EACH SELLER HEREBY IRREVOCABLY ASSIGNS TO THE
BUYER, AND THE BUYER'S SUCCESSORS AND ASSIGNS, ALL RIGHT, TITLE AND INTEREST, IF
ANY, OF SUCH SELLER IN, TO AND UNDER, AND THE BENEFITS OF, EACH SERVICING
AGREEMENT. ANY SUCCESSOR OR ASSIGNEE OF A SERVICER SHALL BE APPROVED IN WRITING
BY THE BUYER AND SHALL ACKNOWLEDGE AND AGREE TO A SERVICER NOTICE PRIOR TO SUCH
SUCCESSOR'S ASSUMPTION OF SERVICING OBLIGATIONS WITH RESPECT TO THE PURCHASED
LOANS.
(D)
AFTER THE PURCHASE DATE FOR ANY PURCHASED LOAN, UNTIL SUCH PURCHASED LOAN
IS REPURCHASED BY THE APPLICABLE SELLER AND POSSESSION THEREOF IS RELINQUISHED
BY THE CUSTODIAN, NO SELLER OR SERVICER WILL HAVE ANY RIGHT TO MODIFY OR ALTER
THE TERMS OF SUCH PURCHASED LOAN WITHOUT NOTICE TO THE BUYER AND NO SELLER WILL
HAVE ANY OBLIGATION OR RIGHT TO REPOSSESS SUCH PURCHASED LOAN OR SUBSTITUTE
ANOTHER PURCHASED LOAN, EXCEPT AS PROVIDED IN THE CUSTODIAL AGREEMENT. EACH
SELLER ACKNOWLEDGES THAT AFTER THE TERMS OF A PURCHASED LOAN ARE MODIFIED OR
ALTERED, THE BUYER MAY REDUCE THE RECOGNIZED VALUE OF SUCH PURCHASED LOAN AS A
RESULT OF SUCH MODIFICATION.
(E)
IN THE EVENT THAT A SELLER OR AN AFFILIATE OF A SELLER IS SERVICING ANY
PURCHASED LOANS, THE BUYER SHALL BE PERMITTED FROM TIME TO TIME TO INSPECT THE
SERVICING FACILITIES OF SUCH SELLER OR ITS AFFILIATE, AS APPLICABLE, FOR THE
PURPOSE OF SATISFYING THE BUYER THAT SUCH SELLER OR ITS AFFILIATE, AS THE CASE
MAY BE, HAS THE ABILITY TO SERVICE THE PURCHASED LOANS AS REQUIRED UNDER THIS
REPURCHASE AGREEMENT.
(F)
UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT, THE BUYER MAY TERMINATE ANY
SERVICING AGREEMENT AND IN ANY EVENT TRANSFER SERVICING TO THE BUYER'S DESIGNEE,
AT NO COST OR EXPENSE TO THE BUYER, IT BEING AGREED THAT THE SELLERS WILL PAY
ANY AND ALL FEES REQUIRED TO TERMINATE THE SERVICING AGREEMENT AND TO EFFECTUATE
THE TRANSFER OF SERVICING TO THE DESIGNEE OF THE BUYER.
11.16
PERIODIC DUE DILIGENCE REVIEW. EACH SELLER
ACKNOWLEDGES THAT THE BUYER HAS THE RIGHT TO PERFORM CONTINUING DUE DILIGENCE
REVIEWS WITH RESPECT TO THE PURCHASED LOANS (INCLUDING A REVIEW OF THE MORTGAGE
LOAN DOCUMENTS AND SUCH OTHER DOCUMENTS, RECORDS, AGREEMENTS, INSTRUMENTS,
MORTGAGED PROPERTIES OR INFORMATION RELATING TO THE PURCHASED LOANS AS THE BUYER
IN ITS SOLE DISCRETION DEEMS APPROPRIATE TO REVIEW) AND THE MANNER IN WHICH THEY
WERE ORIGINATED, FOR PURPOSES OF VERIFYING COMPLIANCE WITH THE REPRESENTATIONS,
WARRANTIES AND SPECIFICATIONS MADE HEREUNDER, OR OTHERWISE, AND EACH SELLER
AGREES THAT, UNLESS A DEFAULT HAS OCCURRED (IN WHICH CASE NO NOTICE IS
REQUIRED), UPON REASONABLE (BUT NO LESS THAN ONE (1) BUSINESS DAY'S) PRIOR
NOTICE TO THE SELLERS, 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 PURCHASED LOANS, INCLUDING, WITHOUT
LIMITATION, ANY RELATED INTERNAL CREDIT ANALYSES, IN THE POSSESSION OR UNDER THE
CONTROL OF THE SELLERS AND/OR, PURSUANT TO THE CUSTODIAL AGREEMENT, THE
CUSTODIAN.