EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW. 3.1 Seller shall (i) deliver to Purchaser on or before the Closing Date a diskette acceptable to Purchaser that contains such information about the Mortgage Loans as may be reasonably requested by Purchaser, (ii) deliver to Purchaser on or before the Closing Date investor files (collectively the “Collateral Information”) with respect to the Mortgage Loans proposed to be included in the Issuing Entity and made available at Purchaser’s headquarters in New York, and (iii) otherwise cooperate fully with Purchaser in its examination of the credit files, underwriting documentation and Mortgage Files for the Mortgage Loans and its due diligence review of the Mortgage Loans. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the credit files, underwriting documentation or Mortgage Files for the Mortgage Loans shall not affect the right of Purchaser or the Trustee to cause Seller to cure any Material Defect, or to repurchase or replace the defective Mortgage Loans pursuant to Section 5 hereof.
EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW. The Mortgage Loan Seller shall reasonably cooperate with any examination of the Mortgage Files and Servicing Files that may be undertaken by or on behalf of the Purchaser. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Files and/or Servicing Files shall not affect the Purchaser’s right to pursue any remedy available in equity or at law under Section 6 for a breach of the Mortgage Loan Seller’s representations, warranties and covenants set forth in or contemplated by Section 4.
EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW. The Seller shall (i) deliver to the Purchaser on or before the Closing Date a diskette acceptable to the Purchaser that contains such information about the Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to the Purchaser investor files (collectively the "Collateral Information") with respect to the assets proposed to be included in the Mortgage Pool and made available at the Purchaser's headquarters in New York, and (iii) otherwise cooperate fully with the Purchaser in its examination of the credit files, underwriting documentation and Mortgage Files for the Mortgage Loans and its due diligence review of the Mortgage Loans. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of the credit files, underwriting documentation or Mortgage Files for the Mortgage Loans shall not affect the right of the Purchaser or the Trustee to cause the Seller to cure any Material Document Defect or Material Breach (each as defined below), or to repurchase or replace the defective Mortgage Loans pursuant to Section 5 of this Agreement. On or prior to the Closing Date, the Seller shall allow representatives of any of the Purchaser, each Underwriter, the Initial Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine and audit all books, records and files pertaining to the Mortgage Loans, the Seller's underwriting procedures and the Seller's ability to perform or observe all of the terms, covenants and conditions of this Agreement. Such examinations and audits shall take place at one or more offices of the Seller during normal business hours and shall not be conducted in a manner that is disruptive to the Seller's normal business operations upon reasonable prior advance notice. In the course of such examinations and audits, the Seller will make available to such representatives of any of the Purchaser, each Underwriter, the Initial Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably adequate facilities, as well as the assistance of a sufficient number of knowledgeable and responsible individuals who are familiar with the Mortgage Loans and the terms of this Agreement, and the Seller shall cooperate fully with any such examination and audit in all material respects. On or prior to the Closing Date, the Seller shall provide the Purchaser with all material information regarding the Seller's financial condition and access to knowledgeable financial or acc...
EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW. The Seller shall reasonably cooperate with an examination of the Mortgage Files and Servicing Files for the Mortgage Loans that may be undertaken by or on behalf of the Purchaser. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of such Mortgage Files and/or Servicing Files shall not affect the Purchaser's (or any other specified beneficiary's) right to pursue any remedy available hereunder for a breach of the Seller's representations and warranties set forth in Section 4, subject to the terms and conditions of Section 4(c).
EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW. 3.1 Seller shall (i) deliver to Purchaser on or before the Closing Date a diskette acceptable to Purchaser that contains such information about the Mortgage Loans as may be reasonably requested by Purchaser, (ii) deliver to Purchaser investor files (collectively the "Collateral Information") with respect to the assets proposed to be included in the Mortgage Pool and made available at Purchaser's headquarters in New York, and (iii) otherwise cooperate fully with Purchaser in its examination of the credit files, underwriting documentation and Mortgage Files for the Mortgage Loans and its due diligence review of the Mortgage Loans. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the credit files, underwriting documentation or Mortgage Files for the Mortgage Loans shall not affect the right of Purchaser or Trustee to cause Seller to cure any Material Document Defect or Material Breach (each as defined below), or to repurchase or replace the defective Mortgage Loans pursuant to Section 5 hereof.
EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW. 3.1 Seller shall (i) deliver to Purchaser on or before the Closing Date a diskette acceptable to Purchaser that contains such information about the Mortgage Loans as may be reasonably requested by Purchaser, (ii) deliver to Purchaser on or before the Closing Date investor files (collectively the “Collateral Information”) with respect to the assets proposed to be included in the Trust Fund and made available at Purchaser’s headquarters in New York, and
EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW. 3.1 Seller shall (i) deliver to Purchaser on or before the Closing Date a diskette acceptable to Purchaser that contains such information about the Mortgage Loans and the 000 00xx Xxxxxx XX Xxxxx X Note as may be reasonably requested by Purchaser, (ii) deliver to Purchaser on or before the Closing Date investor files (collectively the “Collateral Information“) with respect to the assets proposed to be included in the Trust Fund and made available at Purchaser’s headquarters in New York, and (iii) otherwise cooperate fully with Purchaser in its examination of the credit files, underwriting documentation and Mortgage Files for the Mortgage Loans and the 000 00xx Xxxxxx XX Xxxxx X Note and its due diligence review of the Mortgage Loans and the 000 00xx Xxxxxx XX Xxxxx X Note. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the credit files, underwriting documentation or Mortgage Files for the Mortgage Loans and the 000 00xx Xxxxxx XX Xxxxx X Note shall not affect the right of Purchaser or the Trustee to cause Seller to cure any Material Document Defect or Material Breach (each as defined below), or to repurchase or replace the defective Mortgage Loans (or a defective 000 00xx Xxxxxx XX Xxxxx X Note, as applicable) pursuant to Section 5 hereof.
EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW. (a) Each Representing Party shall (i) deliver to the Underwriters on or before the Closing Date a diskette acceptable to the Underwriter which contains such information about the Corporate Lease Loans or the USPS Loans, as applicable, as may be reasonably requested by the Underwriters, (ii) deliver to the Underwriters investor files (collectively the "Collateral Information") with respect to the assets proposed to be included in the Loan pool and made available at the Underwriters' headquarters, and (iii) otherwise cooperate fully with the Underwriters in their examination of the credit files, underwriting documentation and Mortgage Files for the Loans and its due diligence review of the Loans. The fact that the Underwriters have conducted or have failed to conduct any partial or complete examination of the credit files, underwriting documentation or Mortgage Files for the Loans shall not. affect the right of the Underwriters or the Trustee to require the applicable Representing Party to cure any material Document Defect or material breach, or to repurchase or replace the defective Loans pursuant to Section 3 of this Agreement.
EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW. On or before the Closing Date, the Seller shall either, as specified by the Depositor, deliver to the Depositor, or its designee, in escrow, or make available, or cause to be made available, for examination during normal business hours, all credit files, underwriting documentation and Mortgage Files relating to the Mortgage Loans. The fact that the Depositor has conducted or has failed to conduct any partial or complete examination of the credit files, underwriting documentation or Mortgage Files relating to the Mortgage Loans shall not affect the Depositor's, the Trustee's or
EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW. The Seller and the Master Servicer have delivered to the Depositor magnetic tapes acceptable to the Depositor which contain such information about the Mortgage Assets, the Underlying Loans and the Multifamily Properties and Nursing Facilities securing the Mortgage Loans and the Underlying Loans (such properties, the "Mortgaged Properties") as has been requested by the Depositor, and shall otherwise continue to cooperate fully with the Depositor in its examination of the credit files, underwriting documentation and Mortgage Files for the Mortgage Loans and its general due diligence review of the Mortgage Assets, the Seller and the Master Servicer. If the Depositor identifies any Mortgage Assets that, in its sole reasonable discretion, do not conform to its requirements, including, but not limited to, the Mortgage Loan document delivery requirements as are set forth in Section 2.01 of the Pooling and Servicing Agreement and are described in the Prospectus dated November 13, 1995 (the "Basic Prospectus") and the Prospectus Supplement dated November 15, 1995 (the "Prospectus Supplement"; together with the Basic Prospectus, the "Prospectus") that describe the Class X-0, Xxxxx X-0, Class A-3, Class X-0, Class A-X-1, Class A-X-2, Class A-X-3 and Class A-X-4 Certificates (collectively, the "Publicly Offered Certificates") and are used in connection with a public offering thereof, or for any other reason decides, in its sole reasonable discretion, to exclude any Mortgage Asset from this transaction, then the Depositor shall inform the Seller of the reasons for the exclusion of any Mortgage Asset from this transaction, and such Mortgage Asset shall be deleted from the Mortgage Asset Schedule. The Depositor may, at its option and without notice to the Seller, accept all or part of the Mortgage Assets without conducting any partial or complete examination. The fact that the Depositor has conducted or has failed to conduct any partial or complete examination of the Mortgage Files for the Mortgage Loans or other general due diligence review of the Mortgage Assets, the Seller or the Master Servicer shall not in any manner impair or otherwise adversely affect the Depositor's, the Trustee's and/or the Certificateholders' rights and remedies hereunder or under the Pooling and Servicing Agreement or otherwise at law or in equity. On or prior to the Closing Date, the Seller and the Master Servicer shall allow representatives of the Depositor and CS First Boston Corporation (t...
