Common use of Periodic Due Diligence Reviews Clause in Contracts

Periodic Due Diligence Reviews. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Mortgage Loans for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise, and Seller agrees that upon reasonable (but no less than three (3) Business Days’) prior notice to Seller (provided that upon the occurrence of a Default or an Event of Default, no such prior notice shall be required), Buyer, Agent or their authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Seller and/or Custodian. Seller also shall make available to Buyer or Agent, as applicable, a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer shall purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer and Agent 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, or cause Agent to conduct on its behalf, a partial or complete due diligence review on some or all of the Purchased Mortgage Loans, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer, Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer, Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Seller. In addition, Buyer has the right to perform (or cause Agent on its behalf to perform) continuing Due Diligence Reviews (including, without limitation, operational, legal, corporate and background due diligence) of Seller and its Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer and Agent in connection with Buyer’s or Agent’s activities pursuant to this Paragraph 33 shall be paid by Seller.

Periodic Due Diligence Reviews. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Mortgage Loans for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise, and Seller agrees that upon reasonable (but no less than three one (31) Business Days’Day’s) prior notice to Seller (provided that upon the occurrence of a Default or an Event of Default, no such prior notice shall be required), Buyer, Agent Buyer or their its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans in the possession, or under the control, of Seller and/or Custodian. Seller also shall make available to Buyer or Agent, as applicable, a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Purchased Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer shall purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer and Agent 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, or cause Agent to conduct on its behalf, a partial or complete due diligence review on some or all of the Purchased Mortgage Loans, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer, Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer, Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Seller. In addition, Buyer has the right to perform (or cause Agent on its behalf to perform) continuing Due Diligence Reviews (including, without limitation, operational, legal, corporate and background due diligence) of Seller and its Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer and Agent in connection with Buyer’s or Agent’s activities pursuant to this Paragraph 33 27 shall be paid by Seller.

Periodic Due Diligence Reviews. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Mortgage Loans for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise, and Seller agrees that upon reasonable (but no less than three one (31) Business Days’Day’s) prior notice to Seller (provided that upon the occurrence of a Default or an Event of Default, no such prior notice shall be required), Buyer, Agent Buyer or their its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans in the possession, or under the control, of Seller and/or Custodian. Seller also shall make available to Buyer or Agent, as applicable, a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Purchased Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer shall purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer and Agent 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, or cause Agent to conduct on its behalf, a partial or complete due diligence review on some or all of the Purchased Mortgage Loans, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a third party underwriter to perform such underwriting. Seller Xxxxxx agrees to cooperate with Buyer, Agent Xxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer, Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Seller. In addition, Buyer Xxxxx has the right to perform (or cause Agent on its behalf to perform) continuing Due Diligence Reviews (including, without limitation, operational, legal, corporate and background due diligence) of Seller and its Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. Seller and Buyer Xxxxx further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer and Agent in connection with Buyer’s or AgentXxxxx’s activities pursuant to this Paragraph 33 27 shall be paid by Seller.

Periodic Due Diligence Reviews. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Mortgage Loans Assets for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise, and Seller agrees that upon reasonable (but no less than three (3) Business Days’) prior notice to Seller (provided that upon the occurrence and during the continuance of a Default or an Event of Default, no such prior notice shall be required), Buyer, Agent Buyer or their its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Assets in the possession, or under the control, of Seller and/or the applicable Custodian. Seller also shall make available to Buyer or Agent, as applicable, a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage LoansAssets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer shall purchase Mortgage Loans Assets from Seller based solely upon the information provided by Seller to Buyer and Agent in the Mortgage Loan Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right, at any time to conduct, or cause Agent to conduct on its behalf, a partial or complete due diligence review on some or all of the Purchased Mortgage LoansAssets, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanAsset. Buyer may underwrite such Mortgage Loans Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer, Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer, Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Assets in the possession, or under the control, of Seller. In addition, Buyer has the right to perform (or cause Agent on its behalf to perform) continuing Due Diligence Reviews due diligence reviews (including, without limitation, operational, legal, corporate and background due diligence) of Seller and its Affiliates, directors, and their respective Subsidiaries (if any) and the officers, employees and significant shareholders thereof. Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer and Agent in connection with Buyer’s or Agent’s activities pursuant to this Paragraph 33 shall be paid by Seller.Seller subject to the Due Diligence Cap. A1 - 40

Periodic Due Diligence Reviews. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Mortgage Loans for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise, and Seller agrees that upon reasonable (but no less than three one (31) Business Days’Day’s) prior notice to Seller (provided that upon the occurrence of a Default or an Event of Default, no such prior notice shall be required), Buyer, Agent Buyer or their its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Seller and/or Custodian. Seller also shall make available to Buyer or Agent, as applicable, a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer shall purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer and Agent 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, or cause Agent to conduct on its behalf, a partial or complete due diligence review on some or all of the Purchased Mortgage Loans, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer, Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer, Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Seller. In addition, Buyer has the right to perform (or cause Agent on its behalf to perform) continuing Due Diligence Reviews (including, without limitation, operational, legal, corporate and background due diligence) of Seller and its Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer and Agent in connection with Buyer’s or Agent’s activities pursuant to this Paragraph 33 27 shall be paid by Seller.