwriting, including, but not limited to, providing Buyer Administrative Agent, on behalf of Buyers, and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further Xxxxxx agrees that Seller shall to reimburse Buyer Administrative Agent, on behalf of Xxxxxx, for any and all reasonable out-of-pocket attorneys’ fees, costs and expenses incurred by Buyer Administrative Agent, on behalf of Buyers, in connection with continuing due diligence on Eligible Assets and Purchased Assets, including, without limitation, the cost of annual updated Appraisals on the Mortgaged Properties and Diligence Fees.

Appears in 1 contract

Samples: Bailee Agreement (FS Credit Real Estate Income Trust, Inc.)

Due Diligence. Each Seller acknowledges that Buyer has performed due diligence reviews, and has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such . Seller agrees that upon reasonable prior notice to such Seller, Buyer or its Buyer’s authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time time, either itself or through its authorized representative, to conduct a partial or complete due diligence review on some or all of the Purchased Assets, provided that Seller’s obligation to pay Buyer’s costs expenses of due diligence shall be limited as set forth in the Fee Letter. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s due diligence on Eligible Assets reviews with respect to each Purchased Asset pursuant to this Section 23, including, without limitation, reasonable attorneys’ fees and Purchased Assetsexpenses and subject to the limitations set forth in the Fee Letter.

Appears in 1 contract

Samples: Master Repurchase and Securities Contract (Benefit Street Partners Realty Trust, Inc.)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (510) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ reasonable attorney’s fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Appears in 1 contract

Samples: Bailee Agreement (Capital Trust Inc)

Due Diligence. Each Seller acknowledges that Buyer has Buyers have the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior written notice to such Seller, Buyer Buyers or its their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer Buyers a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer Buyers may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer Buyers and the representations, warranties and covenants contained herein, and that BuyerBuyers, at its their option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer Buyers may underwrite such Purchased Assets itself Loans themselves or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer Buyers and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer Buyers for any and all attorneys’ fees, out-of-pocket costs and expenses reasonably incurred by Buyer Buyers in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyers' activities pursuant to this Section 25 following an Event of Default.

Appears in 1 contract

Samples: Master Repurchase Agreement (Capital Trust Inc)

Due Diligence. Each Seller Borrower acknowledges that Buyer the Lender has the right to perform continuing due diligence reviews with respect to the Purchased AssetsSBA Loans (which may include obtaining appraisals and performing compliance, legal, credit and servicing file reviews) for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller Borrower agrees that upon reasonable (but no less than five (5) Business Days’) prior notice to such SellerBorrower (unless a Default shall have occurred, Buyer in which case no prior notice shall be required), the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records SBA Loan Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets SBA Loans in the possession or under the control of such Seller, any servicer or subservicer and/or the CustodianBorrower. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller Borrower also shall make available to Buyer the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset SBA Loan Files and the Purchased AssetsSBA Loans. Without limiting the generality of the foregoing, each Seller Borrower acknowledges that Buyer the Lender may enter into Transactions with such Seller make Advances to Borrower based solely upon the information provided by such Seller Borrower to Buyer the Lender in the Asset Tape and the representations, warranties and covenants contained herein, and that Buyerthe Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsSBA Loans securing such Advance, including, without limitation, ordering new credit reports and new appraisals on the related Pledged Properties and otherwise re- generating the information used to originate such SBA Loan. Buyer The Lender may underwrite such Purchased Assets SBA Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller Borrower agrees to cooperate with Buyer the Lender and any third party underwriter in connection with such underwriting, ​ ​ ​ including, but not limited to, providing Buyer the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets SBA Loans in the possession, or under the control, of such SellerBorrower. Each Seller Borrower further agrees that Seller Borrower shall reimburse Buyer the Lender for any and all attorneys’ fees, reasonable and documented out-of-pocket costs and expenses incurred by Buyer the Lender in connection with continuing the Lender’s activities pursuant to this Section 14; provided that prior to the occurrence of an Event of Default, such reimbursement shall not exceed $25,000 for any one (1) year period (excluding any reimbursement for due diligence on Eligible Assets conducted prior to the Effective Date or otherwise associated with the initial closing and Purchased Assetsfunding of this Loan Agreement).

Appears in 1 contract

Samples: Master Loan and Security Agreement (Ready Capital Corp)

Due Diligence. Each (a) Seller acknowledges that that, so long as no Event of Default is then continuing (at reasonable times and upon reasonable prior notice), Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or determining or re-determining the Asset Base Component for purposes of Section 4 of this Agreement, or otherwise, and such Seller agrees that upon Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Assets, including, without limitation, ordering new credit reports and Appraisals (subject to Section 12(g)(vi) hereof) on the applicable collateral and otherwise regenerating the information used to originate such Purchased Assets. Upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such any Purchased Assets Asset in the possession or under the control of such Seller, any servicer or subservicer sub-servicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make reasonably available to Buyer a knowledgeable financial or accounting officer for the purpose of financial or accounting answering questions respecting the Purchased Asset Files Files, the Servicing Records and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall to reimburse Buyer for any and all reasonable out-of-pocket attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets, including, without limitation, the cost of annual updated Appraisals on the Mortgaged Properties and Diligence Fees in accordance with this Agreement. To the extent any of the foregoing costs are incurred in an Applicable Currency other than U.S. Dollars, such costs shall, unless otherwise agreed by Buyer in its sole discretion, be paid by Seller in their Dollar Equivalent as of the date of payment.

Appears in 1 contract

Samples: Bailee Agreement (Colony Credit Real Estate, Inc.)

Due Diligence. Each Seller acknowledges The Sellers acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and the Sellers, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees the Sellers agree that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such Sellerthe Sellers, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of such Seller, any servicer or subservicer the Sellers and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller The Sellers also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, each Seller acknowledges the Sellers acknowledge that Buyer may enter into Transactions with such Seller purchase Mortgage Loans from the Sellers based solely upon the information provided by such Seller the Sellers to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker's price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees The Sellers agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such Sellerthe Sellers. Each Seller The Sellers further agrees agree that Seller the Sellers shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer's activities pursuant to this Section 27 ("Due Diligence Costs"); provided, that such Due Diligence Costs shall not exceed $20,000 per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence on Eligible Assets and Purchased Assetsdiligence, at the sole expense of Sellers without regard to the dollar limitation set forth herein.

Appears in 1 contract

Samples: Master Repurchase Agreement (MortgageIT Holdings, Inc.)

Due Diligence. Each Seller Party acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Seller Parties, Settlement Agents, Approved Investors and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such the Seller agrees Parties agree that upon reasonable prior notice to such Sellerthe Seller Parties, unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of such Seller, any servicer or subservicer and/or the CustodianSeller Party. Each The Seller agrees Parties will use reasonable efforts to reimburse Buyer for cause Third Party Transaction Parties to cooperate with any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term due diligence requests of this Agreement, which Buyer. The Seller Parties shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such purchase Mortgage Loans from Seller based solely upon the information provided by such Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such Seller. Each Seller Party further agrees that Seller it shall reimburse Buyer for any and pay all attorneys’ fees, reasonable out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 16 subject to the Due Diligence Cap; provided that, the Due Diligence Cap shall not apply upon the occurrence of a Default or Event of Default.

Appears in 1 contract

Samples: Master Repurchase Agreement (UWM Holdings Corp)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, Primary Servicer, Interim Servicer, any other servicer or subservicer sub-servicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five ten (510) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Appears in 1 contract

Samples: Master Repurchase Agreement (ARC Realty Finance Trust, Inc.)

Due Diligence. Each Seller acknowledges that that, at reasonable times and upon reasonable notice, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any servicer Servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing performing due diligence on Eligible Assets for each prospective Purchased Asset, including, without limitation, third party desk reviews of environmental and engineering reports and fees and disbursements of Buyer’s counsel relating to Buyer’s review of any Purchased AssetsAsset.

Appears in 1 contract

Samples: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)

Due Diligence. Each The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMH Loans and the Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such the Seller agrees that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such the Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Loan Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets MH Loans in the possession or under the 42 control of such Seller, any servicer or subservicer the Seller and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased AssetsMH Loans. Without limiting the generality of the foregoing, each the Seller acknowledges that Buyer may enter into Transactions with such purchase MH Loans from the Seller based solely upon the information provided by such the Seller to Buyer in the Purchased MH Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMH Loans purchased in a Transaction, including, without limitation, ordering broker's price opinions, new credit reports and new appraisals on the related mortgaged properties and otherwise re-generating the information used to originate such MH Loan. Buyer may underwrite such Purchased Assets MH Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each The Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets MH Loans in the possession, or under the control, of such the Seller. Each The Seller further agrees that the Seller shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer's activities pursuant to this Section 27 ("Due Diligence Costs"); provided, that such Due Diligence Costs shall not exceed $50,000 per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence on Eligible Assets and Purchased Assetsdiligence, at the sole expense of Seller without regard to the dollar limitation set forth herein.

Appears in 1 contract

Samples: Master Repurchase Agreement (Affordable Residential Communities Inc)

Due Diligence. Each Seller acknowledges that that, at reasonable times and upon reasonable notice, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any servicer the Servicer or subservicer and/or the CustodianCustodian (provided, that unless an Event of Default has occurred and is continuing or unless Buyer otherwise has a commercially reasonable basis for doing so, Buyer shall not be permitted to conduct more than one (1) such review during any calendar year). Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller agrees to pay Buyer such amount as is necessary to cover Buyer’s actual, reasonable, out-of-pocket costs incurred in performing due diligence for each prospective Purchased Asset, including, without limitation, third-party desk reviews of environmental and engineering reports and other due diligence and fees and disbursements of Buyer’s counsel. Buyer will notify Seller if it anticipates due diligence legal costs and fees to exceed $10,000 with respect to any prospective Purchased Asset, and further agrees that Buyer will endeavor to keep Seller informed of due diligence legal costs and fees by providing updates to Seller from time to time (but in no event shall Buyer shall have any liability or obligation to Seller or otherwise for any failure to so notify or inform Seller (nor shall the same constitute or be deemed to constitute a default by Buyer hereunder) and in all events Seller shall reimburse Buyer for any and all attorneys’ fees, be obligated to pay to full amount of such costs and expenses incurred by Buyer fees as provided in connection with continuing due diligence on Eligible Assets and Purchased Assetsthis Section 28).

Appears in 1 contract

Samples: Master Repurchase Agreement (Ares Commercial Real Estate Corp)

Due Diligence. Each Seller acknowledges that the Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsSBC Loans (which may include obtaining appraisals and performing compliance, legal, credit and servicing file reviews) for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable (but no less than five (5) Business Day’s) prior notice to such SellerSeller (unless a Default shall have occurred, in which case no prior notice shall be required), the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets SBC Loans in the possession or under the control of such Seller, any servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased AssetsSBC Loans. Without limiting the generality of the foregoing, each Seller acknowledges that the Buyer may enter into Transactions with such Seller Sellers based solely upon the information provided by such Seller to the Buyer in the Asset Tape and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsSBC Loans subject to such Transaction, including, without limitation, ordering new credit reports and new appraisals on the related Pledged Properties and otherwise re- generating the information used to originate such SBC Loan. The Buyer may underwrite such Purchased Assets SBC Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets SBC Loans in the possession, or under the control, of such Seller. Each Seller further agrees that such Seller shall reimburse the Buyer for any and all attorneys’ fees, reasonable and documented out-of-pocket costs and expenses incurred by the Buyer in connection with continuing the Buyer’s activities pursuant to this Section 14; provided that prior to the occurrence of an Event of Default, such reimbursement shall not exceed $25,000 for any one (1) year period (excluding any reimbursement for due diligence on Eligible Assets conducted prior to the Effective Date or otherwise associated with the initial closing and Purchased Assetsfunding of this Repurchase Agreement).

Appears in 1 contract

Samples: Master Repurchase Agreement (Sutherland Asset Management Corp)

Due Diligence. Each Seller acknowledges that Buyer has the Buyers have the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior written notice to such Seller, the Buyer or its their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that the Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to the Buyer and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. The Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse the Buyer for any and all attorneys’ fees, costs and expenses incurred by the Buyer in connection with continuing due diligence on Eligible Assets the Buyer’s activities pursuant to this Section 25; provided that such costs and expenses incurred in connection with activities pursuant to this Section 25 relating to entering into a Transaction shall not exceed $7,500 for each Purchased AssetsAsset.

Appears in 1 contract

Samples: Master Repurchase Agreement (American Mortgage Acceptance Co)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or determining or re-determining the Asset Base for purposes of Section 4 of this Agreement, or otherwise, and such Seller agrees that upon Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Assets, including, without limitation, ordering new credit reports and Appraisals on the applicable collateral and otherwise regenerating the information used to originate such Purchased Assets. Upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such any Purchased Assets Asset in the possession or under the control of such Seller, any servicer or subservicer sub-servicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Files, the Servicing Records and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller Xxxxxx agrees to cooperate with Buyer Xxxxx and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further Xxxxxx agrees that Seller shall to reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsAssets and Diligence Fees. Diligence Fees applicable to underwriting only shall be subject to an annual, calendar year dollar cap of $30,000.

Appears in 1 contract

Samples: Master Repurchase and Securities Contract Agreement (Ares Commercial Real Estate Corp)

Due Diligence. Each (a) Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Seller, Settlement Agents, Approved Investors and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of such Seller, . Seller will use commercially reasonable efforts to cause Third Party Transaction Parties to reasonably cooperate with any servicer or subservicer and/or the Custodiandue diligence requests of Buyer. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make reasonably available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such purchase Mortgage Loans from Seller based solely upon the information provided by such Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller it shall reimburse Buyer for any and pay all attorneys’ fees, reasonable out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 17.

Appears in 1 contract

Samples: Master Repurchase Agreement (AmeriHome, Inc.)

Due Diligence. Each (a) Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, Mortgage Loans and Seller for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such SellerSeller unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of such SellerMaster Servicer, any servicer or subservicer Seller and/or the applicable Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such purchase Mortgage Loans from Seller based solely upon the information provided by such Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller Xxxxxx agrees to cooperate with Buyer Xxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Appears in 1 contract

Samples: Master Repurchase Agreement

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Seller acknowledges that Buyer has the right to request, at Seller’s expense, an Appraisal for any Mortgaged Property securing a Purchased Loan upon the occurrence of an Appraisal Event relating to such Purchased Loan or if an Appraisal for the related Mortgaged Property for such Purchased Loan was not obtained within the twelve (12) month period prior to such request. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, financial models, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, out-of-pocket costs and expenses reasonably incurred by Buyer in connection with continuing due diligence Buyer’s activities pursuant to this Section 27 on Eligible Assets and or before the Purchase Date for any Purchased AssetsLoan or within ten (10) days after Buyer shall reject any prospective New Cxxxxxxxxx.

Appears in 1 contract

Samples: Master Repurchase Agreement (LoanCore Realty Trust, Inc.)

Due Diligence. Each Seller acknowledges agrees that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted permitted, upon 2 Business Days prior written request, during normal business hours and subject to the Seller’s normal security and confidentiality procedures to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Without limiting the generality of the foregoing, each Seller acknowledges agrees that Buyer may enter into Transactions with such the Seller Repurchase Agreement $400MM Facility FINAL VERSION based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of such Seller. Each Seller further agrees that In addition, Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and other property level information, with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request. Seller also agrees to reimburse Buyer as and when billed by Buyer for any and all attorneys’ fees, out-of-pocket costs and expenses reasonably incurred by Buyer in connection with continuing Buyer’s due diligence on Eligible Assets reviews with respect to the Purchased Loans pursuant to this Section 28 and Purchased Assetsthe enforcement or the preservation of Buyer’s rights under this Agreement or any Transaction contemplated hereby, including without limitation the reasonable fees and disbursements of its counsel; provided, that with respect to such costs and expenses relating to due diligence reviews prior to any Event of Default, Seller shall only be required to reimburse Buyer for such costs and expenses relating to two due diligence reviews during any 12 month period.

Appears in 1 contract

Samples: Master Repurchase Agreement (CBRE Realty Finance Inc)

Due Diligence. Each Seller Customer acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Warehouse Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller Customer agrees that upon reasonable prior notice to such SellerCustomer, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset FilesRecords, Servicing Records servicing records and any and all documents, records, agreements, instruments or information relating to such Purchased the Warehouse Assets in the possession or under the control of such SellerCustomer, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller Customer also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Warehouse Assets. Without limiting the generality of the foregoing, each Seller Customer acknowledges that Buyer may enter into Transactions with such Seller make Investment of Principal based solely upon the information provided by such Seller Customer to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Warehouse Assets. Buyer may underwrite such Purchased Warehouse Assets itself or engage a third party underwriter to perform such underwriting. Each Seller Customer agrees to reasonably cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Warehouse Assets in the possession, or under the control, of such SellerCustomer. Each Seller further agrees that Seller Customer shall reimburse Buyer for any and all attorneys’ feespromptly upon demand pay Buyer’s reasonable, costs and third-party expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets underwriting assets, making Investments of Principal and, acquiring and Purchased reselling the Warehouse Assets, including the reasonable fees and expenses of Buyer’s counsel.

Appears in 1 contract

Samples: Revolving Warehouse Financing Agreement (Falcon Financial Investment Trust)

Due Diligence. Each Seller acknowledges that that, at reasonable times and upon reasonable prior notice to Seller, each Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsSecurities and the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, the applicable Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Securities and Purchased Loans in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to each Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased AssetsSecurities and Purchased Loans. Without limiting the generality of the foregoing, each Seller acknowledges that each Buyer may enter into Transactions with such the Seller based solely upon the information provided by such Seller to such Buyer and the representations, warranties and covenants contained herein, and that each Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsSecurities and Purchased Loans. Each Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with each Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing such Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Securities and Purchased Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer Buyer, as set forth in and subject to the limits on liability contained in, Section 27, for any and all attorneys’ fees, actual costs and expenses reasonably incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 28.

Appears in 1 contract

Samples: Master Repurchase Agreement (Capital Trust Inc)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or determining or re-determining the Asset Base for purposes of Section 4 of this Agreement, or otherwise, and such Seller agrees that upon Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Loans, including, without limitation, ordering new credit reports and Appraisals on the applicable collateral and otherwise regenerating the information used to originate such Purchased Loans; provided, however, notwithstanding anything to the contrary contained herein, so long as no Event of Default is continuing, in no event shall Seller be responsible for payment of Diligence Fees of Buyer hereunder in excess of $30,000 per calendar year. Upon reasonable (but no less than three (3) Business Days) prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Loan Files and any and all documents, records, agreements, instruments or information relating to such any Purchased Assets Loan in the possession or under the control of such Seller, any servicer or subservicer sub-servicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Appears in 1 contract

Samples: Master Repurchase Agreement (Starwood Property Trust, Inc.)

Due Diligence. Each Seller acknowledges The Sellers acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, REO Properties and the Sellers, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees the Sellers agree that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such Sellerthe Sellers, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans and REO Properties in the possession or under the control of such Seller, any servicer or subservicer the Sellers and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller The Sellers also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Files, the Mortgage Loans and the Purchased AssetsREO Properties. Without limiting the generality of the foregoing, each Seller acknowledges the Sellers acknowledge that the Buyer may enter into Transactions with such Seller purchase Mortgage Loans and REO Properties from the Sellers based solely upon the information provided by such Seller the Sellers to the Buyer in the Purchased Asset Schedule and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans and REO Properties purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan and REO Properties. The Buyer may underwrite such Purchased Assets Mortgage Loans and REO Properties itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees The Sellers agree to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans and REO Properties in the possession, or under the control, of such Sellerthe Sellers. Each Seller The Sellers further agrees agree that Seller the Sellers shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by the Buyer in connection with continuing the Buyer’s activities pursuant to this Section 27 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall not exceed $25,000 per calendar year unless an Event of Default shall have occurred, in which event the Buyer shall have the right to perform due diligence on Eligible Assets and Purchased Assetsdiligence, at the sole expense of the Seller without regard to the dollar limitation set forth herein.

Appears in 1 contract

Samples: Master Repurchase Agreement (Fieldstone Investment Corp)

Due Diligence. Each The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and the Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such the Seller agrees that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such the Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of such Seller, any servicer or subservicer the Seller and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, each the Seller acknowledges that Buyer may enter into Transactions with such purchase Mortgage Loans from the Seller based solely upon the information provided by such the Seller to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker's price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each The Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such the Seller. Each The Seller further agrees that the Seller shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer's activities pursuant to this Section 27 ("Due Diligence Costs"); provided, that such Due Diligence Costs shall not exceed $20,000 per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence on Eligible Assets and Purchased Assetsdiligence, at the sole expense of Seller without regard to the dollar limitation set forth herein.

Appears in 1 contract

Samples: Master Repurchase Agreement (E Loan Inc)

Due Diligence. Each (a) The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsEligible Assets and the Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such each of the Seller agrees that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such the Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Eligible Assets in the possession or under the control of such Seller, any servicer or subservicer the Seller and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Eligible Assets. Without limiting the generality of the foregoing, each the Seller acknowledges that Buyer may enter into Transactions with such purchase Eligible Assets from the Seller based solely upon the information provided by such the Seller to Buyer in the Purchased Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsEligible Assets purchased in a Transaction, including, without limitation, ordering broker's price opinions, new credit reports and new appraisals on the related Mortgaged Properties or Underlying Properties and otherwise re-generating the information used to originate such Eligible Asset. Buyer may underwrite such Purchased Eligible Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each The Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Eligible Assets in the possession, or under the control, of such the Seller. Each The Seller further agrees that the Seller shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer's activities pursuant to this Section 17 ("Due Diligence Costs").

Appears in 1 contract

Samples: Master Repurchase Agreement (Anthracite Capital Inc)

Due Diligence. Each Seller The Originator acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Administrative Agent and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer Lenders may enter into Transactions with such Seller transactions based solely upon the information provided by such Seller the Originator to Buyer the Administrative Agent and the Lenders in the Collateral Schedule and the representations, warranties and covenants contained herein, and that Buyerthe Administrative Agent and the Lenders, at its their option, has have the right at prior to the making of any time Credit Extension under the Credit Agreement to conduct a partial or complete due diligence review on some or all of the Purchased AssetsCollateral securing such purchase, including ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Collateral. Buyer The Administrative Agent or any Lender may underwrite such Purchased Assets Collateral itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller The Originator agrees to cooperate with Buyer the Administrative Agent and any third party underwriter in connection with such underwriting, including, but not limited to, including providing Buyer the Administrative Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Collateral in the possession, or under the control, of the Servicer. The Originator also shall make available to the Administrative Agent and the Lenders a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Collateral Files and the Collateral. The Administrative Agent and each Lender agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Originator or any of its Affiliates (including the Collateral Files); provided that (1) nothing herein shall prohibit the disclosure of any such Sellerinformation to the extent required by statute, rule, regulation or judicial process and (2) unless specifically prohibited by applicable law or court order, the Administrative Agent or such Lender shall, prior to disclosure thereof, notify the Originator of any request for disclosure of any such non-public information. Each Seller The Administrative Agent and each Lender further agrees that Seller shall reimburse Buyer not to use any such non-public information for any purpose unrelated to this Agreement, and all attorneys’ fees, costs the Administrative Agent and expenses incurred by Buyer each Lender agrees that it shall not disclose such non-public information to any third party underwriter in connection with continuing due diligence on Eligible Assets and Purchased Assetsa potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Capitalsource Inc)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to due diligence on the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (510) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all reasonable attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets. With respect to Purchased Assets that Buyer determines to be “performing” Purchased Assets, in its sole and absolute discretion, Seller shall have no liability for costs and expenses related to the ongoing surveillance of such performing Purchased Assets. Notwithstanding the foregoing any due diligence costs paid to third parties, including, without limitation, FIRREA appraisals, environmental reports or other third party underwriting reports, or any travel expenses, shall be paid by Seller to Buyer within 10 days after receipt of an invoice therefor.

Appears in 1 contract

Samples: Master Repurchase Agreement (Dividend Capital Total Realty Trust Inc.)

Due Diligence. Each Seller acknowledges Sellers acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees Sellers agree that upon reasonable prior notice to such SellerSellers, provided that, in the event that a Default shall have occurred, then without notice, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of such SellerSellers, any servicer Servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller Sellers also shall make available to Buyer a knowledgeable financial or 56 61 accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Without limiting the generality of the foregoing, each Seller acknowledges Sellers acknowledge that Buyer may enter into Transactions with such Seller the Sellers based solely upon the information Collateral Information provided by such each respective Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees Sellers agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of such SellerSellers. Each Seller Sellers further agrees agree that Seller Sellers shall reimburse Buyer for any and all attorneys’ fees, out-of-pocket costs and expenses reasonably incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer's activities pursuant to this Section 15 hereof.

Appears in 1 contract

Samples: Master Repurchase Agreement (Bingham Financial Services Corp)

Due Diligence. Each Seller acknowledges that Buyer has the right right, at its own cost and expense, to perform continuing due diligence reviews with respect to the Purchased Assets, Assets and the related Underlying Assets for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset FilesAssets File, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets and Underlying Assets in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting with respect to the Purchased Asset Files File and the Purchased Assets and Underlying Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into the Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets and the Underlying Assets. Buyer may underwrite such the Purchased Assets and the Underlying Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such the Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Appears in 1 contract

Samples: Master Repurchase Agreement (American Mortgage Acceptance Co)

AutoNDA by SimpleDocs

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Appears in 1 contract

Samples: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (510) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all reasonable attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Appears in 1 contract

Samples: Master Repurchase Agreement (Northstar Realty)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsSecurities and the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Securities and Purchased Loans in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased AssetsSecurities and Purchased Loans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such the Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsSecurities and Purchased Loans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Securities and Purchased Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, out-of-pocket third party costs and expenses reasonably incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer's activities pursuant to this Section 21.

Appears in 1 contract

Samples: Master Repurchase Agreement (LNR Property Corp)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior written notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Seller acknowledges that Buyer has the right to request, at Seller’s expense, a new Appraisal for any Mortgaged Property securing a Purchased Loan upon the occurrence of a Credit Event relating to such Purchased Loan. Prior to the occurrence of a Credit Event, Buyer may also request one (1) Appraisal per calendar year for the related Mortgaged Property at Seller’s expense. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, financial models, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Appears in 1 contract

Samples: Master Repurchase Agreement (Colony Credit Real Estate, Inc.)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of such Seller, any Servicer or sub-servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, out-of-pocket costs and expenses reasonably incurred by Buyer in connection with continuing due diligence on Eligible Assets Buyer’s activities pursuant to this Section 23, including, without limitation, reasonable attorneys’ fees and Purchased Assetsexpenses.

Appears in 1 contract

Samples: Master Repurchase Agreement (Ny Credit Corp.)

Due Diligence. Each Seller acknowledges that that, at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior written notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Assets Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such the Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, actual costs and expenses reasonably incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 28.

Appears in 1 contract

Samples: Master Repurchase Agreement (Resource Capital Corp.)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Seller, Settlement Agents, Approved Investors and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees agree that upon reasonable prior notice to such Seller, unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of such Seller, . Seller will use best efforts to cause Third Party Transaction Parties to cooperate with any servicer or subservicer and/or the Custodiandue diligence requests of Buyer. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such purchase Mortgage LEGAL02/40558019v11 Loans from Seller based solely upon the information provided by such Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller it shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 16.

Appears in 1 contract

Samples: Master Repurchase Agreement (loanDepot, Inc.)

Due Diligence. Each (a) Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice unless an Event of Default has occurred, in which case no notice is required, to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of such Seller, any servicer or subservicer Seller and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Seller acknowledges that Buyer has the right to conduct an on-site financial review on an annual basis. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such purchase Mortgage Loans from Seller based solely upon the information provided by such Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re‑generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and pay all attorneys’ feesreasonable, out‑of‑pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 17, subject to an annual cap of $25,000 unless an Event of Default has occurred (“Due Diligence Costs”).

Appears in 1 contract

Samples: Master Repurchase Agreement (Pennymac Financial Services, Inc.)

Due Diligence. Each (a) Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, Mortgage Loans and Seller for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such SellerSeller unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of such SellerMaster Servicer, any servicer or subservicer Seller and/or the applicable Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such purchase Mortgage Loans from Seller based solely upon the information provided by such Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Appears in 1 contract

Samples: Master Repurchase Agreement

Due Diligence. Each Seller acknowledges that that, so long as no Event of Default is then continuing (at reasonable times and upon reasonable prior notice), Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and [NEWYORK 3032673_23] specifications made hereunder, or determining or re-determining the Asset Base for purposes of Section 4 of this Agreement, or otherwise, and such Seller agrees that upon Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Assets, including, without limitation, ordering new credit reports and Appraisals (subject to Section 12(g)(vi) hereof) on the applicable collateral and otherwise regenerating the information used to originate such Purchased Assets. Upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such any Purchased Assets Asset in the possession or under the control of such Seller, any servicer or subservicer sub-servicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make reasonably available to Buyer a knowledgeable financial or accounting officer for the purpose of financial or accounting answering questions respecting the Purchased Asset Files Files, the Servicing Records and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall to reimburse Buyer for any and all reasonable out-of-pocket attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets, including, without limitation, the cost of annual updated Appraisals on the Mortgaged Properties and Diligence Fees in accordance with this Agreement.

Appears in 1 contract

Samples: Master Repurchase and Securities Contract Agreement (NorthStar Real Estate Income II, Inc.)

Due Diligence. Each (a) The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and the Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such the Seller agrees that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such the Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of such Seller, any servicer or subservicer the Seller and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, each the Seller acknowledges that Buyer may enter into Transactions with such purchase Mortgage Loans from the Seller based solely upon the information provided by such the Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each The Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such the Seller. Each The Seller further agrees that the Seller shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 17 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall not exceed $30,000 (“Due Diligence Cap”) per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence on Eligible Assets and Purchased Assetsdiligence, at the sole expense of Seller without regard to the Due Diligence Cap set forth herein.

Appears in 1 contract

Samples: Master Repurchase Agreement (First NLC Financial Services Inc)

Due Diligence. Each Seller acknowledges The Issuer and the Servicer acknowledge that Buyer the Note Purchaser has the right to perform continuing due diligence reviews with respect to the Purchased Assets, Collateral for purposes of verifying compliance with the representations, warranties and specifications covenants made hereunder, hereunder or otherwise, and such Seller agrees the Issuer and the Servicer agree that upon reasonable prior notice to such Seller, Buyer (with no notice being required upon the occurrence and during the continuance of any Event of Default) the Note Purchaser and Trustee or its any of their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Collateral in the possession or under the control of such Sellerthe Servicer or the Issuer. Other than during the occurrence and continuance of an Event of Default, any servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and Note Purchaser will pay all reasonable out-of-pocket costs and expenses incurred by Buyer it in connection with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assetsreviews. Without limiting the generality of the foregoing, each Seller the Issuer acknowledges that Buyer the Note Purchaser may enter into Transactions with such Seller purchase the Note based solely upon the information provided by such Seller to Buyer the Note Purchaser in the Schedule of Receivables and the representations, warranties and covenants contained hereinherein and in the other Basic Documents, and that Buyerthe Note Purchaser, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsCollateral securing the Advances, including without limitation verifying the information used to originate any Receivables. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees The Issuer and the Servicer agree to cooperate to the fullest extent possible with Buyer the Note Purchaser and any third party underwriter in connection with such underwritingdue diligence reviews, including, but not limited to, providing Buyer and any third party underwriter the Note Purchaser with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Collateral in the possession, or under the control, of such Sellerthe Issuer or the Servicer. Each Seller further agrees The Issuer and Servicer acknowledge and agree that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing no due diligence on Eligible Assets performed by the Trustee, the Note Purchaser or any of their respective agents shall limit or otherwise affect the representations and Purchased Assetswarranties made by them or the Seller under any of the Basic Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Gehl Co)

Due Diligence. Each Seller acknowledges that Buyer has performed due diligence reviews and, at reasonable times and upon reasonable prior notice, has the right to perform continuing due diligence reviews with respect to the applicable Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such . Each Seller agrees that upon reasonable prior notice to such Seller, Buyer or its Buyer’s authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of such Seller, any servicer or any subservicer and/or the Custodian. Each Seller agrees (provided that, unless an Event of Default has occurred and is continuing, or unless Buyer has a commercially reasonable basis for doing so, Buyer shall not be permitted to reimburse Buyer for conduct more than one (1) such review during any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice thereforcalendar year). Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the applicable Purchased AssetsLoans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time time, either itself or through its authorized representative, to conduct a partial or complete due diligence review on some or all of the Purchased AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of such Seller. Each Seller further agrees that such Seller shall reimburse Buyer for any and all attorneys’ fees, reasonable and documented out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s due diligence on reviews with respect to the Purchased Loan incurred pursuant to this Section 24, including, without limitation, reasonable attorneys’ fees and expenses (provided that, the due diligence conducted in connection with the initial purchase of an Eligible Assets and Purchased AssetsLoan shall be limited to the Underwriting Fee).

Appears in 1 contract

Samples: Master Repurchase and Securities Contract (Starwood Property Trust, Inc.)

Due Diligence. Each Seller The Originator acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties Initial Noteholder may purchase Notes and specifications made hereunder, or otherwise, advance Borrowings and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller transactions based solely upon the information provided by such Seller the Originator to Buyer the Initial Noteholder in the Loan Schedule and the representations, warranties and covenants contained herein, and that Buyerthe Initial Noteholder, at its option, has the right at prior to such purchase of the Notes or the advance of any time Borrowing therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Purchased AssetsTransferred Loans securing such purchase, including, without limitation, re-generating the information used to originate each such Transferred Loan. Buyer The Initial Noteholder may underwrite such Purchased Assets Transferred Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller The Originator agrees to cooperate with Buyer the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Transferred Loans in the possession, or under the control, of such Sellerthe Servicer. The Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Transferred Loans. Each Seller Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Originator or any of its Affiliates; provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Originator of any request for disclosure of any such non-public information. The Noteholder further agrees that Seller shall reimburse Buyer not to use any such non-public information for any purpose unrelated to this Agreement and all attorneys’ fees, costs and expenses incurred by Buyer in connection that each such Noteholder shall not disclose such non public information to any third party underwriter without obtaining a written agreement from such third party underwriter to comply with continuing due diligence on Eligible Assets and Purchased Assetsthe confidentiality provisions of this Section 11.13.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Hercules Technology Growth Capital Inc)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer determining or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, re-determining the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control Base for purposes of such Seller, any servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term Section 4 of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained hereinotherwise, and Seller agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some any or all of the Purchased Assets. Buyer may underwrite Loans, including, without limitation, ordering new credit reports and Appraisals on the applicable collateral and otherwise regenerating the information used to originate such Purchased Assets itself Loans; provided, however, notwithstanding anything to the contrary contained herein, so long as no Event of Default is continuing, in no event shall Seller be responsible for payment of Diligence Fees of Buyer hereunder in excess of Buyer’s reasonable fees and expenses (including reasonable fees and expenses of Buyer’s outside service providers and outside counsel) for each New Loan. Upon reasonable (but no less than one (1) Business Days’) prior written notice to Seller, Buyer or engage its authorized representatives will be permitted during normal business hours to examine and inspect the Purchased Loan Files and any and all documents, records, agreements, instruments or information relating to any Purchased Loan in the possession or under the control of Seller, any servicer or sub-servicer and/or Custodian. Seller also shall make available to Buyer, upon reasonable advance written notice, a third party underwriter to perform such underwritingknowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Loan Files and the Purchased Loans. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Appears in 1 contract

Samples: Bailee Agreement (Blackstone Mortgage Trust, Inc.)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, Primary Servicer and any other servicer or subservicer sub-servicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets during the term of this AgreementAssets, which shall be paid by such Seller to Buyer within five thirty (530) calendar days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Upon a written demand therefor by Buyer to Seller, Seller further agrees that Seller shall promptly (but in no event later than ten (10) Business Days of such a demand) reimburse Buyer for any and all reasonable attorneys’ fees, costs and expenses of outside counsel incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Appears in 1 contract

Samples: Securities Contract Agreement (TPG RE Finance Trust, Inc.)

Due Diligence. Each Seller acknowledges that that, so long as no Event of Default is then continuing (at reasonable times and upon reasonable prior notice), Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or determining or re-determining the Asset Base Component for purposes of Section 4 of this Agreement, or otherwise, and such Seller agrees that upon Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Assets, including, without limitation, ordering new credit reports and Appraisals (subject to Section 12(g)(vi) hereof) on the applicable collateral and otherwise regenerating the information used to originate such Purchased Assets. Upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such any Purchased Assets Asset in the possession or under the control of such Seller, any servicer or subservicer sub-servicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make reasonably available to Buyer a knowledgeable financial or accounting officer for the purpose of financial or accounting answering questions respecting the Purchased Asset Files Files, the Servicing Records and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall to reimburse Buyer for any and all reasonable out-of-pocket attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets, including, without limitation, the cost of annual updated Appraisals on the Mortgaged Properties and Diligence Fees in accordance with this Agreement.

Appears in 1 contract

Samples: Master Repurchase and Securities Contract Agreement (Colony NorthStar Credit Real Estate, Inc.)

Due Diligence. Each Seller acknowledges The Sellers acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and the Sellers, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees the Sellers agree that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such Sellerthe Sellers, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of such Seller, any servicer or subservicer the Sellers and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller The Sellers also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, each Seller acknowledges the Sellers acknowledge that the Buyer may enter into Transactions with such Seller purchase Mortgage Loans from the Sellers based solely upon the information provided by such Seller the Sellers to the Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees The Sellers agree to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such Sellerthe Sellers. Each Seller The Sellers further agrees agree that Seller the Sellers shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by the Buyer in connection with continuing the Buyer’s activities pursuant to this Section 27 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall not exceed $25,000 per calendar year unless an Event of Default shall have occurred, in which event the Buyer shall have the right to perform due diligence on Eligible Assets and Purchased Assetsdiligence, at the sole expense of the Seller without regard to the dollar limitation set forth herein.

Appears in 1 contract

Samples: Master Repurchase Agreement (Fieldstone Investment Corp)

Due Diligence. Each Seller acknowledges that Buyer has the Buyers have the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior written notice to such Seller, the Buyer or its their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that the Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to the Buyer and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. The Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse the Buyer for any and all attorneys’ fees, reasonable costs and expenses incurred by Buyer the Buyer, not to exceed $10,000 with respect to each Purchased Asset, in connection with continuing due diligence on Eligible Assets and Purchased Assetsthe Buyer’s activities pursuant to this Section 25.

Appears in 1 contract

Samples: Master Repurchase Agreement (CBRE Realty Finance Inc)

Due Diligence. Each Seller acknowledges that Buyer has the Buyers have the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior written notice to such Seller, the Buyer or its their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that the Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to the Buyer and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. The Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse the Buyer for any and all attorneys’ fees, reasonable costs and expenses incurred by Buyer the Buyer, not to exceed $10,000 with respect to each Purchased Asset, in connection with continuing due diligence on Eligible Assets and Purchased Assetsthe Buyer's activities pursuant to this Section 25.

Appears in 1 contract

Samples: Master Repurchase Agreement (CBRE Realty Finance Inc)

Due Diligence. Each Seller acknowledges that Buyer has performed due diligence reviews, and has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such . Seller agrees that upon reasonable prior notice to such Seller, Buyer or its Buyer’s authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Mortgage Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Loan Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time time, either itself or through its authorized representative, to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with commercially reasonable access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, actual out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s due diligence reviews with respect to the Purchased Mortgage Loan incurred pursuant to this Section 23, including, without limitation, reasonable attorneys’ fees and expenses of outside counsel subject, however, to any limitations on Eligible Assets and Purchased AssetsDue Diligence Fees as set forth in the Fee Letter.

Appears in 1 contract

Samples: Master Repurchase and Securities Contract (TPG RE Finance Trust, Inc.)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, Servicer, any other servicer or subservicer sub-servicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Appears in 1 contract

Samples: Uncommitted Master Repurchase Agreement (Colony Financial, Inc.)

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, Seller, Collateral Administrator and other parties which may be involved in or related to Transactions (Collateral Administrator and other parties, collectively, “Third Party Transaction Parties”), as deemed appropriate by Buyer in its good faith discretion, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such . Seller agrees that upon reasonable prior notice to such SellerSeller or Collateral Administrator, as applicable, unless an Event of Default shall have occurred and be continuing, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours at reasonable times to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller or Collateral Administrator; provided however, that (x) unless an Event of Default or Credit Event has occurred and is continuing, Buyer shall not conduct more than one (1) such Seller, review during any servicer or subservicer and/or the Custodianone (1) year period and (y) Seller shall only be obligated to use commercially reasonable efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. Each Seller agrees to reimburse Buyer for any shall and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller request that Collateral Administrator also shall make available to Buyer upon reasonable prior notice a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such purchase Purchased Assets from Seller based solely upon the information provided by such Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to request Collateral Administrator or to cause its agent to conduct a partial or complete due diligence review on some or all of the Purchased AssetsAssets purchased in a Transaction, including, without limitation, ordering new Qualified Appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Purchased Asset and reviewing intercreditor agreements, property management agreements, formation documents of the property owners and their direct and indirect owners, financial statements, environmental and engineering reports, underlying title policies including owner’s and UCC-9 title insurance policies, legal opinions and other documents as may be mutually agreed among Seller and Buyer. For the avoidance of doubt, Collateral Administrator’s obligation to provide such due diligence to Buyer shall not preclude Buyer’s right to perform due diligence on the Purchased Assets prior to the Purchase Date and as necessary during the term of the Agreement, as determined by Buyer in is sole discretion, subject to the terms of the Mortgage Loan documents. Buyer may underwrite such Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees shall cooperate and shall use commercially reasonable efforts to cause Collateral Administrator to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such SellerSeller or Collateral Administrator. Each Notwithstanding the foregoing, Collateral Administrator shall not have any obligation to conduct due diligence pursuant to this paragraph (but shall be required to provide the documents and other information in its possession pursuant hereto) unless prior agreement has been reached with respect to compensation to be paid to Collateral Administrator for the requested underwriting services to be conducted. Seller further agrees that it shall pay, to the extent Seller shall reimburse Buyer for any and has received an invoice therefor, all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 17.

Appears in 1 contract

Samples: Master Repurchase Agreement (Granite Point Mortgage Trust Inc.)

Due Diligence. Each Seller acknowledges that that, at reasonable times and upon reasonable notice, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, inspect and make copies and extracts of, of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such any Originator, Seller, any servicer Servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third third-party underwriter to perform such underwriting. Each Seller Xxxxxx agrees to cooperate with Buyer Xxxxx and any third third-party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third third-party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such SellerSeller or any Originator. Each Seller further agrees that Seller shall reimburse Buyer for all due diligence costs relating to Buyer’s review of any Purchased Asset (including, without limitation, legal costs, custodial fees and all third-party due diligence costs and fees). Buyer in good faith expects that (except with respect to Purchased Assets that are secured by multiple Mortgaged Properties or contain features that require more due diligence than customary, including, without limitation, unique property and/or funding characteristics, including, but not limited to, table fundings, mezzanine debt/preferred equity/co-lending structures, Ground Leases, and condominiums) (a) initial loan-level due diligence costs with respect to any Purchased Asset (other than attorneys’ feesfees and expenses related to the initial review of the related Purchased Asset Documents) will not be greater than $5,000 and (b) initial loan-level due diligence costs comprised of attorneys’ fees and expenses related to the initial review of the Purchased Asset Documents with respect to any Purchased Asset will be in an amount equal to approximately $7,500; provided that Seller is at all times obligated to reimburse Buyer for all such costs notwithstanding whether such costs exceed $5,000 or $7,500, as applicable. Seller shall pay for all of Buyer’s costs and expenses incurred by Buyer in connection with continuing due on-site diligence visits; provided that such liability shall be limited to one (1) visit per year unless an Event of Default or Funding Termination Event has occurred. Unless an Event of Default has occurred and is continuing, (i) Seller shall be obligated to pay the costs for Appraisals required under Section 12(h)(iv)(A) and (ii) with respect to Appraisals required under Section 12(h)(iv)(B), Seller shall be obligated to pay costs for one (1) Appraisal per Purchased Asset per year if such Appraisal reflects an “as-is” appraised value that is less than the “as-is” appraised value reflected on Eligible Assets the previous Appraisal; if such Appraisal reflects an “as-is” appraised value that is equal to or greater than the “as-is” appraised value reflected on the previous Appraisal, Buyer shall be obligated to pay for the costs of such Appraisal. Xxxxxx agrees to cooperate with Xxxxx and Purchased Assetsany Independent Appraiser in connection with obtaining Appraisals. Xxxxxx agrees to pay all of Xxxxx’s costs and expenses incurred in connection with any Future Funding request.

Appears in 1 contract

Samples: Master Repurchase Agreement and Securities Contract (FS Credit Real Estate Income Trust, Inc.)

Due Diligence. Each Seller acknowledges that that, at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior written notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, inspect and make copies and extracts of, of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any servicer Servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer upon reasonable advance notice a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets, and at least once annually, Buyer shall be permitted to visit Guarantor and/or Seller’s offices at a mutually agreeable time to meet with the investment and management teams regarding their investment and management strategies. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third third-party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third third-party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third third-party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such SellerSeller (excluding, for the avoidance of doubt, any information which Seller is not permitted to obtain from the obligors under the Purchased Asset Documents without cost or expense to Seller (other than de minimis cost or expense)). Each Seller further agrees that Seller shall reimburse Buyer for all actual out-of-pocket due diligence costs reasonably incurred by Buyer relating to Buyer’s review of any Purchased Asset (including, without limitation, reasonable and actual out-of-pocket outside legal costs, custodial fees and third-party due diligence costs and fees). Seller shall pay for all attorneys’ fees, of Buyer’s actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with continuing due on-site diligence on Eligible Assets visits. Upon the request of Xxxxx, upon the occurrence and during the continuance of an Event of Default, at Seller’s sole cost and expense, with respect to any individual Purchased AssetsAsset, Seller shall obtain updated Appraisals of the Mortgaged Properties relating to such Purchased Asset.

Appears in 1 contract

Samples: Master Repurchase Agreement and Securities Contract (Blackstone Mortgage Trust, Inc.)

Due Diligence. Each Seller acknowledges (a) Sellers acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Sellers and Guarantor, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees Sellers agree that upon reasonable prior notice to such SellerSellers unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of such SellerServicer, any servicer or subservicer Sellers and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller Sellers also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller purchase Mortgage Loans from Sellers based solely upon the information provided by such Seller Sellers to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker's price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such SellerSellers. Each Seller further agrees that Seller Sellers shall reimburse Buyer for any and pay all attorneys’ fees, reasonable out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer's activities pursuant to this Section 17 ("Due Diligence Costs").

Appears in 1 contract

Samples: Master Repurchase Agreement (American Home Mortgage Investment Corp)

Due Diligence. Each Seller acknowledges The Sellers acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and the Sellers, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees the Sellers agree that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such Sellerthe Sellers, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of such Seller, any servicer or subservicer the Sellers and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller The Sellers also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, each Seller acknowledges the Sellers acknowledge that the Buyer may enter into Transactions with such Seller purchase Mortgage Loans from the Sellers based solely upon the information provided by such Seller the Sellers to the Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker's price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees The Sellers agree to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such Sellerthe Sellers. Each Seller The Sellers further agrees agree that Seller the Sellers shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by the Buyer in connection with continuing the Buyer's activities pursuant to this Section 27 ("Due Diligence Costs"); provided, that such Due Diligence Costs shall not exceed $25,000 per calendar year unless a Default or Event of Default shall have occurred, in which event the Buyer shall have the right to perform due diligence on Eligible Assets and Purchased Assetsdiligence, at the sole expense of the Seller without regard to the dollar limitation set forth herein.

Appears in 1 contract

Samples: Repurchase Agreement (Fieldstone Investment Corp)

Due Diligence. Each Seller The Originator acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Agent and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer Lender Group may make Loans and may enter into Transactions with such Seller transactions based solely upon the information provided by such Seller the Originator to Buyer the Agent and the Lender Group in the Note Receivables Schedules and the representations, warranties and covenants contained herein, and that Buyerthe Agent, at its option, has the right at prior to any time such Loan to conduct a partial or complete due diligence review on some or all of the Purchased AssetsTransferred Note Receivables securing such Loan, including, without limitation, re-generating the information used to originate each such Transferred Note Receivables. Buyer The Agent may underwrite such Purchased Assets Transferred Note Receivables itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller The Originator agrees to cooperate with Buyer the Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer the Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Transferred Notes Receivables in the possession, or under the control, of the Servicer. The Originator also shall make available to the Agent and the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Transferred Note Receivables and the related Note Receivable Documents. The Agent agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Originator or any of its Affiliates; provided, however, that nothing herein shall prohibit the disclosure of any such Sellerinformation to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Agent shall, prior to disclosure thereof, notify the Originator of any request for disclosure of any such non-public information. Each Seller The Agent further agrees that Seller shall reimburse Buyer not to use any such non-public information for any purpose unrelated to this Agreement and all attorneys’ fees, costs and expenses incurred by Buyer in connection that the Agent shall not disclose such non public information to any third party underwriter without obtaining a written agreement from such third party underwriter to comply with continuing due diligence on Eligible Assets and Purchased Assetsthe confidentiality provisions of this Section 11.11.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Horizon Technology Finance Corp)

Due Diligence. Each Seller acknowledges that the Buyer Parties has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior written notice to such Seller, the Buyer Agent or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to the Buyer Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that the Buyer Parties may enter into Transactions with such Seller based solely upon the information provided by such Seller to the Buyer Agent and the representations, warranties and covenants contained herein, and that Buyerthe Buyer Agent, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. A Buyer may underwrite such Purchased Assets Loans itself or engage a third third-party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with the Buyer Parties and any third third-party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer Parties and any third third-party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse the Buyer Parties for any and all attorneys’ fees, out-of-pocket costs and expenses reasonably incurred by the Buyer Parties in connection with continuing due diligence on Eligible Assets and Purchased Assetsthe Buyer Parties' activities pursuant to this Section 21.

Appears in 1 contract

Samples: Master Repurchase Agreement (Anthracite Capital Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.