16.In the last sentence of the first paragraph, the disclosure states that the mortgage loan seller is not required to provide any documents with information “that is proprietary to the related originator or mortgage loan seller.” Additionally, in the second to last paragraph, it states “the asset representations reviewer will not be permitted to review any information other than (i) the Review Materials posted in the secure data room, or (ii) Unsolicited Information.” Please discuss both of these limitations in terms of an asset representations reviewer’s ability to perform its duties in determining noncompliance. See Instruction I.B.1.(b)(B) of Form SF-3. We have revised the prospectus to clarify the scope of materials the asset representations reviewer may review in the third paragraph under The Asset Representations Reviewer—Asset Review—Asset Review”.
17.Please reconcile the last paragraph of the disclosure that states “the asset representations reviewer will not be permitted to review any information other than (i) the Review Materials posted in the secure data room, or (ii) Unsolicited Information” with the following from the PSA under section 12.01: “The Asset Representations Reviewer shall not be required to review any information other than (x) the Review Materials or (y) if applicable, Unsolicited Information.” We have revised the prospectus so that the disclosure is consistent with the applicable language in Section 12.01 of the PSA.
The Asset Representations Reviewer will only be required to perform the Tests described in this Exhibit QQ, and will not be obligated to perform additional procedures on any Delinquent Loan, even if a different set of procedures or Review Materials could produce a different outcome. Notwithstanding the required Tests, the Asset Representations Reviewer will not be required to review any information other than (1) Review Materials specified in the related Test and (2) if applicable, Unsolicited Information. The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited Information relevant to the Tests subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information, the Asset Representations Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred to in the applicable Test(s) procedure when making a determination as to whether there is a Test pass.