Common use of Due Diligence by the Purchaser Clause in Contracts

Due Diligence by the Purchaser. Review of Credit File. Prior to the Closing Date, Countrywide shall make available to the Purchaser the Credit File for each Preliminary Mortgage Loan in the related Preliminary Mortgage Loan Package and shall accommodate reasonable requests by the Purchaser to provide personnel and documents as necessary to facilitate the review. The Purchaser shall have the right to review the Credit File for each such Preliminary Mortgage Loan, at Countrywide's offices or such other location agreed upon by the Purchaser and Countrywide, for the purpose of determining whether each Preliminary Mortgage Loan conforms in all material respects to the applicable terms contained in the Transaction Documents, which determination shall be made in the Purchaser's reasonable and good faith discretion. In the event that the Purchaser rejects any Preliminary Mortgage Loan based on such review, Countrywide shall have the opportunity, at the discretion of the Purchaser, to substitute replacement Preliminary Mortgage Loans satisfying the requirements set forth above, and the Purchaser shall have the right to review any such replacement Preliminary Mortgage Loan(s) in the manner contemplated above. Such examination may be made by the Purchaser or its designee, at its expense, at any reasonable time before the Closing Date. Such underwriting by the Purchaser or its designee shall not impair or diminish the rights of the Purchaser or any of its successors under this Agreement with respect to a breach of the representations and warranties contained in this Agreement. The fact that the Purchaser or its designee has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser's or any of its successors' rights to demand repurchase or other relief or remedy provided for in this Agreement.

Due Diligence by the Purchaser. Review of Credit File. Prior to the Closing Date, Countrywide shall make available to the Purchaser the Credit File for each Preliminary Mortgage Loan in the related Preliminary Mortgage Loan Package and shall accommodate reasonable requests by the Purchaser to provide personnel and documents as necessary to facilitate the review. The Purchaser shall have the right to review the Credit File for each such Preliminary Mortgage Loan, at Countrywide's ’s offices or such other location agreed upon by the Purchaser and Countrywide, for the purpose of determining whether each Preliminary Mortgage Loan conforms in all material respects to the applicable terms contained in the Transaction Documents, which determination shall be made in the Purchaser's ’s reasonable and good faith discretion. In the event that the Purchaser rejects any Preliminary Mortgage Loan based on such review, Countrywide shall have the opportunity, at the discretion of the Purchaser, to substitute replacement Preliminary Mortgage Loans satisfying the requirements set forth above, and the Purchaser shall have the right to review any such replacement Preliminary Mortgage Loan(s) in the manner contemplated above. Such examination may be made by the Purchaser or its designee, at its expense, at any reasonable time before the Closing Date. Such underwriting by the Purchaser or its designee shall not impair or diminish the rights of the Purchaser or any of its successors under this Agreement with respect to a breach of the representations and warranties contained in this Agreement. The fact that the Purchaser or its designee has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser's ’s or any of its successors' ’ rights to demand repurchase or other relief or remedy provided for in this Agreement.

Due Diligence by the Purchaser. Review of Credit File and Mortgage File. Prior At least 15 days prior to the Closing Date, Countrywide Indymac shall make available to the Purchaser the Credit File and the Mortgage File for each Preliminary Mortgage Loan in the related Preliminary Mortgage Loan Package and shall accommodate reasonable requests by the Purchaser to provide personnel and documents as necessary to facilitate the review. The Purchaser shall have the right to review the Credit File and the Mortgage File for each such Preliminary Mortgage Loan, at Countrywide's Indymac’s offices or such other location agreed upon by the Purchaser and CountrywideIndymac, for the purpose of determining whether each Preliminary Mortgage Loan conforms in all material respects to the applicable terms contained in the Transaction Documents, which determination shall be made in the Purchaser's reasonable and good faith ’s sole discretion; provided, further, that the Purchaser, in its sole discretion, has the right to reject any Preliminary Mortgage Loan if the original Mortgage Note for such Preliminary Mortgage Loan is lost. In the event that the Purchaser rejects any Preliminary Mortgage Loan based on such review, Countrywide Indymac shall have the opportunity, at the discretion of the Purchaser, to substitute replacement Preliminary Mortgage Loans satisfying the requirements set forth above, and the Purchaser shall have the right to review any such replacement Preliminary Mortgage Loan(s) in the manner contemplated above. Such examination may be made by the Purchaser or its designee, at its expense, at any reasonable time before the Closing Date. Such underwriting by the Purchaser or its designee shall not impair or diminish the rights of the Purchaser or any of its successors under this Agreement with respect to a breach of the representations and warranties contained in this Agreement, provided that the Purchaser and Indymac shall notify the other upon discovery of any breach of the representations and warranties contained in this Agreement. The fact that the Purchaser or its designee has conducted or has failed to conduct any partial or complete examination of the Credit Files and the Mortgage Files shall not affect the Purchaser's ’s or any of its successors' ’ rights to demand repurchase or other relief or remedy provided for in this Agreement, subject to the notification requirement of Section 3.03.

Due Diligence by the Purchaser. Review of In addition to the rights granted to the Purchaser under the related Purchase Confirmation to underwrite the Mortgage Loans and review the Credit File. Prior Files prior to the Closing Date, Countrywide shall prior to the related Closing Date, Countrywide, shall, at the Purchaser's option (a) deliver to the Custodian in escrow, for examination with respect to each Mortgage Loan to be purchased on such Closing Date, the related Credit File, including the Assignment of Mortgage, pertaining to each Mortgage Loan, or (b) make the related Credit File available to the Purchaser the Credit File for each Preliminary Mortgage Loan in the related Preliminary Mortgage Loan Package and shall accommodate reasonable requests by the Purchaser to provide personnel and documents as necessary to facilitate the review. The Purchaser shall have the right to review the Credit File for each such Preliminary Mortgage Loan, examination at Countrywide's offices or such other location as shall otherwise be agreed upon by the Purchaser and Countrywide, for . Such examination may be made by the purpose of determining whether each Preliminary Mortgage Loan conforms in all material respects Purchaser or its designee at any reasonable time prior to the applicable related Closing Date. If the Purchaser makes such examination prior to the related Closing Date and reasonably identifies any Mortgage Loans that do not conform to the terms contained in of the Transaction Documentsrelated Purchase Confirmation or the Underwriting Guidelines, which determination shall be made in such Mortgage Loans may, at the Purchaser's reasonable and good faith discretion. In option, be rejected for purchase by the Purchaser; provided, however, that in the event that the Purchaser rejects any Preliminary Mortgage Loan based on such reviewpursuant to this sentence, Countrywide shall have the opportunityright, at the discretion of the Purchaserin its sole discretion, to substitute replacement Preliminary Mortgage Loans satisfying the requirements set forth aboveLoans, and the Purchaser shall have the right to review any such replacement Preliminary Mortgage Loan(s) in the manner contemplated above. Such examination may be made If not purchased by the Purchaser, such Mortgage Loans shall be deleted from the related Mortgage Loan Schedule. The Purchaser shall use its reasonable best efforts to conduct its due diligence, and to convey the results thereof to Countrywide, within the time and in the manner necessary to permit Countrywide to rebut or its designeecure any Mortgage Loan or to substitute replacement Mortgage Loans as permitted herein. The Purchaser may, at its expenseoption and without notice to Countrywide, at purchase all or part of any reasonable time before the Closing Date. Such underwriting by the Purchaser Mortgage Loan Package without conducting any partial or its designee shall not impair or diminish the rights of the Purchaser or any of its successors under this Agreement with respect to a breach of the representations and warranties contained in this Agreementcomplete examination. The fact that the Purchaser or its designee has conducted or has failed determined not to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser's (or any of its successors' ') rights to demand repurchase or other relief or remedy provided for in this Agreement. Without limiting the generality of the foregoing, in the event that the Purchaser rejects Preliminary Mortgage Loans (i) comprising more than ten percent (10%) of the related Preliminary Mortgage Loan Package (as measured by unpaid principal balance), or (ii) for reasons other than as permitted under this Agreement or the Trade Confirmation, the parties shall mutually agree to re-price such Mortgage Loan Package.

Due Diligence by the Purchaser. (a) Review of Credit File. Prior to the Closing Date, Countrywide shall make available to the Purchaser the Credit File for each Preliminary Mortgage Loan in the related Preliminary Mortgage Loan Package and shall accommodate reasonable requests by the Purchaser to provide personnel and documents as necessary to facilitate the reviewPackage. The Purchaser shall have the right to review the Credit File for each such Preliminary Mortgage Loan, at Countrywide's offices or such other location agreed upon by the Purchaser and Countrywide, for the purpose of determining whether each Preliminary Mortgage Loan conforms in all material respects to the applicable terms contained in the Transaction Documents, which determination shall be made in the Purchaser's reasonable and good faith discretion. In the event that the Purchaser rejects any Preliminary Mortgage Loan based on such review, Countrywide shall have the opportunityright, at the discretion of the Purchaserin its sole discretion, to substitute replacement Preliminary Mortgage Loans satisfying the requirements set forth above, and the Purchaser shall have the right to review any such replacement Preliminary Mortgage Loan(s) in the manner contemplated above. Such examination may be made by The Purchaser shall use reasonable efforts to conduct its due diligence, and to convey the Purchaser results thereof to Countrywide, within the time and in the manner necessary to permit Countrywide to rebut or its designee, at its expense, at cure any reasonable time before the Closing Date. Such underwriting by the Purchaser Preliminary Mortgage Loan or its designee shall not impair or diminish the rights of the Purchaser or any of its successors under this Agreement with respect to a breach of the representations and warranties contained in this Agreementsubstitute replacement Preliminary Mortgage Loans as permitted herein. The fact that the Purchaser or its designee has conducted or has failed determined not to conduct any partial or complete examination of the Mortgage Credit Files shall not affect the right of the Purchaser's , or any of its successors' rights successor thereto, to demand repurchase or other relief or remedy as provided for in this Agreement.

Due Diligence by the Purchaser. (a) Review of Credit File. Prior to the Closing Date, Countrywide shall make available to the Purchaser the Credit File for each Preliminary Mortgage Loan in the related Preliminary Mortgage Loan Package and shall accommodate reasonable requests by the Purchaser to provide personnel and documents as necessary to facilitate the reviewPackage. The Purchaser shall have the right to review the Credit File for each such Preliminary Mortgage Loan, at Countrywide's offices or such other location agreed upon by the Purchaser and Countrywide, for the purpose of determining whether each Preliminary Mortgage Loan conforms in all material respects to the applicable terms contained in the Transaction Documents, which determination shall be made in the Purchaser's reasonable and good faith discretion. In the event that the Purchaser rejects any Preliminary Mortgage Loan based on such review, Countrywide shall have the opportunityright, at the discretion of the Purchaserin its sole discretion, to substitute replacement Preliminary Mortgage Loans satisfying the requirements set forth above, and the Purchaser shall have the right to review any such replacement Preliminary Mortgage Loan(s) in the manner contemplated above. Such examination may be made by the The Purchaser or shall use its designee, at its expense, at any reasonable time before the Closing Date. Such underwriting by the Purchaser or its designee shall not impair or diminish the rights of the Purchaser or any of its successors under this Agreement with respect to a breach of the representations and warranties contained in this Agreement. The fact that the Purchaser or its designee has conducted or has failed best efforts to conduct its due diligence, and to convey the results thereof to Countrywide, within the time and in the manner necessary to permit Countrywide to rebut or cure any partial Preliminary Mortgage Loan or complete examination of the to substitute replacement Preliminary Mortgage Files shall not affect the Purchaser's or any of its successors' rights to demand repurchase or other relief or remedy provided for in this AgreementLoans as permitted herein.

Due Diligence by the Purchaser. (a) Review of Credit File. Prior to the Closing Date, Countrywide shall make available to the Purchaser the Credit File for each Preliminary Mortgage Loan in the related Preliminary Mortgage Loan Package and shall accommodate reasonable requests by the Purchaser to provide personnel and documents as necessary to facilitate the reviewPackage. The Purchaser shall have the right to review the Credit File for each such Preliminary Mortgage Loan, at Countrywide's ’s offices or such other location agreed upon by the Purchaser and Countrywide, for the purpose of determining whether each Preliminary Mortgage Loan conforms in all material respects to the applicable terms contained in the Transaction DocumentsDocuments and Countrywide’s applicable underwriting guidelines then in effect, which determination shall be made in the Purchaser's ’s reasonable and good faith discretion. In the event that the Purchaser rejects any Preliminary Mortgage Loan based on such review, Countrywide shall have the opportunityright, at the discretion of the Purchaserin its sole discretion, to substitute replacement Preliminary Mortgage Loans satisfying the requirements set forth above, and the Purchaser shall have the right to review any such replacement Preliminary Mortgage Loan(s) in the manner contemplated above. Such examination may be made by The Purchaser shall use its reasonable best efforts to conduct its due diligence, and to convey the results thereof to Countrywide, within the time and in the manner necessary to permit Countrywide to rebut or cure any Preliminary Mortgage Loan or to substitute replacement Preliminary Mortgage Loans as permitted herein. The Purchaser or its designeemay, at its expenseoption and without notice to Countrywide, at purchase all or part of any reasonable time before the Closing Date. Such underwriting by the Purchaser Mortgage Loan Package without conducting any partial or its designee shall not impair or diminish the rights of the Purchaser or any of its successors under this Agreement with respect to a breach of the representations and warranties contained in this Agreementcomplete examination. The fact that the Purchaser or its designee has conducted or has failed determined not to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser's ’s (or any of its successors' ’) rights to demand repurchase or other relief or remedy provided for in this Agreement.

Due Diligence by the Purchaser. Review of Credit File. Prior to the Closing Date, Countrywide shall make available to the Purchaser the Credit File for each Preliminary Mortgage Loan in the related Preliminary Mortgage Loan Package and shall accommodate reasonable requests by the Purchaser to provide personnel and documents as necessary to facilitate the reviewPackage. The Purchaser shall have the right to review the Credit File for each such Preliminary Mortgage Loan, at Countrywide's ’s offices or such other location agreed upon by the Purchaser and Countrywide, for the purpose of determining whether each Preliminary Mortgage Loan conforms in all material respects to the applicable terms contained in the Transaction Documents, which determination shall be made in the Purchaser's ’s reasonable and good faith discretion. In the event that the Purchaser rejects any Preliminary Mortgage Loan based on such review, Countrywide shall have the opportunityright, at the discretion of the Purchaserin its sole discretion, to substitute replacement Preliminary Mortgage Loans satisfying the requirements set forth above, and the Purchaser shall have the right to review any such replacement Preliminary Mortgage Loan(s) in the manner contemplated above. Such examination may be made by the The Purchaser or shall use its designee, at its expense, at any reasonable time before the Closing Date. Such underwriting by the Purchaser or its designee shall not impair or diminish the rights of the Purchaser or any of its successors under this Agreement with respect to a breach of the representations and warranties contained in this Agreement. The fact that the Purchaser or its designee has conducted or has failed best efforts to conduct its due diligence, and to convey the results thereof to Countrywide, within the time and in the manner necessary to permit Countrywide to rebut or cure any partial Preliminary Mortgage Loan or complete examination of the to substitute replacement Preliminary Mortgage Files shall not affect the Purchaser's or any of its successors' rights to demand repurchase or other relief or remedy provided for in this AgreementLoans as permitted herein.