Common use of Purchased Loans Clause in Contracts

Purchased Loans. The Seller acknowledges that the Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans and the manner in which they were originated, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that, unless an Event of Default has occurred and has not been waived (in which case no notice is required), upon reasonable (but no less than [***]) prior notice to the Seller, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Files in the possession or under the control of the Seller and/or the Custodian; provided, that prior to the occurrence of an Event of Default hereunder, Buyer shall be entitled to conduct an on-site due diligence review no more than one (1) time per calendar year, or such additional times with the consent of Seller, in each case, at the expense of the Seller. The Seller also shall make available to the Buyer 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, the Seller acknowledges that the Buyer may make Transactions to the Seller based solely upon the information provided by the Seller to the Buyer in the Mortgage Loan Data File 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 Loans relating to such Transaction, including without limitation ordering 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 Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The 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 Loans in the possession, or under the control, of the Seller.

Purchased Loans. The Seller acknowledges that the Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans and the manner in which they were originated, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that, unless an Event of a Default has occurred and has not been waived (in which case no notice is required), upon reasonable (but but, prior to a Default or Event of Default, no less than [***]three (3) Business Days’) prior notice to the Seller, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Files in the possession or under the control of the Seller and/or the Custodian; provided, that prior to the occurrence of an Event of Default hereunder, Buyer shall be entitled to conduct an on-site due diligence review no more than one (1) time per calendar year, or such additional times with the consent of Seller, in each case, at the expense of the Seller. The Seller also shall make available to the Buyer 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, the Seller acknowledges that the Buyer may make Transactions to the Seller based solely upon the information provided by the Seller to the Buyer in the Mortgage Loan Data File 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 Loans relating to such Transaction, including without limitation ordering 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 Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The 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 Loans in the possession, or under the control, of the Seller.

Purchased Loans. The Seller acknowledges that With respect to each Purchased Loan: (a) such Purchased Loan was solicited, originated and has been serviced and administered in material compliance with all applicable requirements of applicable Law, and there was no fraud on the Buyer has the right part of Seller, any of its employees or agents or, to perform continuing due diligence reviews Seller’s knowledge, any other person, with respect to the origination of any Purchased Loans Loan; (b) each note evidencing a Purchased Loan and any related security instrument (including, without limitation, any guaranty or similar instrument) constitutes a valid and legally binding obligation of each borrower, other obligor and guarantor thereunder enforceable in accordance with its terms, subject to the manner Enforceability Exceptions; (c) the collateral for each secured Purchased Loan is (i) the collateral described in which they were originatedthe related Loan Documents, for purposes of verifying compliance and (ii) subject to a valid, enforceable and perfected lien with the representationspriority reflected in the Loan Documents; (d) such Purchased Loan was made in accordance with Seller’s standard underwriting and documentation guidelines as in effect at the time of its origination and has been serviced and administered substantially in accordance with the Loan Documents and Seller’s standard loan servicing procedures as in effect from time to time; (e) except as set forth on Schedule 1.7, warranties Seller is and specifications made hereunderat Closing will be the sole owner of each Purchased Loan, or otherwisefree and clear of any Encumbrance, and such Purchased Loan was made or acquired by Seller in the ordinary course of business; (f) such Purchased Loan is not presently serviced by third parties, and there is no obligation, agreement or understanding whatsoever that could result in such Purchased Loan becoming subject to any such third party servicing; (g) there has been no modification to or waiver of the terms of the applicable Loan Documents except as reflected in writing in the loan file for such Purchased Loan, and Seller agrees that, unless an Event of Default has occurred and has not been waived taken or failed to take any action that would entitle any borrower, other obligor or guarantor under such Purchased Loan to assert successfully any claim against Seller or Purchaser (in which case no notice is required), upon reasonable (but no less than [***]) prior notice to the Seller, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Files in the possession or under the control of the Seller and/or the Custodian; provided, that prior to the occurrence of an Event of Default hereunder, Buyer shall be entitled to conduct an on-site due diligence review no more than one (1) time per calendar year, or such additional times with the consent of Seller, in each case, at the expense of the Seller. The Seller also shall make available to the Buyer 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, the Seller acknowledges that the Buyer may make Transactions to the Seller based solely upon the information provided by the Seller to the Buyer in the Mortgage Loan Data File 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 Loans relating to such Transaction, including without limitation ordering new credit reports and new appraisals any right not to repay any such obligation or any part thereof); (h) no borrower, other obligor or guarantor has been released from liability on the related Mortgaged Properties Purchased Loan except as set forth in the Loan Documents; (i) there is no pending, or to Seller’s knowledge, threatened litigation or claims which may affect the title or interest of Seller or any borrower, other obligor or guarantor in and otherwise re-generating the information used to originate such Mortgage Loan. The Buyer may underwrite such Purchased Loans itself Loan, and there are no pending or, to Seller’s knowledge, threatened foreclosures, total or engage a mutually agreed upon third party underwriter partial condemnation or repossession proceedings or insurance claims with respect to perform such underwriting. The Seller agrees to cooperate with the Buyer and Purchased Loan; (j) no approval, consent, authorization or action of, any third party underwriter borrower, other obligor or guarantor is required in connection with the transfer of such underwritingPurchased Loan; (k) Seller has taken no action, includingor failed to take any action, but not limited towhich would result in a valid claim or valid defense (including the defense of usury) to the enforcement of such Purchased Loan or a valid right of setoff or rescission, providing and no claim or defense (including the Buyer and any third party underwriter defense of usury) to the enforcement of such Purchased Loan or a valid right of setoff or rescission has been asserted with access to any and all documents, records, agreements, instruments or information relating respect to such Purchased Loans Loan; and (l) the information and descriptions concerning the Purchased Loan contained in the possession, or under the control, of the Sellerany previously provided due diligence materials are true and correct.

Purchased Loans. (a) Each Purchased Loan constitutes a legal, valid and binding obligation of the respective borrower(s) or obligor(s), enforceable, to the Knowledge of Seller, by the holder thereof in accordance with its terms subject, as to enforcement, to the Enforceability Exceptions. Each Purchased Loan is evidenced by legal, valid and binding instruments executed by the respective borrower(s) or obligor(s). (b) Each Purchased Loan is assignable to Purchaser, together with all collateral security therefor, without the consent of the respective borrower(s) or obligor(s). No Purchased Loan is subject to a participation, syndication or securitization. (c) Each Purchased Loan was originated by Seller or a Subsidiary of Seller: (1) in the ordinary course of business and consistent with Seller’s policies and procedures for Loan origination and servicing in place at the time such Purchased Loan was made in all material respects and (2) in accordance with applicable Law, in all material respects. To the extent any Purchased Loan is secured, such Purchased Loan is secured by a valid, perfected and enforceable Lien on the secured property described in the applicable security agreement. (d) The Seller acknowledges that Purchased Loan Schedule sets forth a list of each of the Buyer Purchased Loans, as of the date of such Schedule, including, for each Purchased Loan, the outstanding principal balance (including Accrued Interest and Fees) and maturity date. Each Purchased Loan has been serviced and administered in all material respects in accordance with (1) applicable Law; (2) Seller’s loan servicing and operating procedures as in effect from time to time; and (3) the right respective Contract governing each Purchased Loan. (e) Immediately following the sale of each Purchased Loan, Purchaser will own such Purchased Loan free and clear of any Liens other than any Lien created by virtue of Purchaser’s purchase of such Purchased Loans. (f) None of the rights or remedies under the documentation relating to perform continuing due diligence reviews the Purchased Loans has been amended, modified, waived, subordinated or otherwise altered by Seller, except as evidenced by a written instrument which is a part of the file with respect to the Purchased Loans. (g) Except as set forth in this Section 5.12, Seller does not make any representation or warranty of any kind relating to the Purchased Loans and the manner in which they were originated, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that, unless an Event of Default has occurred and has shall not been waived (in which case no notice is required), upon reasonable (but no less than [***]) prior notice to the Seller, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Files in the possession or under the control of the Seller and/or the Custodian; provided, that prior to the occurrence of an Event of Default hereunder, Buyer shall be entitled to conduct an on-site due diligence review no more than one responsible for: (1) time per calendar yearany representation, warranty or such additional times with the consent of Seller, statement made by an obligor or other party in each case, at the expense of the Seller. The Seller also shall make available to the Buyer 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, the Seller acknowledges that the Buyer may make Transactions to the Seller based solely upon the information provided by the Seller to the Buyer in the Mortgage Loan Data File 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 Loans relating to such Transaction, including without limitation ordering 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 Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to cooperate with the Buyer and any third party underwriter in connection with such underwritingany Purchased Loan, including(2) the financial condition or creditworthiness of any primary or secondary obligor under any Purchased Loan or any guarantor or surety or other obligor thereof, but not limited to(3) the performance by the obligor or compliance with any of the terms or provisions of any of the documents, providing the Buyer instruments and any third party underwriter with access agreements relating to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possessionLoan, or under the control, (4) inspecting any of the Sellerproperty, books or records of any obligor.

Purchased Loans. The Seller acknowledges that the Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans and the manner in which they the were originated, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that, unless an Event of a Default has occurred and has not been waived (in which case no notice is required), upon reasonable (but no less than [***]one (1) Business Day’s) prior notice to the Seller, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Files in the possession or under the control of the Seller and/or the Custodian; provided, that prior to the occurrence of an Event of Default hereunder, Buyer shall be entitled to conduct an on-site due diligence review no more than one (1) time per calendar year, or such additional times with the consent of Seller, in each case, at the expense of the Seller. The Seller also shall make available to the Buyer 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, the Seller acknowledges that the Buyer may make Transactions to the Seller based solely upon the information provided by the Seller to the Buyer in the Mortgage Loan Data File 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 Loans relating to such Transaction, including without limitation ordering 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 Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The 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 Loans in the possession, or under the control, of the Seller.

Purchased Loans. The Seller acknowledges that With respect to each Purchased Loan: (a) such Purchased Loan was solicited and originated and has been serviced and administered in material compliance with all applicable requirements of applicable Law, and there was no fraud on the Buyer has the right part of Seller, any of its employees or agents or, to perform continuing due diligence reviews Seller’s knowledge, any other person, with respect to the origination of any Purchased Loans and the manner in which they were originated, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, Loan; (b) each Loan Document evidencing or otherwise, and the Seller agrees that, unless an Event of Default has occurred and has not been waived (in which case no notice is required), upon reasonable (but no less than [***]) prior notice to the Seller, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Files in the possession or under the control of the Seller and/or the Custodian; provided, that prior to the occurrence of an Event of Default hereunder, Buyer shall be entitled to conduct an on-site due diligence review no more than one (1) time per calendar year, or such additional times with the consent of Seller, in each case, at the expense of the Seller. The Seller also shall make available to the Buyer 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, the Seller acknowledges that the Buyer may make Transactions to the Seller based solely upon the information provided by the Seller to the Buyer in the Mortgage Loan Data File 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 Loans relating to such Transaction, including without limitation ordering 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 Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The 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 Loans Loan and any related security instrument (including, without limitation, any guaranty or similar instrument) constitutes a valid and legally binding obligation of each borrower, other obligor, guarantor, or other party thereunder enforceable in accordance with its terms, subject to the Enforceability Exceptions; (c) the collateral for each secured Purchased Loan is (i) the collateral described in the possessionrelated Loan Documents, and (ii) subject to a valid, enforceable and perfected lien with the priority reflected in the Loan Documents; (d) such Purchased Loan was made in accordance with Seller’s standard underwriting and documentation guidelines as in effect at the time of its origination and has been serviced and administered substantially in accordance with the Loan Documents and Seller’s standard loan servicing procedures as in effect from time to time; (e) except as set forth on Schedule 4.15(e), Seller is and at Closing will be the sole owner of each Purchased Loan, free and clear of any Encumbrance, and such Purchased Loan was made or acquired by Seller in the ordinary course of business; (f) except as set forth on Schedule 4.15(f), such Purchased Loan is not presently serviced by third parties, and there is no obligation, agreement or understanding whatsoever that could result in such Purchased Loan becoming subject to any such third party servicing; (g) there has been no modification or amendment to or waiver of the terms of the applicable Loan Documents except as reflected in writing in the Loan Documents for such Purchased Loan, and Seller has not taken or failed to take any action that would entitle any borrower, other obligor or guarantor under such Purchased Loan to assert successfully any claim against Seller or Purchaser (including without limitation any right not to repay any such obligation or any part thereof); (h) no borrower, other obligor or guarantor has been released from liability on the Purchased Loan except as set forth in the Loan Documents; (i) there is no pending or, to Seller’s knowledge, threatened litigation or claims which may affect the title or interest of Seller or any borrower, other obligor or guarantor in and to such Purchased Loan, and there are no pending or, to Seller’s knowledge, threatened foreclosures, total or partial condemnation or repossession proceedings or insurance claims with respect to such Purchased Loan; (j) except as set forth on Schedule 4.15(j), no approval, consent, authorization or action of any borrower, other obligor or guarantor, or under any other third party, is required in connection with the controltransfer of such Purchased Loan, except for consents with respect to which the failure to obtain could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (k) Seller has taken no action, and has not failed to take any action, which action or failure to act would result in a valid claim or valid defense (including the defense of usury) to the enforcement of such Purchased Loan or a valid right of setoff or rescission, and no claim or defense (including the defense of usury) to the enforcement of such Purchased Loan or a valid right of setoff or rescission has been asserted against Seller with respect to such Purchased Loan; (l) to Seller’s knowledge, and except with respect to the criticized and classified loans included in the Purchased Loans, as of the Sellerdate of this Agreement, there are no facts, circumstances or conditions with respect to such Purchased Loan, the collateral therefor or the credit standing of any borrower, other obligor or guarantor that could reasonably be expected to cause such Purchased Loan to become delinquent or adversely affect the collectability, the value or the marketability of such Purchased Loan or the remedies available against the collateral therefor in the event of any default; and (m) the information and descriptions concerning the Purchased Loan contained in any previously provided due diligence materials are true and correct.

Purchased Loans. The Seller acknowledges that the Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans and the manner in which they were originated, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that, unless an Event of a Default has occurred and has not been waived (in which case no notice is required), upon reasonable (but no less than [***]three (3) Business Days’) prior notice to the Seller, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Files in the possession or under the control of the Seller and/or the Custodian; provided, that prior to the occurrence of an Event of Default hereunder, Buyer shall be entitled to conduct an on-site due diligence review no more than one (1) time per calendar year, or such additional times with the consent of Seller, in each case, at the expense of the Seller. The Seller also shall make available to the Buyer 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, the Seller acknowledges that the Buyer may make Transactions to the Seller based solely upon the information provided by the Seller to the Buyer in the Mortgage Loan Data File 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 Loans relating to such Transaction, including without limitation ordering 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 Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The 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 Loans in the possession, or under the control, of the Seller.

Purchased Loans. The (a) Seller acknowledges that owns the Buyer Purchased Loans (other than the Loan Documents) and, with respect to the Loan Documents for the Purchased Loans, is a party to and enjoys the right to the benefits of all such Loan Documents. Seller has good and marketable title to the Purchased Loans free and clear of all Encumbrances, except for Permitted Encumbrances. Subject to receipt of the Third Party Consents, Seller has the right to perform continuing due diligence reviews sell, assign, transfer, convey and deliver the Purchased Loans to Purchaser at the Closing. (b) Each Evidence of Debt relating to a Purchased Loan to which a Borrower is a party is the legal, valid and binding obligation of such Borrower, enforceable in accordance with its terms, subject to Enforceability Limitations. To the Knowledge of Sellers, the Borrowers to each of the Purchased Loans had the legal capacity to enter into the related Evidence of Debt and to execute and deliver such Evidence of Debt, and such Evidence of Debt has been duly and properly executed by such Borrowers. (c) Except as set forth on Section 5.07(c) of the Seller Disclosure Schedule or for instances of non-compliance, omissions or inconsistencies of the type and in the quantities in all material respects as set forth in the OPUS Loan File Review Report as extrapolated to the entire portfolio of Purchased Loans based on the statistical sampling methodology described in the KPMG Report, the portfolio of Purchased Loans, taken as a whole, have been, to the Knowledge of Sellers, originated in compliance in all material respects with all applicable Laws and have been serviced and collected in compliance in all material respects with (i) the Evidences of Debt, as they may be amended by or reflected on the CML Servicing Systems or, for the Purchased Loans that are serviced on a third party system of a Collection Agent or Bankruptcy Servicer, on the Attorney Ledgers maintained with respect to such Purchased Loans and (ii) all applicable Laws. (d) Except for instances of non-compliance, omissions or inconsistencies of the type and in the quantities in all material respects as set forth in the OPUS Loan File Review Report as extrapolated to the entire portfolio of Loans based on the statistical sampling methodology described in the KPMG Report, the servicing and collection practices used by Seller with respect to the Purchased Loans have been consistent in all material respects with its customary servicing practices used for similar personal homeowner loans and the manner in which they were originated, for purposes personal unsecured loans of verifying compliance with the representations, warranties and specifications made hereunder, Seller. (e) Seller Representative has delivered to Purchaser on or otherwise, and the Seller agrees that, unless an Event of Default has occurred and has not been waived (in which case no notice is required), upon reasonable (but no less than [***]) prior notice to the Seller, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Files in the possession or under the control of the Seller and/or the Custodian; provided, that prior to the occurrence date hereof a true and complete copy of an Event of Default hereunder, Buyer shall be entitled the OPUS Loan File Review Report and the KPMG Report relating to conduct an onthe Loan Documents contained in the Loan Files for the Purchased Loans. (f) Except as set forth on the Cut-site due diligence review no more than one Off Date Data Tape or the Closing Date Data Tape (1) time per calendar year, or such additional times with the consent of Seller, in each case, at subject to reconciliation with any Attorney Ledger maintained with respect to the expense Purchased Loans), as applicable, or Section 5.07(f) of the Seller Disclosure Schedule, Seller has not received any written notice that the Borrower under any Purchased Loan is a debtor in any state or federal bankruptcy or insolvency proceeding. (g) No Borrower under a Purchased PHL Loan is subject to a pending foreclosure proceeding initiated by any Seller. The . (h) Except as set forth on Section 5.07(h) of the Seller also shall make available Disclosure Schedule, to the Buyer Knowledge of Sellers, no Evidence of Debt relating to a knowledgeable financial Purchased Loan has been satisfied, cancelled or accounting officer for rescinded and no Borrower has been released from liability under the purpose Evidence of answering questions respecting Debt, nor has any instrument been executed by Seller that would result in any such release, satisfaction, cancellation or rescission. (i) Except as set forth on the Mortgage Files and the Mortgage Loans. Without limiting the generality Cut-Off Date Data Tape, Section 5.07(j)(i) or Section 5.07(i) of the foregoingSeller Disclosure Schedule, the Seller acknowledges that terms of the Buyer may make Transactions Evidence of Debt relating to the Seller based solely upon the information provided by the Seller to the Buyer in the Mortgage Loan Data File 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 Loans relating to such Transactionhave not been impaired, including without limitation ordering new credit reports waived, altered or modified in any material respect, other than modifications in the ordinary course of business consistent with the applicable Seller’s customary servicing practices. (j) Section 5.07(j)(i) of the Seller Disclosure Schedule sets forth a true, correct and new appraisals complete list in all material respects of all Ordinary Course Proceedings (other than bankruptcy proceedings set forth on the related Mortgaged Properties and otherwise reCut-generating Off Date Data Tape or the information used Closing Date Data Tape (in each case, subject to originate such Mortgage Loan. The Buyer may underwrite such reconciliation with any Attorney Ledger maintained with respect to the Purchased Loans itself Loans) or engage a mutually agreed upon third party underwriter to perform such underwriting. The 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 Loans in the possession, or under the control, Section 5.07(f) of the SellerSeller Disclosure Schedule) pending as of the date hereof. Section 5.07(j)(ii) of the Seller Disclosure Schedule sets forth a true, correct and complete list of all Class Action Proceedings pending as of the date hereof.

Purchased Loans. The Seller acknowledges Sellers acknowledge that the Buyer has Buyers or the Agent on behalf of the Buyers shall have the right to perform continuing due diligence reviews with respect to the Purchased Loans and the manner in which they were originatedLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, hereunder or otherwise, and the Seller agrees that, unless an Event of Default has occurred and has not been waived (in which case no notice is required), Sellers agree that upon reasonable (but no less than [***]one (1) Business Day’s) prior notice to the SellerSellers or the Servicer, as the case may be, the Buyer Buyers or its the Agent or any of their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and Servicing Records and any and all documents, records, agreements, instruments or information relating to such Mortgage Files Purchased Loans in the possession or under the control of the Seller Sellers, the Servicer and/or the Custodian; provided, that prior to the occurrence of an Event of Default hereunder, Buyer shall be entitled to conduct an on-site due diligence review no more than one (1) time per calendar year, or such additional times with the consent of Seller, in each case, at the expense of the Seller. The Seller Sellers also shall make available to the Buyer Buyers or the Agent, as applicable, a knowledgeable financial or accounting accounting, officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Purchased Loans. Without limiting the generality of the foregoing, the Seller acknowledges Sellers acknowledge that the Buyer Buyers (and the Agent acting on behalf of the Buyers) may make enter into Transactions to the Seller based solely upon the information provided by the Seller to the Buyer Sellers in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that the BuyerBuyers, or the Agent on behalf of the Buyers, 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 Loans relating to such TransactionLoans, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Purchased Loan. The Buyer Buyers may underwrite such Purchased Loans itself or engage a mutually agreed upon third party underwriter (including the Agent) to perform such underwriting. The Seller agrees Sellers agree to cooperate with the Buyer Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer Buyers and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of the any Seller.