ANY RELEASE OF THE SELLER OR ANY SUCH
OTHER PERSON OR ANY SUCH COLLATERAL SECURITY, GUARANTEE OR RIGHT OF OFFSET,
SHALL NOT RELIEVE SELLER OF ANY LIABILITY HEREUNDER, AND SHALL NOT IMPAIR OR
AFFECT THE RIGHTS AND REMEDIES, WHETHER EXPRESS, IMPLIED OR AVAILABLE AS A
MATTER OF LAW, OF THE AGENT OR ANY BUYER AGAINST SELLER.
(E)
ANYTHING HEREIN OR IN ANY OTHER REPURCHASE
DOCUMENT TO THE CONTRARY NOTWITHSTANDING, THE MAXIMUM LIABILITY OF ANY SELLER
HEREUNDER IN RESPECT OF THE LIABILITIES OF THE OTHER SELLERS UNDER THIS
AGREEMENT AND THE OTHER REPURCHASE DOCUMENTS SHALL IN NO EVENT EXCEED THE AMOUNT
WHICH CAN BE GUARANTEED BY THE SELLER UNDER APPLICABLE FEDERAL AND STATE LAWS
RELATING TO THE INSOLVENCY OF DEBTORS.
SECTION 13.11
PERIODIC DUE DILIGENCE REVIEW.
EACH
SELLER ACKNOWLEDGES THAT THE AGENT HAS THE RIGHT TO PERFORM CONTINUING DUE
DILIGENCE REVIEWS WITH RESPECT TO THE PURCHASED ASSETS, FOR PURPOSES OF
VERIFYING COMPLIANCE WITH THE REPRESENTATIONS, WARRANTIES AND SPECIFICATIONS
MADE HEREUNDER, OR OTHERWISE, AND THE SELLER AGREES THAT UPON REASONABLE (BUT NO
LESS THAN THREE (3) BUSINESS DAY'S) PRIOR NOTICE UNLESS AN EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, IN WHICH CASE NO NOTICE IS REQUIRED, TO
ANY SELLER, THE AGENT OR ITS AUTHORIZED REPRESENTATIVES WILL BE PERMITTED DURING
NORMAL BUSINESS HOURS TO EXAMINE, INSPECT, AND MAKE COPIES AND EXTRACTS OF, THE
MORTGAGE ASSET FILES AND ANY AND ALL DOCUMENTS, RECORDS, AGREEMENTS, INSTRUMENTS
OR INFORMATION RELATING TO SUCH PURCHASED ASSETS IN THE POSSESSION OR UNDER THE
CONTROL OF ANY SELLER AND/OR THE CUSTODIAN.
EACH SELLER ALSO SHALL MAKE
AVAILABLE TO THE AGENT A KNOWLEDGEABLE FINANCIAL OR ACCOUNTING OFFICER FOR THE
PURPOSE OF ANSWERING QUESTIONS RESPECTING THE MORTGAGE ASSET FILES AND THE
PURCHASED ASSETS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH SELLER
ACKNOWLEDGES THAT THE BUYERS MAY PURCHASE MORTGAGE ASSETS FROM THE SELLER BASED
SOLELY UPON THE INFORMATION PROVIDED BY SELLER TO THE AGENT IN THE UNDERWRITING
PACKAGE AND, WITH RESPECT TO WET MORTGAGE ASSETS, THE TRANSACTION REQUEST
PACKAGE AND THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN, AND
THAT THE AGENT, 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 ASSETS PURCHASED
IN A 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 PURCHASED ASSET.
THE AGENT MAY
UNDERWRITE SUCH PURCHASED ASSETS ITSELF OR ENGAGE A MUTUALLY AGREED UPON THIRD
PARTY UNDERWRITER TO PERFORM SUCH UNDERWRITING.
EACH SELLER AGREES TO COOPERATE
WITH THE AGENT AND ANY THIRD PARTY UNDERWRITER IN CONNECTION WITH SUCH
UNDERWRITING, INCLUDING, BUT NOT LIMITED TO, PROVIDING THE AGENT AND ANY THIRD
PARTY UNDERWRITER WITH REASONABLE ACCESS TO ANY AND ALL DOCUMENTS, RECORDS,
AGREEMENTS, INSTRUMENTS OR INFORMATION RELATING TO SUCH PURCHASED ASSETS IN THE
POSSESSION, OR UNDER THE CONTROL, OF THE SELLER.
THE SELLERS SHALL PAY ALL
OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING FEES AND EXPENSES OF COUNSEL, IF
ANY) INCURRED BY THE AGENT IN CONNECTION