Purchaser Due Diligence. a) Prior to applicable Sale Date hereunder, the Purchaser, including its third-party auditors and regulatory officials with regulatory authority over the Purchaser, shall have the right, during the Seller’s normal business hours and upon reasonable advance written notice to the Seller, to examine, audit and review any and all books, records, documentation or other information of the Seller concerning the applicable Mortgage Loans or applicable Servicing Rights related to such Sale Date, whether electronic or otherwise and whether held by the Seller or another party other than any such books, records, documentation or other information that the Seller is restricted from disclosing by applicable law or regulation; provided, that, any such inspection and audit shall not unreasonably interfere with Seller’s business activities. In connection with any such examination, audit or review, the Seller shall provide the Purchaser or its agents or designees with reasonable access to its facilities, employees, servicing and origination systems and other computer and technology systems and shall cooperate in good faith in responding to any reasonable inquiries. b) Prior to the Sale Date, unless otherwise prohibited by law or regulation, the Seller will respond to reasonable inquiries from the Purchaser regarding the Seller’s compliance with, and ability to perform its obligations under, the provisions of this Agreement, including without limitation reasonable inquiries regarding the Seller’s qualifications, expertise, capacity and staffing levels, training programs, work quality and workload balance, reputation (including complaints), information security, document custody practices, business continuity and financial viability. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, any due diligence review conducted by Purchaser shall not relieve Seller of its representations, warranties and/or covenants set forth in this Agreement or any related remedies under the Agreement.
Appears in 2 contracts
Sources: Agreement for the Bulk Purchase and Sale of Mortgage Servicing Rights (New York Community Bancorp, Inc.), Bulk Purchase and Sale of Mortgage Servicing Rights (Mr. Cooper Group Inc.)