Common use of Buyer’s Acknowledgment Clause in Contracts

Buyer’s Acknowledgment. Each Buyer other than U.S. Bank hereby acknowledges that U.S. Bank has made no representations or warranties with respect to any Purchased Loan other than as expressly set forth in this Agreement and that U.S. Bank shall have no responsibility (in its capacity as a Buyer, the Administrative Agent, or any other capacity or role) for: (a) the marketability or collectability of the Purchased Loans; (b) the genuineness, validity, likelihood of performance as and when due or enforceability of any Investor Commitment or the solvency or performance record of any Approved Investor; (c) the validity, enforceability or any legal effect of any of the Repurchase Documents, any Loan Papers or any insurance, bond or similar device purportedly protecting any obligation to the Buyers or any Purchased Loans; or (d) the financial condition of the Seller or any of its Subsidiaries or Affiliates, the status, health or viability of any industry in which any of them is involved, the prospects for repurchase of the Purchased Loans, the genuineness, validity or enforceability of any warehousing facility or repurchase agreement between the Seller and any other lender or repurchase agreement counterparty, the value of any Purchased Loans, the effectiveness of any of the provisions of the Repurchase Documents (including the financial covenants, tests and hedging requirements) or any aspect of their implementation or administration at any time to reduce or control risks of any type, to produce returns, profits, yields or spreads or to reduce or control losses or the accuracy of any information supplied by or to be supplied in connection with any of the Seller or any of its Restricted Subsidiaries or Affiliates, or otherwise with respect to this Agreement, any Purchased Loans or any source of equity or other financing for any of the Seller, any of its Affiliates or any other warehouse lender or repurchase agreement counterparty.

Buyer’s Acknowledgment. Each Buyer other than U.S. Bank hereby acknowledges that U.S. Bank has made no representations or warranties with respect to any Purchased Loan other than as expressly set forth in this Agreement and that U.S. Bank shall have no responsibility (each in its capacity as a Buyer, the Administrative Agent, or any other capacity or role) for: (a) the marketability or collectability collectibility of the Purchased Loans; (b) the genuineness, validity, likelihood of performance as and when due or enforceability of any Investor Commitment or the solvency or performance record of any Approved Investor; (c) the validity, enforceability or any legal effect of any of the Repurchase Documents, any Loan Papers or any insurance, bond or similar device purportedly protecting any obligation to the Buyers or any Purchased Loans; or (d) the financial condition of the Seller or any of its Subsidiaries or Affiliates, the status, health or viability of any industry in which any of them is involved, the prospects for repurchase of the Purchased Loans, the genuineness, validity or enforceability of any warehousing facility or repurchase agreement between the Seller and any other lender or repurchase agreement counterparty, the value of any Purchased Loans, the effectiveness of any of the provisions of the Repurchase Documents (including the financial covenants, tests and hedging requirements) or any aspect of their implementation or administration at any time to reduce or control risks of any type, to produce returns, profits, yields or spreads or to reduce or control losses or the accuracy of any information supplied by or to be supplied in connection with any of the Seller or any of its Restricted Subsidiaries or Affiliates, or otherwise with respect to this Agreement, any Purchased Loans or any source of equity or other financing for any of the Seller, any of its Affiliates or any other warehouse lender or repurchase agreement counterparty.

Buyer’s Acknowledgment. Each Buyer other than U.S. Bank hereby acknowledges that U.S. Bank has made no representations or warranties with respect to any Purchased Loan other than as expressly set forth in this Agreement and that U.S. Bank shall have no responsibility (in its capacity as a Buyer, the Administrative Agent, or any other capacity or role) for: (a) the marketability or collectability collectibility of the Purchased Loans; (b) the genuineness, validity, likelihood of performance as and when due or enforceability of any Investor Commitment or the solvency or performance record of any Approved Investor; (c) the validity, enforceability or any legal effect of any of the Repurchase Documents, any Loan Papers or any insurance, bond or similar device purportedly protecting any obligation to the Buyers or any Purchased Loans; or (d) the financial condition of the Seller or any of its Subsidiaries or Affiliates, the status, health or viability of any industry in which any of them is involved, the prospects for repurchase of the Purchased Loans, the genuineness, validity or enforceability of any warehousing facility or repurchase agreement between the Seller and any other lender or repurchase agreement counterparty, the value of any Purchased Loans, the effectiveness of any of the provisions of the Repurchase Documents (including the financial covenants, tests and hedging requirements) or any aspect of their implementation or administration at any time to reduce or control risks of any type, to produce returns, profits, yields or spreads or to reduce or control losses or the accuracy of any information supplied by or to be supplied in connection with any of the Seller or any of its Restricted Subsidiaries or Affiliates, or otherwise with respect to this Agreement, any Purchased Loans or any source of equity or other financing for any of the Seller, any of its Affiliates or any other warehouse lender or repurchase agreement counterparty.

Buyer’s Acknowledgment. (a) Each Buyer other than U.S. Bank Chase hereby acknowledges that U.S. Bank Chase has made no representations or warranties with respect to any the Purchased Loan Mortgage Loans other than as expressly set forth in this Agreement and the Transaction Documents and that U.S. Bank Chase shall have no responsibility (in its capacity as a Buyer, the Administrative Agent, Agent or in any other capacity or role) for: (ai) the marketability or collectability of the Purchased Mortgage Loans;; or (bii) the genuinenessvalue, validity, likelihood of performance as and when due effectiveness, genuineness, enforceability, or enforceability sufficiency of any Investor Commitment Purchased Mortgage Loans or other Mortgage Assets or any property at any time subject to Transactions or otherwise covered by the solvency Transaction Documents; or (iii) any recital, statement, representation or performance record warranty of the Sellers or any of its Subsidiaries or Affiliates in the Repurchase Agreement or any other Transaction Document, or in any other writing at any time furnished by or on behalf of any Approved Investor;Seller or any of its Subsidiaries or Affiliates in connection therewith; or (civ) the legality, validity, enforceability enforceability, or any legal effect of any of the Repurchase Transaction Documents, any Loan Papers or any insurance, bond or similar device purportedly protecting any obligation to the Buyers or any Purchased LoansMortgage Loans or other Mortgage Assets; or (dv) the financial condition of the any Seller or any of its Subsidiaries or Affiliates, the status, health or viability of any industry in which any of them is involved, the prospects for repurchase repayment of the Purchased Loans, the genuineness, validity Transactions or enforceability of any warehousing facility or repurchase agreement between the Seller and any other lender or repurchase agreement counterparty, the value of any Purchased Loans, the effectiveness of any of the provisions of the Repurchase Transaction Documents (including the financial covenants, tests and hedging requirements) or any aspect of their implementation or administration at any time to reduce or control risks of any type, to produce returns, profits, yields or spreads or to reduce or control losses losses; or (vi) the truthfulness, accuracy or the accuracy completeness of any information at any time supplied by or to be supplied in connection with any of the Seller or any of its Restricted Subsidiaries or Affiliates, or otherwise with respect to this Agreementthe Purchased Mortgage Loans, any Purchased Loans other Mortgage Assets, or any source of equity or other financing for any of such companies, or whether any such information is current or meets the Sellerrequirements of the Transaction Documents; or (vii) any failure of any Seller or any other obligor under the Repurchase Agreement, any of the other Transaction Documents to perform any of its Affiliates obligations thereunder. (b) Each Buyer acknowledges and agrees that, independently and without reliance on the Administrative Agent or any other warehouse lender Buyer, and based on the financial statements and other information furnished by any Seller, its Subsidiaries and Affiliates, and such other documents and information as such Buyer deems necessary or repurchase agreement counterpartyappropriate (all of which such Buyer has obtained and reviewed to enable it to make the decision described in Section 5.3(b)(i)), such Buyer: (i) has made its own complete analysis of the credit quality of each Seller and its Subsidiaries and the Underwriting and Acquisition Guidelines, and its own decision to make its Commitment and enter into the Repurchase Agreement, this Agreement and the other Transaction Documents; (ii) will continue, until the Transactions are repurchased and such Buyer’s Commitment has terminated, to make its own credit analysis and its own decision to take or not to take any action in connection with the Transactions, this Agreement and the other Transaction Documents; and (iii) will, until all Purchased Mortgage Loans in all Transactions are repurchased and such Buyer’s Commitment has terminated, maintain current and complete credit information on the Sellers and update, revise and review for itself the credit quality of each Seller and its Subsidiaries and the Transactions and their documentation.

Buyer’s Acknowledgment. Each a. Buyer other than U.S. Bank hereby acknowledges that U.S. Bank Agent has made no representations or warranties with respect to any Purchased Mortgage Loan other than as expressly set forth in this Agreement and that U.S. Bank Agent shall have no responsibility (in its capacity as a Buyer, the Administrative Agent, or any other capacity or role) for: (a) i. the funding of any Transaction; ii. the enforcement of any Margin Deficit or the determination of any occurrence of an Event of Default; iii. the marketability or collectability of the Purchased Mortgage Loans; (b) the genuineness, validity, likelihood of performance as and when due or enforceability of any Investor Commitment or the solvency or performance record of any Approved Investor; (c) iv. the validity, enforceability or any legal effect of any of the Repurchase Documents, any Loan Papers Program Documents or any insurance, bond or similar device purportedly protecting any obligation to the Buyers Buyer or any Purchased Mortgage Loans; or (d) v. the financial condition of the Seller or any of its Subsidiaries or Affiliates, the status, health or viability of any industry in which any of them is involved, the prospects for repurchase of the Purchased Mortgage Loans, the genuineness, validity or enforceability of any warehousing facility or repurchase agreement between the Seller and any other lender or repurchase agreement counterparty, the value of any Purchased Loans, the effectiveness of any of the provisions of the Repurchase Program Documents (including the financial covenants, tests and hedging requirements) or any aspect of their implementation or administration at any time to reduce or control risks of any type, to produce returns, profits, yields or spreads or to reduce or control losses or the accuracy of any information supplied by or to be supplied in connection with any of the Seller or any of its Restricted Subsidiaries or Affiliates, or otherwise with respect to this Agreement, any Purchased Mortgage Loans or any source of equity or other financing for any of the Seller, any of its Affiliates or any other warehouse lender or repurchase agreement counterparty. b. Buyer acknowledges that it has, independently of Agent and based on the financial statements of Seller and such other documents, information and investigations as it has deemed appropriate, made its own credit decision to extend credit hereunder from time to time. Buyer also acknowledges that it will, independently of Agent and based on such other documents, information and investigations as it shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under this Agreement, any Program Document or any other document executed pursuant hereto.

Buyer’s Acknowledgment. (a) Each Buyer other than U.S. Bank JPMorgan hereby acknowledges that U.S. Bank JPMorgan has made no representations or warranties with respect to any the Purchased Loan Mortgage Loans other than as expressly set forth in this Agreement and the Repurchase Documents and that U.S. Bank JPMorgan shall have no responsibility (in its capacity as a Buyer, the Administrative Agent, or in any other capacity or role) for: (ai) the marketability or collectability of the Purchased Mortgage Loans;; or (bii) the genuinenessvalue, validity, likelihood of performance as and when due effectiveness, genuineness, enforceability, or enforceability sufficiency of any Investor Commitment Repurchase Assets or the solvency or performance record of any Approved Investor;property at any time covered thereby; or (ciii) any recital, statement, representation or warranty of the Sellers or any of their Subsidiaries or Affiliates in the Repurchase Agreement or in any other writing at any time furnished by or on behalf of Sellers or any of their Affiliates or Subsidiaries in connection with the Repurchase Agreement, any of the other Repurchase Documents; or (iv) the legality, validity, enforceability enforceability, or any legal effect of any of the Repurchase Documents, any Loan Papers or any insurance, bond or similar device purportedly protecting any obligation to the Buyers or any Purchased LoansRepurchase Assets; or (dv) the financial condition of the Seller Sellers or any of its their Subsidiaries or Affiliates, the status, health or viability of any industry in which any of them is involved, the prospects for repurchase repayment of the Purchased LoansTransactions, the genuineness, validity or enforceability of any warehousing facility or repurchase agreement between the Seller and any other lender or repurchase agreement counterparty, the value of any Purchased Loans, the effectiveness of any of the provisions of the Repurchase Documents (including the financial covenants, tests and hedging requirements) or any aspect of their implementation or administration at any time to reduce or control risks of any type, to produce returns, profits, yields or spreads or to reduce or control losses losses; or (vi) the truthfulness, accuracy or the accuracy completeness of any information at any time supplied by or to be supplied in connection with any of the Seller Sellers or any of its Restricted their Subsidiaries or Affiliates, or otherwise with respect to this Agreementthe Purchased Mortgage Loans, any Purchased Loans Repurchase Assets, or any source of equity or other financing for any of such companies, or whether any such information is current or meets the Seller, requirements of the Repurchase Documents; or (vii) any failure of any Seller or any other obligor under the Repurchase Agreement or any of the other Repurchase Documents to perform any of its Affiliates obligations thereunder. USActive 5629959.9 (b) Each such Buyer acknowledges and agrees that, independently and without reliance on the Administrative Agent or any other warehouse lender Buyer, and based on the financial statements and other information furnished by the Sellers, their Subsidiaries and Affiliates, and such other documents and information as such Buyer deems necessary or repurchase agreement counterpartyappropriate (all of which such Buyer has obtained and reviewed to enable it to make the decision described in clause (i) below), such Buyer: (i) has made its own complete analysis of the credit quality of the Sellers and their Subsidiaries and the Underwriting Guidelines, and its own decision to make its Commitment and enter into this Agreement and the other Repurchase Documents; (ii) will continue, until the Transactions are repurchased and such Buyer’s Commitment has terminated, to make its own credit analysis and its own decision to take or not to take any action in connection with the Transactions, this Agreement and the other Repurchase Documents provided, that nothing contained in this clause shall be construed to release any Buyer from its obligations hereunder or under the Repurchase Agreement, each in accordance therewith; and (iii) will, until the Transactions are repurchased and such Buyer’s Commitment has terminated, maintain current and complete credit information on the Sellers and update, revise and review for itself the credit quality of the Sellers and their Subsidiaries and the Transactions and their documentation.

Buyer’s Acknowledgment. Each Buyer other than U.S. Bank and JPM hereby acknowledges that U.S. Bank has and JPM have made no representations or warranties with respect to any Purchased Loan other than as expressly set forth in this Agreement and that U.S. Bank and JPM shall have no responsibility (each in its capacity as a Buyer, the Administrative Agent, Syndication Agent or any other capacity or role) for: (a) the marketability or collectability of the Purchased Loans; (b) the genuineness, validity, likelihood of performance as and when due or enforceability of any Investor Commitment or the solvency or performance record of any Approved Investor; (c) the validity, enforceability or any legal effect of any of the Repurchase Documents, any Loan Papers or any insurance, bond or similar device purportedly protecting any obligation to the Buyers or any Purchased Loans; or (d) the financial condition of the Seller or any of its Subsidiaries or Affiliates, the status, health or viability of any industry in which any of them is involved, the prospects for repurchase of the Purchased Loans, the genuineness, validity or enforceability of any warehousing facility or repurchase agreement between the Seller and any other lender or repurchase agreement counterparty, the value of any Purchased Loans, the effectiveness of any of the provisions of the Repurchase Documents (including the financial covenants, tests and hedging requirements) or any aspect of their implementation or administration at any time to reduce or control risks of any type, to produce returns, profits, yields or spreads or to reduce or control losses or the accuracy of any information supplied by or to be supplied in connection with any of the Seller or any of its Restricted Subsidiaries or Affiliates, or otherwise with respect to this Agreement, any Purchased Loans or any source of equity or other financing for any of the Seller, any of its Affiliates or any other warehouse lender or repurchase agreement counterparty.

Buyer’s Acknowledgment. (a) Each Buyer other than U.S. Comerica Bank hereby acknowledges that U.S. Comerica Bank has made no representations or warranties with respect to any Purchased Loan other than as expressly set forth in this Agreement and that U.S. Comerica Bank shall have no responsibility (in its capacity as a Buyer, the Administrative Agent, or any other capacity or role) for: : (ai) the marketability or collectability of the Purchased Loans; ; (bii) the genuineness, validity, likelihood of performance as and when due or enforceability of any Investor Commitment or the solvency or performance record of any Approved Investor; ; (ciii) the validity, enforceability or any legal effect of any of the Repurchase Documents, any Loan Papers or any insurance, bond or similar device purportedly protecting any obligation to the Buyers or any Purchased Loans; or or (div) the financial condition of the Seller or any of its Subsidiaries or Affiliates, the status, health or viability of any industry in which any of them is involved, the prospects for repurchase of the Purchased Loans, the genuineness, validity or enforceability of any warehousing facility or repurchase agreement between the Seller and any other lender or repurchase agreement counterparty, the value of any Purchased Loans, the effectiveness of any of the provisions of the Repurchase Documents (including the financial covenants, tests and hedging requirements) or any aspect of their implementation or administration at any time to reduce or control risks of any type, to produce returns, profits, yields or spreads or to reduce or control losses or the accuracy of any information supplied by or to be supplied in connection with any of the Seller or any of its Restricted Subsidiaries or Affiliates, or otherwise with respect to this Agreement, any Purchased Loans or any source of equity or other financing for any of the Seller, any of its Affiliates or any other warehouse lender or repurchase agreement counterparty.or

Buyer’s Acknowledgment. (a) Each Buyer other than U.S. Comerica Bank hereby acknowledges that U.S. Comerica Bank has made no representations or warranties with respect to any Purchased Loan other than as expressly set forth in this Agreement and that U.S. Comerica Bank shall have no responsibility (in its capacity as a Buyer, the Administrative Agent, or any other capacity or role) for: (ai) the marketability or collectability collectibility of the Purchased Loans; (bii) the genuineness, validity, likelihood of performance as and when due or enforceability of any Investor Commitment or the solvency or performance record of any Approved Investor; (ciii) the validity, enforceability or any legal effect of any of the Repurchase Documents, any Loan Papers or any insurance, bond or similar device purportedly protecting any obligation to the Buyers or any Purchased Loans; or (div) the financial condition of the Seller or any of its Subsidiaries or Affiliates, the status, health or viability of any industry in which any of them is involved, the prospects for repurchase of the Purchased Loans, the genuineness, validity or enforceability of any warehousing facility or repurchase agreement between the Seller and any other lender or repurchase agreement counterparty, the value of any Purchased Loans, the effectiveness of any of the provisions of the Repurchase Documents (including the financial covenants, tests and hedging requirements) or any aspect of their implementation or administration at any time to reduce or control risks of any type, to produce returns, profits, yields or spreads or to reduce or control losses or the accuracy of any information supplied by or to be supplied in connection with any of the Seller or any of its Restricted Subsidiaries or Affiliates, or otherwise with respect to this Agreement, any Purchased Loans or any source of equity or other financing for any of the Seller, any of its Affiliates or any other warehouse lender or repurchase agreement counterparty. (b) Each Buyer acknowledges that it has, independently of Agent and each other Buyer and based on the financial statements of Borrower and such other documents, information and investigations as it has deemed appropriate, made its own credit decision to extend credit hereunder from time to time. Each Buyer also acknowledges that it will, independently of Agent and each other Buyer and based on such other documents, information and investigations as it shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under this Agreement, any Repurchase Document or any other document executed pursuant hereto.

Buyer’s Acknowledgment. (a) Each Buyer other than U.S. Bank JPMorgan Chase hereby acknowledges that U.S. Bank JPMorgan Chase has made no representations or warranties with respect to any Purchased Loan other than as expressly set forth in this Agreement and that U.S. Bank JPMorgan Chase shall have no responsibility (in its capacity as a Buyer, the Administrative Agent, or any other capacity or role) for: : (ai) the marketability or collectability of the Purchased Loans; ; (bii) the genuineness, validity, likelihood of performance as and when due or enforceability of any Investor Commitment or the solvency or performance record of any Approved Investor; ; (ciii) the validity, enforceability or any legal effect of any of the Repurchase Transaction Documents, any Loan Papers Documents or any insurance, bond or similar device purportedly protecting any obligation to the Buyers or any Purchased Loans; or or (div) the financial condition of the Seller or any of its Subsidiaries or Affiliates, the status, health or viability of any industry in which any of them is involved, the prospects for repurchase of the Purchased Loans, the genuineness, validity or enforceability of any warehousing facility or repurchase agreement between the Seller and any other lender or repurchase agreement counterparty, the value of any Purchased Loans, the effectiveness of any of the provisions of the Repurchase Transaction Documents (including the financial covenants, tests and hedging requirements) or any aspect of their implementation or administration at any time to reduce or control risks of any type, to produce returns, profits, yields or spreads or to reduce or control losses or the accuracy of any (b) Each Buyer acknowledges that it has, independently of Agent and each other Buyer and based on the financial statements of Seller and such other documents, information and investigations as it has deemed appropriate, made its own credit decision to extend credit hereunder from time to time. Each Buyer also acknowledges that it will, independently of Agent and each other Buyer and based on such other documents, information and investigations as it shall deem appropriate at any information supplied by time, continue to make its own credit decisions as to exercising or not exercising from time to be supplied in connection with time any of the Seller or any of its Restricted Subsidiaries or Affiliates, or otherwise with respect rights and privileges available to it under this Agreement, any Purchased Loans or any source of equity or other financing for any of the Seller, any of its Affiliates Transaction Document or any other warehouse lender or repurchase agreement counterpartydocument executed pursuant hereto. 22.

Buyer’s Acknowledgment. (a) Each Buyer other than U.S. Comerica Bank hereby acknowledges that U.S. Comerica Bank has made no representations or warranties with respect to any Purchased Loan other than as expressly set forth in this Agreement and that U.S. Comerica Bank shall have no responsibility (in its capacity as a Buyer, the Administrative Agent, or any other capacity or role) for: : (ai) the marketability or collectability of the Purchased Loans; ; (bii) the genuineness, validity, likelihood of performance as and when due or enforceability of any Investor Commitment or the solvency or performance record of any Approved Investor; ; (ciii) the validity, enforceability or any legal effect of any of the Repurchase Documents, any Loan Papers or any insurance, bond or similar device purportedly protecting any obligation to the Buyers or any Purchased Loans; or or (div) the financial condition of the Seller or any of its Subsidiaries or Affiliates, the status, health or viability of any industry in which any of them is involved, the prospects for repurchase of the Purchased Loans, the genuineness, validity or enforceability of any warehousing facility or repurchase agreement between the Seller and any other lender or repurchase agreement counterparty, the value of any Purchased Loans, the effectiveness of any of the provisions of the Repurchase Documents (including the financial covenants, tests and hedging requirements) or any aspect of their implementation or administration at any time to reduce or control risks of any type, to produce returns, profits, yields or spreads or to reduce or control losses or the accuracy of any information supplied by or to be supplied in connection with any of the Seller or any of its Restricted Subsidiaries or Affiliates, or otherwise with respect to this Agreement, any Purchased Loans or any source of equity or other financing for any of the Seller, any of its Affiliates or any other warehouse lender or repurchase agreement counterparty. (b) Each Buyer acknowledges that it has, independently of Agent and each other Buyer and based on the financial statements of Seller and such other documents, information and investigations as it has deemed appropriate, made its own credit decision to extend credit hereunder from time to time. Each Buyer also acknowledges that it will, independently of Agent and each other Buyer and based on such other documents, information and investigations as it shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under this Agreement, any Repurchase Document or any other document executed pursuant hereto. 22.

Buyer’s Acknowledgment. (a) Each Buyer other than U.S. Comerica Bank hereby acknowledges that U.S. Comerica Bank has made no representations or warranties with respect to any Purchased Loan other than as expressly set forth in this Agreement and that U.S. Comerica Bank shall have no responsibility (in its capacity as a Buyer, the Administrative Agent, or any other capacity or role) for: (ai) the marketability or collectability of the Purchased Loans; (bii) the genuineness, validity, likelihood of performance as and when due or enforceability of any Investor Commitment or the solvency or performance record of any Approved Investor; (ciii) the validity, enforceability or any legal effect of any of the Repurchase Documents, any Loan Papers or any insurance, bond or similar device purportedly protecting any obligation to the Buyers or any Purchased Loans; or (div) the financial condition of the Seller or any of its Subsidiaries or Affiliates, the status, health or viability of any industry in which any of them is involved, the prospects for repurchase of the Purchased Loans, the genuineness, validity or enforceability of any warehousing facility or repurchase agreement between the Seller and any other lender or repurchase agreement counterparty, the value of any Purchased Loans, the effectiveness of any of the provisions of the Repurchase Documents (including the financial covenants, tests and hedging requirements) or any aspect of their implementation or administration at any time to reduce or control risks of any type, to produce returns, profits, yields or spreads or to reduce or control losses or the accuracy of any information supplied by or to be supplied in connection with any of the Seller or any of its Restricted Subsidiaries or Affiliates, or otherwise with respect to this Agreement, any Purchased Loans or any source of equity or other financing for any of the Seller, any of its Affiliates or any other warehouse lender or repurchase agreement counterparty. (b) Each Buyer acknowledges that it has, independently of Agent and each other Buyer and based on the financial statements of Seller and such other documents, information and investigations as it has deemed appropriate, made its own credit decision to extend credit hereunder from time to time. Each Buyer also acknowledges that it will, independently of Agent and each other Buyer and based on such other documents, information and investigations as it shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under this Agreement, any Repurchase Document or any other document executed pursuant hereto.

Buyer’s Acknowledgment. (a) Each Buyer other than U.S. Bank JPMorgan Chase hereby acknowledges that U.S. Bank JPMorgan Chase has made no representations or warranties with respect to any Purchased Loan other than as expressly set forth in this Agreement and that U.S. Bank JPMorgan Chase shall have no responsibility (in its capacity as a Buyer, the Administrative Agent, or any other capacity or role) for: : (ai) the marketability or collectability of the Purchased Loans; ; (bii) the genuineness, validity, likelihood of performance as and when due or enforceability of any Investor Commitment or the solvency or performance record of any Approved Investor; ; (ciii) the validity, enforceability or any legal effect of any of the Repurchase Transaction Documents, any Loan Papers Documents or any insurance, bond or similar device purportedly protecting any obligation to the Buyers or any Purchased Loans; or or (div) the financial condition of the Seller or any of its Subsidiaries or Affiliates, the status, health or viability of any industry in which any of them is involved, the prospects for repurchase of the Purchased Loans, the genuineness, validity or enforceability of any warehousing facility or repurchase agreement between the Seller and any other lender or repurchase agreement counterparty, the value of any Purchased Loans, the effectiveness of any of the provisions of the Repurchase Transaction Documents (including the financial covenants, tests and (b) Each Buyer acknowledges that it has, independently of Agent and hedging requirements) or any aspect each other Buyer and based on the financial statements of their implementation or administration Seller and such other documents, information and investigations as it has deemed appropriate, made its own credit decision to extend credit hereunder from time to time. Each Buyer also acknowledges that it will, independently of Agent and each other Buyer and based on such other documents, information and investigations as it shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to reduce or control risks of time any type, rights and privileges available to produce returns, profits, yields or spreads or to reduce or control losses or the accuracy of any information supplied by or to be supplied in connection with any of the Seller or any of its Restricted Subsidiaries or Affiliates, or otherwise with respect to it under this Agreement, any Purchased Loans or any source of equity or other financing for any of the Seller, any of its Affiliates Transaction Document or any other warehouse lender or repurchase agreement counterpartydocument executed pursuant hereto. 22.