Common use of Due Diligence Clause in Contracts

Due Diligence. Seller acknowledges that Buyer 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 Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. (a) Seller acknowledges that Buyer has covenants and agrees to all of the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform continuing such 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 Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control review of Seller, Primary Servicer the Seller Subsidiary and any the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other servicer or sub servicer and/or Intellectual Property of Seller and the CustodianSeller Subsidiary. Seller agrees shall promptly provide to reimburse Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assetsreason whatsoever, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred as determined by Buyer in connection Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with continuing due diligence on Eligible Assets or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Purchased AssetsBuyer may terminate this Agreement without payment of any damages or penalty.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect Subject to the Purchased Assetsprovisions of Section 7.1 below, for purposes Asset Seller hereby agrees to deliver to Asset Buyer within five (5) business days following the Effective Date which shall mean the date on which the last of verifying compliance with the representationsAsset Buyer, warranties and specifications made hereunder, or otherwise, and Asset Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer party signing this Agreement shall have signed or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing initialed this Agreement, as applicable (“Effective Date”), those due diligence on the Purchased Assets, which items (“Due Diligence Items”) reasonably requested by Asset Buyer or set forth herein. Asset Buyer shall be paid by Seller to Buyer within have thirty (30) calendar days after receipt of an invoice therefor(“Due Diligence Period”) from Asset Seller’s written indication to Asset Buyer that Asset Seller has delivered all (or substantially all available Due Diligence Items to review and to approve the Due Diligence Items and any other information or documentation it acquires, where Asset Seller will confirm to Asset Buyer that it has delivered all such information and materials in its possession or control for review. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased If Asset Files and the Purchased Assets. Without limiting the generality Buyer, in its sole discretion, does not approve any of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon Due Diligence Items or any of the information provided by Seller to Asset Buyer and pursuant to this section or any information or documentation it otherwise acquires at any time prior to the representationsexpiration of the Due Diligence Period, warranties and covenants contained herein, and that Asset Buyer, at its option, has the right may terminate this Agreement by written notice to Asset Seller delivered at any time to conduct a partial or complete due diligence review on some or all within 48 hours after the expiration of the Purchased AssetsDue Diligence Period, whereupon this Agreement shall become null and void and of no further force and effect, the Deposit (as defined below) shall be returned to the Asset Buyer and the parties hereto shall have no further obligation one to the other. However, in lieu of such immediate termination of this Agreement, Asset Buyer may underwrite at its option, notify Asset Seller in writing of those matters as to which it has concerns and extend the Due Diligence Period and Asset Buyer’s right to terminate this Agreement and to receive the return of the Deposit as to those items only shall be extended for a period of an additional fifteen (15) days in order to give the parties the opportunity to resolve such Purchased Assets itself or engage a third party underwriter concerns. Asset Buyer’s failure to perform such underwritingterminate this Agreement pursuant to this Section 1.4 shall not affect Asset Buyer’s right to require the satisfaction of all conditions to closing set forth in this Agreement. Seller agrees to cooperate with Asset Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Asset Seller shall reimburse also take all necessary steps following execution of this Agreement to obtain the transfer of the Liquor License or to obtain a new liquor license in favor of Asset Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetsnecessary to run the Business from the ALA (the “Liquor License”).

Due Diligence. Seller acknowledges that Buyer 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 Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer subservicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of out-of-pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased AssetsAssets during the term of this Agreement, which shall be paid by Seller to Buyer within thirty five (305) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. Each Seller Party acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Seller Parties, Settlement Agents, Approved Investors and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees Parties agree that upon reasonable prior notice to Sellerthe Seller Parties, unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the CustodianSeller Party. The Seller agrees Parties will use best efforts to reimburse Buyer for cause Third Party Transaction Parties to cooperate with any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which requests of Buyer. The Seller Parties shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of Seller. Each Seller Party further agrees that Seller it shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 16.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer subservicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Seller acknowledges that Buyer has the right to request, at Seller’s expense, an Appraisal for any Mortgaged Property securing a Purchased Loan that shall have been subject to a Credit Event. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, financial models, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. Seller acknowledges that Buyer has shall have, through the right to perform continuing last day of the due diligence reviews with respect to period, which shall be thirty (30) days from the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunderCommencement Date, or otherwisefive (5) days from the date Buyer receives an appraisal of the Premises and Phase I environmental report, whichever is later (but in no event later than forty-five (45) days from the Commencement Date), in which to examine, inspect and Seller agrees investigate the Premises and, in Buyer's sole and absolute judgment and discretion, to determine whether the Premises is acceptable to Buyer and to obtain all necessary internal approvals, (the "Due Diligence Period"). In the event the Buyer determines in its reasonable discretion that upon a Phase II environmental report is necessary to permit Buyer to complete Buyer's due diligence, the Due Diligence Period shall be extended for a reasonable prior period of time, not to exceed thirty (30) days, from the date the Buyer receives the Phase I environmental report. If Buyer, by written notice to Seller, waives its right to terminate this Agreement pursuant to this Paragraph prior to the last day of the Due Diligence Period, then the Due Diligence Period shall be deemed to have ended on the date such notice is received by Seller. Notwithstanding anything to the contrary in this Agreement, Buyer may terminate this Agreement by giving notice of termination to Seller (the, "Due Diligence Termination Notice") on or its authorized representatives will before the last day of the Due Diligence Period. If Buyer does not give the Due Diligence Termination Notice, this Agreement shall continue in full force and effect. If this Agreement terminates pursuant to this Paragraph, the First Deposit, other than the $5,000.00 identified as non-refundable, shall be permitted during normal business hours refunded to examine, inspectBuyer immediately, and make all further rights and obligations of the parties under this Agreement shall terminate. If this Agreement is not terminated pursuant to this Paragraph, Buyer shall have the obligation to immediately place in escrow the Second Deposit and the Deposit (i.e, First Deposit and Second Deposit) which shall then be deemed non-refundable absent Seller's breach. In the event that Buyer would not proceed with this Agreement, it shall furnish to Seller copies of all tests, surveys, reports and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodianinspections obtained by Buyer without cost. Seller agrees shall receive notice of the performance of any tests and inspections and have the right to reimburse be present. Buyer for any and all shall have reasonable out of pocket costs and expenses incurred by Buyer with respect access to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer Premises for the purpose of answering questions respecting the Purchased Asset Files conducting surveys, architectural, engineering, geotechnical and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer environmental inspections and the representations, warranties tests (including intrusive inspection and covenants contained hereinsampling), and that any other inspections, studies or tests reasonably required by Buyer, at its option, has the right at any time to conduct but in a partial or complete due diligence review on some or all manner not disruptive of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwritingongoing business. Seller agrees to shall cooperate with Buyer and enforce the provisions of existing tenants' leases, if necessary to facilitate Buyer's access and inspections. Buyer shall keep the Premises free and clear of any liens and will indemnify, defend and hold Seller harmless from all claims and liabilities asserted against Seller as a result of any such entry by Buyer, its agents, employees or representatives. If any inspection or tests disturbs the Premises, Buyer will restore the Premises to the same condition as existed prior to any such inspection or test. Buyer and its agents, employees and representatives shall have a continuing right of reasonable access to the Premises during the pendency of this Agreement for the purpose of examining and making copies of all books and records and other materials relating to the Premises in Seller's or its property manager's possession and Buyer shall have the right to conduct a "walk-through" of the Premises prior to Closing upon appropriate notice to tenants as permitted under the Leases. In the course of its investigations, Buyer may make inquiries to third party underwriter in connection with such underwritingparties, including, but not limited towithout limitation, providing Buyer tenants, lenders, contractors, property managers, parties to Service Contracts and any third party underwriter with access to any municipal, local and all documentsother government officials and representatives, records, agreements, instruments or information relating and Seller consents to such Purchased Assets inquiries, provided same are performed in a professional manner and does not disrupt any ongoing business. The obligations of the possession, or Buyer under this Paragraph shall survive the control, termination of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetsthis Agreement.

Due Diligence. Seller acknowledges that shall, within seven (7) business days after the Effective Date, make available to Buyer has true and correct copies of the documents, reports and other materials and information pertaining to the Assets, which are in Seller’s possession or control and set forth on the attached Exhibit I (the “Seller Materials”). Buyer and Buyer’s agents, consultants, contractors, engineers and other representatives shall thereafter have the right for fifteen (15) days after receipt of the Seller Materials (the “Due Diligence Period”) to perform continuing due diligence reviews with respect review the Seller Materials and to satisfy itself as to the Purchased Assetsfeasibility and acceptability of the Assets for the Buyer’s intended use and to enter onto each of the Properties to inspect and test the Properties and the other Assets including all buildings, for purposes of verifying compliance with improvements and equipment located thereon. In addition, the representations, warranties Seller shall permit Buyer and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will reasonable access, upon forty-eight hours advance notice, to all of Seller’s premises, books, records, financial records and key personnel relative to the Retail Business and the Assets and shall cause its key personnel to furnish Buyer with such financial, operating and other information regarding the Seller’s Retail Business, Assets, contracts, liabilities, employees and properties as Buyer may reasonably request. Buyer’s analysis, inspection and testing may include, but shall not be permitted during normal business hours limited to: soil analysis and borings, utility location availability, environmental testing and studies (including but not limited to examinePhase I and Phase II environmental site assessments), inspectperc testing, and make copies and extracts ofgeological testing, the Purchased Asset Filesfinancial analysis, Servicing Records analysis for SEC (as hereinafter defined) compliance and any and all documentsother tests, recordsstudies or analysis, agreementswhich Buyer, instruments in its sole discretion, deems appropriate (collectively, the “Property and Retail Business Studies and Analysis”). Buyer shall indemnify, hold harmless and defend Seller from and against all property damage, suits, actions, expenses, judgments, other damages and claims (including attorney and expert fees) resulting from Buyer’s Property and Retail Business Studies and Analysis. In the event Buyer makes borings or information relating causes any physical change to such Purchased the Properties as a result of the Property and Retail Business Studies and Analysis, Buyer shall return the Properties to their condition prior to the Property and Retail Business Studies and Analysis. In the event that the Buyer determines that the results of any analysis, inspection or testing of the Seller Materials and/or Assets or the Property and Retail Business Studies and Analysis are unacceptable (the “Inspection Defects”), in Buyer’s sole discretion, Buyer may, by written notice delivered to the possession Seller prior to the expiration of the Due Diligence Period, either (i) terminate this Agreement; or under (ii) waive as a condition to Buyer’s obligations hereunder all Inspection Defects. In the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred event that this Agreement is terminated by Buyer with respect pursuant to continuing due diligence on this Section 6, Buyer will deliver a copy of the Purchased Assets, which Property and Retail Business Studies and Analysis and return all Seller Materials to Seller and there shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial no further liability or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality obligation on any of the foregoing, parties hereto and this Agreement shall become null and void. The obligations of Seller acknowledges that and Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller this Section 6 shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetssurvive Closing.

Due Diligence. The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and the Seller, 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 or Buyer has a good faith belief that an Event of Default shall occur, in which case no notice is required, to the Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer the Seller and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from the Seller based solely upon the information provided by the Seller to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of the Seller. The Seller further agrees that the Seller shall reimburse Buyer for any and pay all attorneys’ fees, reasonable out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 26 (“Due Diligence Costs”).

Due Diligence. Seller acknowledges that Buyer 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 Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub sub-servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Upon a written demand therefor by Buyer to Seller, Seller further agrees that Seller shall promptly (but in no event later than ten (10) Business Days after such a demand) reimburse Buyer for any and all reasonable attorneys’ fees, costs and expenses of outside counsel reasonably incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. Seller acknowledges that Buyer Purchaser has the right to perform continuing due diligence reviews with respect to the Purchased Assets, the Seller, the Servicer and the Guarantor for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and . Seller agrees that that, upon reasonable request from Purchaser, Seller shall provide Purchaser will copies of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to the Purchased Assets and the Seller, the Servicer and the Guarantor in the possession or under the control of Seller, Guarantor and/or Servicer in order to allow Purchaser to complete any continuing due diligence referenced above. Furthermore, Seller agrees that, upon reasonable prior notice to Seller, Buyer Purchaser or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Guarantor, Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer Custodian (with respect to Custodian, subject to the terms of the Custodial Agreement); provided, that Seller shall only be required to grant Purchaser access to its facilities one (1) time in any twelve (12) month period unless (x) a Default or Event of default has occurred and is continuing due diligence on the Purchased Assetsor (y) Purchaser determines, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice thereforbased upon its commercially reasonable business judgment exercised in good faith, that Seller’s existence or business operations are in jeopardy. Seller also shall make available to Buyer Purchaser a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer Purchaser may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer Purchaser and the representations, warranties and covenants contained herein, and that BuyerPurchaser, 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. Buyer Purchaser may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer Purchaser and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer Purchaser and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller agrees to cause Servicer and Guarantor to comply with the terms and provisions of this Article 26. Seller further agrees that Seller shall reimburse Buyer Purchaser for any and all attorneys’ fees, costs and expenses incurred by Buyer Purchaser in connection with continuing due diligence on Eligible Assets and Purchased Assetsperformed under this Article 26 during the term of this Agreement, which amounts shall be paid by Seller to Purchaser within five (5) days after receipt of an invoice therefor.

Due Diligence. Each of Seller and Guarantor acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller Parties, the Guarantor, the Servicer, the Purchased Assets, Pledged Assets, Underlying Mortgage Loans subject to any Transaction and Underlying REO Property in connection with any Transaction or otherwise pledged hereunder, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each of Seller and Guarantor agrees that (a) upon reasonable prior notice to SellerSeller unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, of the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Assets, Pledged Assets, Underlying Mortgage Loans, Underlying REO Properties of the Seller (the “Due Diligence Documents”) in the possession or under the control of Seller, Primary Guarantor, Servicer and any other servicer or sub servicer and/or the Custodian. , or (b) upon request, Seller agrees to reimburse Buyer for any shall create and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller deliver to Buyer within thirty twenty (3020) calendar days after receipt of such request, an invoice thereforelectronic copy on CD or DVD, in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and Files, the Purchased Assets, the Pledged Assets, the Underlying REO Property and the Underlying Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that 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 Assets, Pledged Assets, Underlying Mortgage Loans subject to a Transaction or Underlying REO Properties pledged in connection with a Transaction, including, without limitation, ordering appraisals or BPOs, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan, performing compliance, legal, credit and servicing file reviews, as well as reviews of claim history and files with FHA, VA and USDA and verification of FHA Mortgage Insurance in place, VA Loan Guaranty Agreement in place and USDA Guaranty in place. Buyer may underwrite due diligence such Purchased Assets Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties itself or engage a mutually agreed upon third party underwriter due diligence firm to perform such underwritingdue diligence, subject to such third party due diligence firm executing the Buyer’s standard form of non-disclosure agreement. Seller agrees to cooperate with Buyer and any third party underwriter due diligence firm in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter due diligence firm with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties in the possession, or under the control, of SellerSeller provided, however, that unless an Event of Default has occurred and is continuing, such on-site visits and/or on-site examinations shall be limited to one (1) per calendar year. Seller further agrees that Seller shall reimburse Buyer for any and pay all attorneys’ fees, reasonable third-party out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 21 (“Due Diligence Costs”) in an amount not to exceed the Due Diligence Cap per calendar year; provided that the Due Diligence Cap shall not apply upon the occurrence and continuance of an Event of Default. In addition, the Buyer may perform corporate level due diligence on Eligible Assets the Seller and Purchased AssetsServicer, provided, however, that prior to the occurrence and continuation of an Event of Default the Seller shall not be required to pay for such corporate level due diligence more than once per annum (which due diligence shall also be subject to the Due Diligence Cap; provided that the Due Diligence Cap shall not apply upon the occurrence and continuance of an Event of Default).

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Seller and Servicer, including, without limitation, financial information, organization documents, business plans, purchase agreements and underwriting purchase models for each pool of Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that (a) upon reasonable prior notice to Seller, unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, of the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer Seller and/or the Custodian. , or (b) upon request, Seller agrees to reimburse Buyer for any shall create and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller deliver to Buyer within thirty (30) calendar days after receipt [***] of such request, an invoice thereforelectronic copy via email to [***], in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Purchased Assets from Seller and enter into additional Transactions with Seller respect to the Mortgage Loans based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties with respect to the Mortgage Loans and otherwise regenerating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and pay all attorneys’ fees, outofpocket costs and expenses incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 19. Buyer may, based on such due diligence on Eligible Assets diligence, require to change contractual terms and Purchased Assetsadd protections it deems, in its absolute discretion, necessary to protect its rights in the Mortgage Loans.

Due Diligence. Seller acknowledges that Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to perform continuing due diligence reviews terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and Property at all reasonable out of pocket costs times and expenses incurred by Buyer shall cooperate with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time ’s efforts to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwritinginspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer hold Seller harmless from and any third party underwriter with access to against any and all documentsclaims, recordsinjuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, agreementshowever, instruments Buyer’s indemnity obligations shall not extend to any claims, injuries or information damages resulting from or relating to such Purchased Assets in (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the possessionProperty that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or under before 11:59 p.m. Eastern time on the controllast day of the Due Diligence Period, of Seller. Seller further agrees that Seller shall reimburse if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the Xxxxxxx Money to Buyer, and all attorneys’ fees, costs and expenses incurred by Buyer neither party shall have any further obligations or liability under this Agreement except as expressly provided in connection with continuing due diligence on Eligible Assets and Purchased Assetsthis Agreement.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing conducted sufficient due diligence reviews with respect to the Purchased Assetstransactions contemplated by this Agreement and the Ancillary Agreements, for purposes of verifying compliance with its own staff as well as with the representationsuse of sophisticated outside counsel and experts, warranties in order to evaluate the associated benefits and specifications made hereunder, or otherwiseinherent risks, and enters into this Agreement and the Ancillary Agreements on an arm’s length basis. Buyer believes in good faith that it is capable of satisfying its obligations under this Agreement and the other agreements, instruments and documents contemplated by this Agreement or the Ancillary Agreements, and is capable of consummating these transactions. Seller agrees that has provided Buyer with such access to the personnel, properties, premises and, to Buyer’s Knowledge, the records of Seller as Buyer has requested, subject only to the express limitations set forth in Section 5.3, and in conducting its due diligence with such assistance and cooperation of Seller, Buyer has made its best efforts in making all appropriate, prudent and commercially reasonable inquiries (and follow-up inquiries) of Seller’s personnel, properties, premises and records, again subject only to the express limitations set forth in Section 5.3. In negotiating and entering into this Agreement and agreeing to consummate the transactions contemplated by this Agreement, Buyer has relied solely upon reasonable prior notice its own investigation and the express representations and warranties of Seller set forth in Article 3 or in any Ancillary Agreement, and neither Seller nor any of its officers, directors, shareholders, employees, Affiliates, agents or other Representatives has made any representation or warranty as to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid this Agreement, the Ancillary Agreements or the Projects, except as expressly set forth in this Agreement or in any Ancillary Agreement. To the fullest extent permitted by Law, neither Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at nor any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller ’s officers, directors, shareholders, employees, Affiliates, Affiliated Interests, agents or other Representatives shall reimburse have any liability to Buyer for any and all attorneys’ feesinformation made available to, costs and expenses incurred by or statements made to, Buyer (or any of Buyer’s agents, officers, directors, employees, Affiliates or other Representatives), other than the express obligation of Seller to indemnify the Buyer Group following the Closing to the extent set forth in connection with continuing due diligence on Eligible Assets and Purchased AssetsArticle 9.

Due Diligence. Seller acknowledges that Buyer has will have until the right earlier of the Closing Date or expiration of the 20th day after delivery of the signed Agreement (the "Review Period"), to perform continuing conduct all of its inspections and due diligence reviews with respect and satisfy itself regarding title to the Purchased AssetsProperty, and to inspect the Property. Buyer agrees to indemnify and hold harmless for purposes any loss or damage to the Property or persons caused by Buyer or its agents arising out of verifying compliance such physical inspections of the Property. BUYER EXPRESSLY ACKNOWLEDGES THAT THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" BASIS, AND SUCH PROVISION SHALL SURVIVE CLOSING. Buyer may cancel this agreement for ANY REASON in its sole discretion by delivering a cancellation notice by certified mail, return receipt requested, or by personal delivery to Seller and escrow holder before the expiration of the Review Period. If this Agreement is not canceled as set forth herein, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section or Section 16, except for any title insurance and/or escrow cancellation fees of the escrowee which will be paid by the Buyer, and any liabilities under sections 6, 15(a)(iii), and 16(b) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the representationsProperty or this transaction, warranties and specifications made regardless of any alleged conduct by Seller or anyone else. Unless Seller shall be in default of any obligation hereunder, or otherwisethis Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives irrevocably will be permitted during normal business hours deemed to examine, inspect, have canceled this Agreement and make copies relinquish all rights in and extracts of, to the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the CustodianProperty. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files If this Agreement is not canceled and the Purchased Assets. Without limiting the generality of the foregoingSecond Payment is made when required, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer Buyer's conditions and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetscontingencies will be deemed satisfied.

Due Diligence. Each Seller acknowledges that Buyer 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 each Seller agrees that upon reasonable prior notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, Primary Servicer and any other servicer or sub servicer subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out of out-of-pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased AssetsAssets during the term of this Agreement, which shall be paid by such Seller to Buyer within thirty five (305) calendar days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Each Seller further agrees that such Seller shall reimburse Buyer for any and all reasonable attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. Seller acknowledges that Buyer Xxxxx has the right to perform continuing due diligence reviews with respect to the Purchased Assets, Seller Parties, Servicer (to the extent related to the services performed under the Servicing Agreement) and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), as deemed appropriate by Buyer in its good faith discretion, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller Xxxxxx agrees that upon reasonable prior notice to SellerSeller Parties or Servicer, as applicable, unless an Event of Default shall have occurred and be continuing, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours at reasonable times to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Sellerany Seller Party or Servicer; provided however, Primary Servicer that unless an Event of Default has occurred and is continuing, Buyer shall not conduct more than one (1) such review during any other servicer or sub servicer and/or one (1) year period; provided further that any such review shall be subject to the CustodianAsset Diligence Fee Cap. Seller agrees will use commercially reasonable efforts to reimburse Buyer for cause Third Party Transaction Parties to cooperate with any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt requests of an invoice thereforBuyer. Seller also shall cause Servicer to make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to cause Servicer or its agent to conduct a partial or complete due diligence review on some or all of the Purchased AssetsAssets purchased in a Transaction, including, without limitation, ordering new Qualified Appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Purchased Asset and reviewing intercreditor agreements, property management agreements, formation documents of the property owners and their direct and indirect owners, financial statements, environmental and engineering reports, underlying title policies including owner’s and UCC-9 title insurance policies, legal opinions and other documents as may be mutually agreed among Seller and Buyer. For the avoidance of doubt, Servicer’s obligation to provide such due diligence to Buyer shall not preclude Buyer’s right to perform due diligence on the Purchased Assets prior to the Purchase Date and as necessary during the term of the Agreement, as determined by Buyer in is sole discretion, subject to the terms of the Commercial Mortgage Loan Documents. Buyer may underwrite such Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees and Xxxxxxxx agree to cooperate with Buyer Xxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of SellerSeller Parties or Servicer. Seller further agrees that it shall pay, to the extent Seller shall reimburse Buyer for any and has received an invoice therefor, all attorneys’ fees, reasonable out-of-pocket costs and expenses incurred by Buyer or its affiliates and designees in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 21.

Due Diligence. Seller acknowledges that Buyer has The Purchaser, Agent, Verification Agent or any of their respective agents, representatives or permitted assigns shall have the right right, upon reasonable prior notice and during normal business hours, to conduct inspection and perform continuing due diligence reviews with respect to of (x) Seller and Guarantor, including, without limitation, their respective financial condition and performance of its obligations under the Program Documents, and (y) the Servicing File and the Purchased AssetsAssets (including, for purposes of verifying compliance with the representationsbut not limited to, warranties and specifications made hereunder, or otherwiseany documentation related to Seller’s FHA servicing practices), and Seller agrees that upon reasonable prior notice promptly to Sellerprovide the Purchaser, Buyer or its authorized representatives will be permitted during normal business hours to examineAgent, inspectVerification Agent and their respective agents with access to, and make copies of and extracts of, the Purchased Asset Files, Servicing Records and from any and all documents, records, agreements, instruments or information (including, without limitation, any of the foregoing in computer data banks and computer software systems) relating to such Seller’s respective business, operations, servicing, financial condition, performance of their obligations under the Program Documents, the documents contained in the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession possession, or under the control control, of Seller. In addition, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer the Purchaser, Agent and/or Verification Agent, upon reasonable prior notice and during normal business hours, a knowledgeable financial or accounting officer of Seller for the purpose of answering questions respecting any of the Purchased Asset Files and the Purchased Assetsforegoing. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may the Purchaser shall enter into Transactions transactions with Seller based solely upon the information provided by Seller to Buyer the Purchaser and/or Agent and the representations, warranties and covenants contained herein, and that Buyerthe Purchaser, Agent and/or Verification Agent, at its option, has shall have the right at any time to conduct a partial itself or complete due diligence review on some through its agents, or all require Seller to conduct quality reviews and underwriting compliance reviews of the Purchased Assetsindividual Mortgage Loans at the expense of Seller. Buyer may underwrite Any such Purchased Assets itself diligence conducted by Purchaser, Agent and/or Verification Agent shall not reduce or engage a third party underwriter to perform such underwritinglimit the Seller’s representations, warranties and covenants set forth herein. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwritingreimburse the Purchaser, including, but not limited to, providing Buyer and any third party underwriter with access to any and Agent and/or Verification Agent for all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, reasonable out-of-pocket due diligence costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetspursuant to this Section 36.

Due Diligence. Property Management Seller acknowledges that hereby agrees to deliver to Property Management Buyer has within three (3) business days of the right to perform continuing due diligence reviews with respect to the Purchased Assets, effective date (for purposes herein, said delivery shall require that Property Management Seller make available all such materials at the Location of verifying compliance with the representationsManagement Company), warranties and specifications made hereunderwhich shall mean the date on which the last of the Property Management Buyer, or otherwise, and Property Management Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer party signing this Agreement shall have signed or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing initialed this Agreement, as applicable (“Effective Date”), those due diligence on the Purchased Assets, which items (“Due Diligence Items”) requested by Property Management Buyer or set forth herein. Property Management Buyer shall be paid by Seller to Buyer within have thirty (30) calendar days after (“Due Diligence Period”) from receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality all of the foregoingDue Diligence Items to review and to approve the Due Diligence Items and any other information or documentation it acquires. If Property Management Buyer, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon in its sole discretion, does not approve any of the Due Diligence Items or any of the information provided by Seller to Property Management Buyer and pursuant to this section or any information or documentation it otherwise acquires at any time prior to the representationsexpiration of the Due Diligence Period, warranties and covenants contained herein, and that Property Management Buyer, at its option, has the right may terminate this Agreement by written notice to Property Management Seller delivered at any time prior to conduct a partial or complete due diligence review on some or all the expiration of the Purchased AssetsDue Diligence Period, whereupon this Agreement shall become null and void and of no further force and effect, the Deposit (as defined below) shall be returned to the Property Management Buyer and the parties hereto shall have no further obligation to one another. Property Management Buyer’s failure to terminate this Agreement pursuant to this Section 1.4 shall not affect Property Management Buyer’s right to require the satisfaction of all conditions to closing set forth in this Agreement. Property Management Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. and Property Management Seller agrees to shall also reasonably cooperate with Property Management Buyer and following execution of this Agreement to obtain the transfer of any third party underwriter licenses in connection with such underwriting, including, but not limited to, providing favor of Property Management Buyer and any third party underwriter with access necessary to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in run the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBusiness.

Due Diligence. Seller acknowledges that Buyer has Purchaser, Agent, Verification Agent or any of their respective agents, representatives or permitted assigns shall have the right right, upon reasonable prior notice and during normal business hours, to conduct inspection and perform continuing due diligence reviews with respect of (x) Seller and Guarantor and their respective financial condition and performance of their obligations under the Program Documents, including the right to gain reasonable access to any significant officers (including the CEO, CFO, President, Treasurer and any other officers deemed by the Purchaser to be crucial to the business relating to this Agreement) and (y) the Servicing File and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and . Seller agrees that upon reasonable prior notice promptly to Sellerprovide Purchaser, Buyer or its authorized representatives will be permitted during normal business hours to examineVerification Agent, inspectAgent and their respective agents with access to, and make copies of and extracts of, the Purchased Asset Files, Servicing Records and from any and all documents, records, agreements, instruments or information (including, without limitation, any of the foregoing in computer data banks and computer software systems) relating to such Seller’s and Guarantor’s respective business, operations, servicing, financial condition, performance of their obligations under the Program Documents, the documents contained in the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession possession, or under the control control, of Seller. In addition, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer Purchaser, Agent and/or Verification Agent, upon reasonable prior notice and during normal business hours, a knowledgeable financial or accounting officer of Seller for the purpose of answering questions respecting any of the Purchased Asset Files and the Purchased Assetsforegoing. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may Purchaser shall enter into Transactions transactions with Seller based solely upon the information provided by Seller to Buyer Purchaser, Agent and/or Verification Agent and the representations, warranties and covenants contained herein, and that BuyerPurchaser and/or Agent, at its option, has shall have the right at any time to conduct a partial itself or complete due diligence review on some through its agents, or all require Seller to conduct quality reviews and underwriting compliance reviews of the Purchased Assetsindividual Mortgage Loans at the expense of Seller. Buyer may underwrite Any such Purchased Assets itself diligence conducted by Purchaser, Agent and/or Verification Agent shall not reduce or engage a third party underwriter to perform such underwritinglimit the Seller’s representations, warranties and covenants set forth herein. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwritingreimburse Purchaser, including, but not limited to, providing Buyer and any third party underwriter with access to any and Agent and/or Verification Agent for all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, reasonable out-of-pocket due diligence costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetspursuant to this Section 36.

Due Diligence. Restaurant Asset Seller acknowledges that hereby agrees to deliver to Restaurant Asset Buyer has within three (3) business days of the right to perform continuing due diligence reviews with respect to the Purchased Assets, effective date (for purposes herein, delivery by Restaurant Asset Seller shall be deemed to have occurred if Restaurant Asset Seller makes the Due Diligence Items, as defined below, available to Restaurant Asset Buyer at the Restaurant or Location), which shall mean the date on which the last of verifying compliance with the representationsRestaurant Asset Buyer, warranties and specifications made hereunder, or otherwise, and Restaurant Asset Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer party signing this Agreement shall have signed or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing initialed this Agreement, as applicable (“Effective Date”), those due diligence on items (“Due Diligence Items”) requested by Restaurant Asset Buyer or set forth herein to the Purchased Assets, which extent in Restaurant Asset Seller’s possession. Restaurant Asset Buyer shall be paid by Seller to Buyer within have thirty (30) calendar days after (“Due Diligence Period”) from receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality all of the foregoingDue Diligence Items to review and to approve the Due Diligence Items and any other information or documentation it acquires. If Restaurant Asset Buyer, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon in its sole discretion, does not approve any of the Due Diligence Items or any of the information provided by Seller to Restaurant Asset Buyer and pursuant to this section or any information or documentation it otherwise acquires at any time prior to the representationsexpiration of the Due Diligence Period, warranties and covenants contained herein, and that Restaurant Asset Buyer, at its option, has the right may terminate this Agreement by written notice to Restaurant Asset Seller delivered at any time prior to conduct a partial or complete due diligence review on some or all the expiration of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter Due Diligence Period, whereupon this Agreement shall become null and void and of no further force and effect, the Deposit (as defined below) shall be returned to perform such underwriting. Seller agrees to cooperate with the Restaurant Asset Buyer and the parties hereto shall have no further obligation to one another provided, however, Restaurant Asset Buyer shall return to Restaurant Asset Seller all information, reports and any third party underwriter other materials delivered to or obtained by Restaurant Asset Buyer. Restaurant Asset Buyer’s failure to terminate this Agreement pursuant to this Section 1.4 shall not affect Restaurant Asset Buyer’s right to require the satisfaction of all conditions to closing set forth in this Agreement. Restaurant Asset Buyer and Restaurant Asset Seller shall also take all necessary steps following execution of this Agreement to assist Restaurant Asset Buyer’s efforts to complete the transfer of the Liquor License or to obtain a new liquor license in favor of Restaurant Asset Buyer necessary to run the Business from the FLA (the “Liquor License”), provided that Restaurant Asset Seller shall have no obligation to incur any costs or expense in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetstherewith.

Due Diligence. Seller acknowledges that Buyer has Purchaser, Agent or any of their respective agents, representatives or permitted assigns shall have the right right, upon reasonable prior notice and during normal business hours, to conduct inspection and perform continuing due diligence reviews with respect to of (x) Seller and Guarantor, including, without limitation, their respective financial condition and performance of its obligations under the Program Documents, and (y) the Servicing File and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and . Seller agrees that upon reasonable prior notice promptly to Sellerprovide Purchaser, Buyer or its authorized representatives will be permitted during normal business hours to examineAgent and their respective agents with access to, inspect, and make copies of and extracts of, the Purchased Asset Files, Servicing Records and from any and all documents, records, agreements, instruments or information (including, without limitation, any of the foregoing in computer data banks and computer software systems) relating to such Seller’s respective business, operations, servicing, financial condition, performance of their obligations under the Program Documents, the documents contained in the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession possession, or under the control control, of Seller. In addition, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer Purchaser and/or Agent, upon reasonable prior notice and during normal business hours, a knowledgeable financial or accounting officer of Seller for the purpose of answering questions respecting any of the Purchased Asset Files and the Purchased Assetsforegoing. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may Purchaser shall enter into Transactions transactions with Seller based solely upon the information provided by Seller to Buyer Purchaser and/or Agent and the representations, warranties and covenants contained herein, and that BuyerPurchaser and/or Agent, at its option, has shall have the right at any time to conduct a partial itself or complete due diligence review on some through its agents, or all require Seller to conduct quality reviews and underwriting compliance reviews of the Purchased Assetsindividual Mortgage Loans at the expense of Seller. Buyer may underwrite Any such Purchased Assets itself diligence conducted by Purchaser and/or Agent shall not reduce or engage a third party underwriter to perform such underwritinglimit the Seller’s representations, warranties and covenants set forth herein. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and reimburse Purchaser and/or Agent for all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, reasonable out-of-pocket due diligence costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetspursuant to this Section 36.

Due Diligence. Seller acknowledges that From and after the date hereof through and including 5 p.m. eastern time on August 15, 2011 (the “Due Diligence Period”), Buyer has shall have the right to perform continuing due diligence reviews examine, inspect and investigate the Property and other matters associated therewith, and, at Buyer’s sole and absolute discretion, to determine whether the Property is acceptable to Buyer and to obtain all necessary internal approvals. Seller shall permit Buyer, its engineers, analysts, contractors and agents to conduct non-invasive physical inspections of the Property, including the structural, electrical and mechanical aspects of the Improvements, the interiors of all buildings, supports, site work, foundations, soil, subsurface soils, drainage, seismic and other geological and topographical matters, location of asbestos, toxic substances, hazardous materials or wastes, if any, and any other non-invasive investigations as Buyer deems prudent or desirable with respect to the Purchased Assetsphysical condition of the Property. Provided Buyer shall restore any damage resulting to the Property by reason thereof, for purposes Buyer shall also have the right to conduct minimally invasive testing of verifying the Property associated with any existing asbestos and lead paint located on the Property and any Phase II environmental assessments recommended by any Phase I environmental site assessment of the Property obtained by Buyer, provided Buyer shall provide seller with not less than three (3) business days prior written notice of such testing. Such investigations may be made by Buyer and/or its agents during any normal business hours. Buyer shall also have the right to investigate all matters relating to the zoning, use and compliance with other applicable laws, which relate to the representations, warranties use and specifications made hereunder, or otherwise, occupancy of the Property. Seller shall cooperate to assist Buyer in completing such inspections and special investigations and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer (in an office of the Seller’s property management company) for review and copying by Buyer (at Buyer’s expense) copies of any property information in Seller’s possession, provided Seller makes no representation or warranty as to the accuracy or completeness of such information. Notwithstanding anything contained in this Section 3.1, Seller need not deliver or make available to Buyer Seller’s internal confidential memoranda, attorney-client privileged materials and other confidential materials. Buyer acknowledges that any and all of the items provided by or on behalf of Seller that are not otherwise known by or available to the public are proprietary and confidential in nature and are delivered to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose such non-public Due Diligence Items, or any of the provisions, terms or conditions thereof, to any party outside of Buyer’s organization other than its agents, consultants, attorneys, representatives, prospective partners and their counsel and prospective lenders and their counsel. Such physical inspections and investigations of the Property shall be conducted only upon no less than twenty-four (24) hours’ notice (which may be telephonic) to Seller and shall be conducted at such times and in such a knowledgeable financial manner as to minimize any unreasonable disruption to tenants upon the Property. Seller shall have the right, but not the obligation, to accompany Buyer during such investigations and/or inspections. Anything contained herein to the contrary notwithstanding, Buyer shall not communicate (whether in person or accounting officer by telephone) with any officials at environmental, zoning, assessment or other government agencies regarding the Property or the Seller by name without Seller’s prior written consent (which consent shall not be unreasonably withheld), with the exception that Buyer shall be entitled to obtain from the Government of York County, Virginia both a zoning letter from, and a response to a FOIA request for a “no-Building Code violations” letter. Seller (and, at Seller’s option and cost, Seller’s counsel) shall have the purpose absolute right to be present at any meetings (including meetings conducted by telephone) with any governmental and quasi-governmental authorities and officials, including but not limited to any neighborhood commission members, whether at a formal or informal meeting. Purchaser shall provide copies of answering questions respecting any correspondence sent to or received from such officials, within two (2) business days after receipt or dispatch, as the Purchased Asset Files case may be. Purchaser shall not have the right to make any commitments to any such parties that are in any way binding on Seller or the Property. In addition, and the Purchased Assets. Without limiting the generality of notwithstanding the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and its agents and representatives shall: (a) not unreasonably disturb the representationstenants of the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, warranties its agents, contractors and covenants contained hereinemployees or any tenant; (e) promptly pay when due the costs of all tests, investigations and that examinations done with regard to the Property; (f) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (g) restore the Improvements and the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertaken; and (h) not reveal or disclose any information obtained during the Due Diligence Period concerning the Property to anyone outside Buyer’s organization other than its agents, consultants, attorneys, representatives, prospective partners and their counsel and prospective lenders and their counsel, except as may be required by applicable law. Buyer shall, at its optionsole cost and expense, has the right at any time to conduct a partial comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or complete due diligence review on some or all policies in conducting its inspection of the Purchased AssetsProperty and physical testing. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter shall, and does hereby agree to perform such underwriting. Seller agrees to cooperate with Buyer indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns, harmless from and against any third party underwriter in connection with such underwritingand all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all reasonable attorneys’ fees) caused by reason of Buyer’s or Buyer’s agents’ actions taken in, costs and expenses incurred on or about the Property in the exercise of the inspection right granted pursuant to this Section 3.1, including, without limitation, (i) claims made by Buyer any tenant against Seller for personal injury or property damage resulting from Buyer’s wrongful entry into such tenant’s premises in connection with continuing Buyer’s review of the Property; provided that, in no event shall Buyer be liable for any diminution in value of the Property resulting from or in connection with the findings of Buyer’s due diligence on Eligible Assets studies pursuant to this Section 3.1 and Purchased Assets(ii) Buyer’s obligations pursuant to this Section 3.1. Buyer shall obtain and maintain insurance from a creditworthy company with a policy limit of not less than Two Million Dollars ($2,000,000.00) for the purposes of its obligations and liabilities under this Section 3.1, and shall deliver to Seller a certificate of such insurance naming the Seller as an additional insured, prior to Buyer’s physical inspections of the Property. This Section 3.1 shall survive the Close of Escrow and/or any termination of this Agreement.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer subservicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Seller acknowledges that, upon any determination by Buyer that a decrease in the Market Value of the Purchased Loan has occurred, Buyer has the right to request, at Seller’s expense, an Appraisal for any Mortgaged Property securing the Purchased Loan, not more frequently than once in any calendar year; provided, however, that Buyer shall have the right to request an additional Appraisal in the same calendar year, and, if such Appraisal results in a determination by Buyer that a decrease in the Market Value of the Purchased Loan has occurred, Seller shall reimburse Buyer for the costs and expenses related to such additional Appraisal. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, financial models, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, reasonable out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence Buyer’s activities pursuant to this Section 27 on Eligible Assets and or before the Purchase Date for any Purchased AssetsLoan or within ten (10) days after Buyer shall reject any prospective New Collateral.

Due Diligence. Seller acknowledges that Buyer has At any time between the Effective Date and Closing, Redeveloper and Redeveloper’s agents, representatives and employees (collectively the “Entrants”) shall have the continuing right, on three (3) days prior notice to the Township (the “Entry Notice”), and at reasonable times, to enter the Township-Owned Property to carry out or perform any inspections, tests, investigations and studies (the “Entry Activities”) of the Township-Owned Property which Redeveloper deems necessary or appropriate for purposes of ascertaining the physical feasibility of redeveloping, or to survey, the Township-Owned Property. The Township agrees to reasonably cooperate with Redeveloper and Redeveloper’s professionals and consultants in making the Township-Owned Property available for such investigations and Entry Activities. Redeveloper’s Entry Notice shall set forth a date and time of entry, the identity of all persons and entities who shall enter upon the Property, the estimated duration of the entry, and a description of the anticipated Entry Activities to be performed during the entry and locations where the activities will be performed. The Township shall have the right, but not the obligation, to have representatives present during each such access to the Property in order to observe all Entry Activities. Redeveloper shall have the right to perform continuing due diligence reviews with respect collect split samples from any samples taken by Entrants upon prior notice of same. All activities performed by the Entrants shall be undertaken in a good and workmanlike manner, and shall not cause any permanent damage to the Purchased AssetsProperty. While performing the Entry Activities, the Entrants shall exercise that degree of care and skill ordinarily exercised under similar circumstances by members of the environmental and engineering consulting professions, as applicable, performing the kind of Entry Activities being performed hereunder and practicing in the same or similar locality during the same general period of time. Redeveloper shall pay for purposes all Entry Activities performed, and cause its authorized consultants, agents, contractors, and subcontractors, as the case may be, to pay for all work, free and clear of verifying compliance all mechanic’s and construction liens and encumbrances. If the Entry Activities results in the discovery of handling of hazardous materials or any contamination, Redeveloper agrees that Entrants will use that degree of skill and care in exercising its rights under this Agreement that are consistent with prudent procedure under such circumstances. Redeveloper, at its own cost and expense, shall obtain all governmental approvals (local, state and federal) and any other approvals necessary for the representationsEntry Activities, warranties and specifications made hereunderincluding obtaining a xxxx-out of all utilities at the Property, prior to the commencement of any Entry Activities. The Township shall have no responsibility whatsoever for any damage to existing improvements, utilities, or otherwisecommunications systems caused as a result of work performed under this Agreement. Redeveloper shall provide to the Township evidence of insurance coverage in types and amounts reasonably acceptable to Township, prior to gaining access to the Township-Owned Property or conducting any tests or investigations thereon. All such insurance policies and declaration pages shall name the Township as an additional insured, and, prior to the initial entry contemplated by the section, Redeveloper shall provide the Township with declaration pages showing that it has been named as an additional insured. It is understood that Redeveloper’s right of entry under this Section will be at Redeveloper’s sole risk, and Seller Redeveloper agrees that upon reasonable prior notice to Sellerindemnify and hold the Township, Buyer or including its authorized representatives will be permitted during normal business hours to examinecollective employees, inspectofficers, agents, and make copies and extracts ofrepresentatives, the Purchased Asset Files, Servicing Records and harmless against any and all documentsdamages, recordsliability, agreementsclaims, instruments or information relating to such Purchased Assets in the possession or under the control of Sellercosts, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all obligations, payments, penalties, fines, expenses (including reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs engineering fees, or other professional fees) and expenses judgments incurred by Buyer or asserted against Township or the Township-Owned Property arising out of or in connection with continuing Redeveloper’s due diligence and Entry Activities at or on Eligible Assets the Township-Owned Property, excluding, however, liability, claims, costs, or expenses arising out of existing violations of Environmental Laws or other Applicable Laws identified or discovered at the Township-Owned Property during the course of Redeveloper’s investigations but not caused by Redeveloper, and Purchased Assetsfurther excluding any damage, liability, claims, costs, or expenses caused by the Township’s own gross negligence or willful act or omission. Redeveloper shall further be responsible for restoring the Township-Owned Property following any intrusive testing, sampling or similar activity. Redeveloper’s obligations under this Section shall survive delivery of the Deed or any termination of this Agreement.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Seller, Guarantor and each Servicer, including, without limitation, financial information, organization documents, business plans, purchase agreements and underwriting purchase models for each pool of Purchased Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, to review the servicing of the Purchased Mortgage Loans, or otherwise, and Seller agrees that (a) upon reasonable prior notice to Seller, unless an Event of Default shall have occurred and be continuing, in which case no notice is required, Buyer or its authorized representatives Authorized Representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, of the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer Seller and/or the Custodian. , or (b) upon request, Seller agrees to reimburse Buyer for any shall create and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller deliver to Buyer within thirty three (303) calendar days after receipt Business Days of such request, an invoice thereforelectronic copy via email to Xxxxxxx.Xxxxxxx@xxx.xxx, in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Seller shall also provide to Buyer all loan level due diligence conducted by a third-party on the Purchased Mortgage Loans. Such due diligence may be provided to Buyer after the Mortgage Loan is subject to a Transaction. Buyer will periodically review Seller’s loan level due diligence process and findings and may request additional loan level due diligence be conducted if deemed necessary in its reasonable discretion. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Mortgage Loans from Seller and enter into additional Transactions with Seller respect to the Purchased Mortgage Loans based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering new credit reports and new appraisals on the related Mortgaged Properties with respect to the Purchased Mortgage Loans and otherwise re-generating the information used to originate such Purchased Mortgage Loan, which information may be used by Buyer to calculate Market Value. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller Xxxxxx agrees to cooperate with Buyer and or any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing Xxxxx’s due diligence on Eligible Assets activities pursuant to this Section 20 in an amount not to exceed the Due Diligence Cap; provided, that, the Due Diligence Cap shall not apply during the occurrence and Purchased Assetscontinuance of an Event of Default.

Due Diligence. Each Seller Party and Guarantor acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and Contributed Assets and Seller Parties and Guarantor, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Seller Party and Guarantor agrees that (a) upon reasonable prior notice to SellerSellers and Guarantor unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, of the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans and Contributed Assets (the “Due Diligence Documents”) in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer Sellers and/or Guarantor and/or the Custodian. Seller agrees to reimburse Buyer for any , or (b) upon request, Sellers or Guarantor shall create and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller deliver to Buyer within thirty five (305) calendar days after receipt Business Days of such request, an invoice thereforelectronic copy on CD or DVD, in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller Sellers and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files, Purchased Asset Files Mortgage Loans and the Purchased Contributed Assets. Without limiting the generality of the foregoing, each Seller Party and Guarantor acknowledges that Buyer may purchase Mortgage Loans from Sellers and enter into Transactions with Seller respect to REO Property based solely upon the information provided by Seller Sellers or Guarantor to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that 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 Mortgage Loans and Contributed Assets purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re‑generating the information used to acquire such Purchased Mortgage Loans and Contributed Assets. Buyer may underwrite such Purchased Mortgage Loans and Contributed Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller Party and Guarantor agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans and Contributed Assets in the possession, or under the control, of Sellersuch Seller Party and/or Guarantor. Each Seller Party and Guarantor further agrees that Seller Sellers or Guarantor shall reimburse Buyer for any and pay all attorneys’ fees, out‑of‑pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets Buyer’s activities pursuant to this Section 19, such amount not to exceed the Due Diligence Cap per calendar year (“Due Diligence Costs”), unless an Event of Default shall have occurred and Purchased Assetsbe continuing, in which case such limit shall not apply.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and Seller, including, without limitation, financial information, organization documents, business plans, purchase agreements and underwriting purchase models for each pool of Purchased Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, to review the servicing of the Purchased Mortgage Loans, or otherwise, and Seller agrees that upon reasonable prior written notice to a Responsible Officer of Seller, unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives Authorized Representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, of the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer Seller and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Purchased Mortgage Loans from Seller and enter into additional Transactions with Seller respect to the Purchased Mortgage Loans based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, herein and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all a reasonable portion of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering new credit reports and new appraisals on the related Mortgaged Properties with respect to the Mortgage Loans and otherwise re-generating the information used to originate such Mortgage Loan, which information may be used by Buyer to calculate Market Value. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and or any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s due diligence on Eligible Assets and Purchased Assetsactivities pursuant to this Section 20, in an amount not to exceed [***] per calendar year.

Due Diligence. Seller acknowledges that Buyer 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 determining or re-determining the Asset Base for purposes of Section 4 of this Agreement, or otherwise, and Seller agrees that upon Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Assets, including, without limitation, ordering new credit reports and Appraisals on the applicable collateral and otherwise regenerating the information used to originate such Purchased Assets. Upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such any Purchased Assets Asset in the possession or under the control of Seller, Primary Servicer and any other servicer or sub sub-servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Files, the Servicing Records and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Seller further agrees that Seller shall to reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets, including, without limitation, Diligence Fees.

Due Diligence. Seller acknowledges that Buyer has Purchaser, Agent or any of their respective agents, representatives or permitted assigns shall have the right right, upon reasonable prior notice and during normal business hours, to conduct inspection and perform continuing due diligence reviews with respect to of (x) Seller and its Affiliates, directors, officers, employees and significant shareholders, including, without limitation, their respective financial condition and performance of its obligations under the Program Documents, and (y) the Servicing File and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and . Seller agrees that upon reasonable prior notice promptly to Sellerprovide Purchaser, Buyer or its authorized representatives will be permitted during normal business hours to examineAgent and their respective agents with access to, inspect, and make copies of and extracts of, the Purchased Asset Files, Servicing Records and from any and all documents, records, agreements, instruments or information (including, without limitation, any of the foregoing in computer data banks and computer software systems) relating to such Seller’s respective business, operations, servicing, financial condition, performance of their obligations under the Program Documents, the documents contained in the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession possession, or under the control control, of Seller. In addition, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer Purchaser and/or Agent, upon reasonable prior notice and during normal business hours, a knowledgeable financial or accounting officer of Seller for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may Purchaser shall enter into Transactions with Seller based solely upon the information provided by Seller to Buyer Purchaser and/or Agent and the representations, warranties and covenants contained herein, and that BuyerPurchaser and/or Agent, at its option, has shall have the right at any time to conduct a partial itself or complete due diligence review on some through its agents, or all require Seller to conduct quality reviews and underwriting compliance reviews of the Purchased Assetsindividual Mortgage Loans at the expense of Seller. Buyer may underwrite Any such Purchased Assets itself diligence conducted by Purchaser and/or Agent shall not reduce or engage a third party underwriter to perform such underwritinglimit the Seller’s representations, warranties and covenants set forth herein. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and reimburse Purchaser and/or Agent for all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, reasonable out-of-pocket due diligence costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetspursuant to this Section 36.

Due Diligence. Seller acknowledges that Buyer 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 Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub sub-servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets; provided, that prior to the occurrence and continuance of a Potential Event of Default or an Event of Default, notwithstanding anything in this Agreement to the contrary, Buyer shall not contact any Mortgagor of an Eligible Asset with respect to a proposed Transaction or a Purchased Asset, any related sponsor or other obligor, any related tenant or any other loan party, without Seller’s prior consent. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Upon a written demand therefor by Buyer to Seller, Seller further agrees that Seller shall promptly (but in no event later than ten (10) Business Days after such a demand) reimburse Buyer for any and all out-of-pocket and invoiced attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. Seller acknowledges that Buyer 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 determining or re-determining the Asset Base for purposes of Section ‎4 of this Agreement, or otherwise, and Seller agrees that upon Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Assets, including, without limitation, ordering new credit reports and Appraisals on the applicable collateral and otherwise regenerating the information used to originate such Purchased Assets. Upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such any Purchased Assets Asset in the possession or under the control of Seller, Primary Servicer and any other servicer or sub sub-servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Files, the Servicing Records and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Seller further agrees that Seller shall to reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsAssets and Diligence Fees. Diligence Fees applicable to underwriting only shall be subject to an annual, calendar year dollar cap of $30,000.

Due Diligence. Seller acknowledges that Buyer has The Purchaser, Agent, Verification Agent or any of their respective agents, representatives or permitted assigns shall have the right right, upon reasonable prior notice and during normal business hours, to conduct inspection and perform continuing due diligence reviews with respect to of (x) Seller and Guarantor, including, without limitation, their respective financial condition and performance of its obligations under the Program Documents, and (y) the Servicing File and the Purchased AssetsAssets (including, for purposes of verifying compliance with the representationsbut not limited to, warranties and specifications made hereunder, or otherwiseany documentation related to Seller’s FHA servicing practices), and Seller agrees that upon reasonable prior notice promptly to Sellerprovide the Purchaser, Buyer or its authorized representatives will be permitted during normal business hours to examineAgent, inspectVerification Agent and their respective agents with access to, and make copies of and extracts of, the Purchased Asset Files, Servicing Records and from any and all documents, records, agreements, instruments or information (including, without limitation, any of the foregoing in computer data banks and computer software systems) relating to such Seller’s respective business, operations, servicing, financial condition, performance of their obligations under the Program Documents, the documents contained in the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession possession, or under the control control, of Seller. In addition, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer the Purchaser, Agent and/or Verification Agent, upon reasonable prior notice and during normal business hours, a knowledgeable financial or accounting officer of Seller for the purpose of answering questions respecting any of the Purchased Asset Files and the Purchased Assetsforegoing. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may the Purchaser shall enter into Transactions transactions with Seller based solely upon the information provided by Seller to Buyer the Purchaser and/or Agent and the representations, warranties and covenants contained herein, and that Buyerthe Purchaser, Agent and/or Verification Agent, at its option, has shall have the right at any time to conduct a partial itself or complete due diligence review on some through its agents, or all require Seller to conduct quality reviews and underwriting compliance reviews of the Purchased Assetsindividual Mortgage Loans at the expense of Seller. Buyer may underwrite Any such Purchased Assets itself diligence conducted by Purchaser, Agent and/or Verification Agent shall not reduce or engage a third party underwriter to perform such underwritinglimit the Seller’s representations, warranties and covenants set forth herein. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwritingreimburse the Purchaser, including, but not limited to, providing Buyer and any third party underwriter with access to any and Agent and/or Verification Agent for all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, reasonable out-of-pocket due diligence costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.pursuant to this Section 36. - 66 -

Due Diligence. Seller acknowledges that Buyer has will have until the right earlier of the Closing Date or expiration of the 20th day after delivery of the signed Agreement (the "Review Period"), to perform continuing conduct all of its inspections and due diligence reviews with respect and satisfy itself regarding title to the Purchased AssetsProperty, and to inspect the Property. Buyer agrees to indemnify and hold harmless for purposes any loss or damage to the Property or persons caused by Buyer or its agents arising out of verifying compliance such physical inspections of the Property. BUYER EXPRESSLY ACKNOWLEDGES THAT THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" BASIS, AND SUCH PROVISION SHALL SURVIVE CLOSING. Buyer may cancel this agreement for any reason in its sole discretion by delivering a cancellation notice by certified mail, return receipt requested, or by personal delivery to Seller and escrow holder before the expiration of the Review Period. If this Agreement is not canceled as set forth herein, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section or Section 16, except for any title insurance and/or escrow cancellation fees of the escrowee which will be paid by the Buyer, and any liabilities under sections 6, 15(a)(iii), and 16(b) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the representationsProperty or this transaction, warranties and specifications made regardless of any alleged conduct by Seller or anyone else. Unless Seller shall be in default of any obligation hereunder, or otherwisethis Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives irrevocably will be permitted during normal business hours deemed to examine, inspect, have canceled this Agreement and make copies relinquish all rights in and extracts of, to the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the CustodianProperty. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files If this Agreement is not canceled and the Purchased Assets. Without limiting the generality of the foregoingSecond Payment is made when required, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer Buyer's conditions and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetscontingencies will be deemed satisfied.

Due Diligence. Each Seller acknowledges and Guarantor acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Servicer, Guarantor and Sellers, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees Sellers and Guarantor agree that upon reasonable prior notice unless an Event of Default has occurred, in which case no notice is ‑61‑ required, to SellerSellers or Guarantor, as applicable, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of SellerSellers, Primary Guarantor, Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any Sellers and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Sellers, Guarantor, the Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, Each Seller acknowledges and Guarantor acknowledge that Buyer may enter into Transactions with Seller purchase Mortgage Loans from Sellers based solely upon the information provided by Seller Sellers to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re‑generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees and Guarantor agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of Sellersuch Seller or Guarantor. Each Seller and Guarantor further agrees agree that such Seller shall reimburse Buyer for any and pay all attorneys’ fees, out‑of‑pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 18 (“Due Diligence Costs”); provided that, with respect to Due Diligence Costs incurred after the Effective Date, such Due Diligence Costs for any one-year term shall not exceed the Annual Cap; and, provided further, that upon the occurrence of Event of Default no Annual Cap shall apply.

Due Diligence. Buyer will have until the expiration of the 60th day after the Effective Date of this "Agreement" (the "Inspection and Feasibility Study Period"), to conduct all of its inspections and due diligence and satisfy itself regarding title to the Property, and to inspect the Property at Buyer's sole expense. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Buyer expressly acknowledges that the sale of the Property as provided for herein is made on an "AS IS" basis, and such provision shall survive closing. Buyer has may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice by certified mail, return receipt requested, or by personal delivery to Seller and escrow holder before the right to perform continuing due diligence reviews with respect expiration of the Inspection and Feasibility Study Period. If this Agreement is not canceled as set forth herein, the First Payment shall be non-refundable unless Seller shall default hereunder or this Agreement is properly cancelled by Buyer pursuant to the Purchased Assetsterms hereof. If Buyer cancels this Agreement as permitted under this Section or Section 16, except for purposes any liabilities under sections 15(a)(iii) and 16(b) of verifying compliance this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be promptly returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the representationsProperty or this transaction, warranties and specifications made regardless of any alleged conduct by Seller or anyone else. Unless Seller shall be in default of any obligation hereunder, or otherwisethis Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives irrevocably will be permitted during normal business hours deemed to examine, inspect, have canceled this Agreement and make copies relinquished all rights in and extracts of, to the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the CustodianProperty. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files If this Agreement is not canceled and the Purchased Assets. Without limiting the generality of the foregoingSecond Payment is made when required, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer Buyer's conditions and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetscontingencies will be deemed satisfied.

Due Diligence. (a) Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, Assets for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwiseotherwise (the "Due Diligence Review"), and Seller agrees that upon reasonable prior notice to Seller, provided that, if a Default or Event of Default shall have occurred, then without notice, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer Servicer or sub servicer subservicer and/or the Custodian. Seller agrees that Buyer may, at Buyer's sole expense and with prior notice to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased AssetsSeller, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice thereforconduct additional Due Diligence Reviews. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with the Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, out-of-pocket costs and expenses reasonably incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer's activities pursuant to this Section 15.

Due Diligence. Seller Party acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, the Seller Party, Settlement Agents, Approved Investors and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller Party agrees that upon reasonable (but not less than three (3) Business Days) prior notice to Sellerthe Seller Party, unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of Seller, Primary Servicer and Seller Party. The Seller Party will use commercially reasonable efforts to cause Third Party Transaction Parties to cooperate with any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on requests of Buyer. Provided that no Event of Default has occurred and is continuing, Buyer agrees that it shall exercise best efforts, in the Purchased Assetsconduct of any such due diligence, which to minimize any disruption to Seller’s normal course of business. The Seller Party shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of the Seller. Seller Party further agrees that Seller shall reimburse Buyer for any and to pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 17 (the “Due Diligence Costs”); provided that Seller shall not be responsible for Due Diligence Costs in excess of the Due Diligence Cap; provided, however, that the Due Diligence Cap shall not apply upon the occurrence of a Default or Event of Default.

Due Diligence. Each of Seller and Guarantor acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller Parties, Guarantor, the Servicer, the Purchased Assets, Underlying Mortgage Loans and Underlying REO Property subject to any Transaction hereunder, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each of Seller and Guarantor agrees that (a) upon reasonable prior notice to SellerSeller unless an Event of Default shall have occurred that is continuing, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, of the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Assets, Underlying Mortgage Loans and Underlying REO Properties of the Seller (the “Due Diligence Documents”) in the possession or under the control of Seller, Primary Guarantor, Servicer and any other servicer or sub servicer and/or the Custodian. Custodians, or (b) upon request, Seller agrees to reimburse Buyer for any shall create and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller deliver to Buyer within thirty twenty (3020) calendar days after receipt of such request, an invoice thereforelectronic copy on CD or DVD, in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and Files, the Purchased Assets, the Underlying REO Property and the Underlying Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Purchased Assets from Seller based solely upon the information provided by by, or on behalf of, Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that 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 Assets, Underlying Mortgage Loans or Underlying REO Properties subject to a Transaction, including ordering appraisals or BPOs, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Underlying Mortgage Loan, as well as reviews of claim history and files with FHA, VA and USDA and verification of FHA Mortgage Insurance in place, VA Loan Guaranty Agreement in place and USDA guaranty in place. Buyer may underwrite due diligence such Purchased Assets Assets, Underlying Mortgage Loans and Underlying REO Properties itself or engage a mutually agreed upon third party underwriter due diligence firm to perform such underwritingdue diligence, subject to such third party due diligence firm executing the Buyer’s standard form of non-disclosure agreement. Seller agrees to cooperate with Buyer and any third party underwriter due diligence firm in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter due diligence firm with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Assets, Underlying Mortgage Loans and Underlying REO Properties in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and pay all attorneys’ fees, reasonable third-party out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets Buyer’s activities pursuant to this Section 21 (“Due Diligence Costs”) in an amount not to exceed the Due Diligence Cap per calendar year; provided that the Due Diligence Cap shall not apply upon the occurrence and Purchased Assetscontinuance of an Event of Default.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer subservicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Seller acknowledges that Buyer has the right to request, at Seller’s expense, a new Appraisal for any Mortgaged Property securing a Purchased Loan upon the occurrence of a Credit Event relating to such Purchased Loan. Prior to the occurrence of a Credit Event, Buyer may also request one (1) Appraisal per calendar year for the related Mortgaged Property at Seller’s expense. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, financial models, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. Each Seller Party acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, Seller Parties, Collateral Administrator and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), as deemed appropriate by Buyer in its good faith discretion, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees Parties and Collateral Administrator each agree that upon reasonable prior notice to SellerSeller Parties or Collateral Administrator, as applicable, unless an Event of Default shall have occurred and be continuing, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours at reasonable times to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Sellerany Seller Party or Collateral Administrator; provided however, Primary Servicer that unless an Event of Default has occurred and is continuing, Buyer does not expect to conduct more than one (1) such review during any other servicer or sub servicer and/or the Custodianone (1) year period. Seller agrees Parties will use best efforts to reimburse Buyer for cause Third Party Transaction Parties to cooperate with any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt requests of an invoice thereforBuyer. Seller Parties and Collateral Administrator shall also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to cause Collateral Administrator or its agent to conduct a partial or complete due diligence review on some or all of the Purchased AssetsAssets purchased in a Transaction, including, without limitation, ordering new Qualified Appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Purchased Asset and reviewing intercreditor agreements, property management agreements, formation documents of the property owners and their direct and indirect owners, financial statements, environmental and engineering reports, underlying title policies including owner’s and UCC-9 title insurance policies, legal opinions and other documents as may be mutually agreed among Seller and Buyer. For the avoidance of doubt, Collateral Administrator’s obligation to provide such due diligence to Buyer shall not preclude Buyer’s right to perform due diligence on the Purchased Assets prior to the Purchase Date and as necessary during the term of the Agreement, as determined by Buyer in is sole discretion, subject to the terms of the Mortgage Loan documents. Buyer may underwrite such Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees and Collateral Administrator agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of SellerSeller Parties or Collateral Administrator. Seller further agrees that it shall pay, to the extent Seller shall reimburse Buyer for any and has received an invoice therefor, all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Buyer’s activities pursuant to this Section 17; provided that such amounts shall not exceed $6,000 for each Eligible Assets Asset reviewed, unless an Event of Default shall have occurred and Purchased Assetsbe continuing, in which case such limit shall not apply; provided further that Seller and Buyer agree that additional expenses may be incurred for complex transactions, Buyer shall use good faith efforts to advise Seller within a reasonable time following obtaining actual knowledge that such expenses will be incurred, and such expenses shall be paid by Seller upon demand.

Due Diligence. Seller acknowledges that that, at reasonable times and upon reasonable notice (but not less than fifteen (15) Business Days’ prior notice), Buyer 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 Seller agrees that upon reasonable prior notice (but not less than fifteen (15) Business Days’ prior notice) to Seller, Buyer or its authorized representatives (accompanied by a representative of Seller or one of its affiliates) will be permitted during normal business hours to examine, inspect, inspect and make copies and extracts of, of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer or subservicer and/or Custodian subject to the terms of any confidentiality agreement between Buyer and Seller and Requirements of Law, and if no such confidentiality agreement then exists between Buyer and Seller, Buyer and Seller shall act in accordance with customary market standards regarding confidentiality and Requirements of Law. Buyer shall act in a commercially reasonable manner in requesting and conducting any other servicer or sub servicer and/or inspection relating to the Custodianconduct and operation of Seller’s business. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller permitted, no more than once a calendar year, to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available visit Guarantor and/or Seller’s offices at a mutually agreeable time to Buyer meet with the investment and management teams including, if requested, a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files officer, regarding their investment and management strategies with respect to the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may shall enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its optionoption and, subject to this Section 28, at its cost, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. With respect to Discretionary New Assets, Buyer may underwrite such Purchased Discretionary New Assets itself or engage engage, subject to this Section 28, at its cost, a third third-party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third third-party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third third-party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Discretionary New Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for all actual out-of-pocket legal costs incurred by Buyer relating to Buyer’s review of any and all attorneys’ fees, New Asset in an amount not to exceed the related Diligence Cap; provided that Seller shall not be responsible for any other costs and expenses of Buyer incurred by Buyer in connection with continuing due its diligence on Eligible Assets or underwriting. Seller agrees to reasonably cooperate with Buyer and Purchased Assetsany Independent Appraiser in connection with obtaining Appraisals required pursuant to Section 12(h)(iv).

Due Diligence. Each of Seller and Guarantor acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller Parties, the Guarantor, the Servicer, the Purchased Assets, Pledged Assets, Underlying Mortgage Loans subject to any Transaction and Underlying REO Property in connection with any Transaction or otherwise pledged hereunder, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each of Seller and Guarantor agrees that (a) upon reasonable prior notice to SellerSeller unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, of the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Assets, Pledged Assets, Underlying Mortgage Loans, Underlying REO Properties of the Seller (the “Due Diligence Documents”) in the possession or under the control LEGAL02/41441953v3 of Seller, Primary Guarantor, Servicer and any other servicer or sub servicer and/or the Custodian. , or (b) upon request, Seller agrees to reimburse Buyer for any shall create and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller deliver to Buyer within thirty twenty (3020) calendar days after receipt of such request, an invoice thereforelectronic copy on CD or DVD, in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and Files, the Purchased Assets, the Pledged Assets, the Underlying REO Property and the Underlying Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that 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 Assets, Pledged Assets, Underlying Mortgage Loans subject to a Transaction or Underlying REO Properties pledged in connection with a Transaction, including, without limitation, ordering appraisals or BPOs, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan, performing compliance, legal, credit and servicing file reviews, as well as reviews of claim history and files with FHA, VA and USDA and verification of FHA Mortgage Insurance in place, VA Loan Guaranty Agreement in place and USDA Guaranty in place. Buyer may underwrite due diligence such Purchased Assets Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties itself or engage a mutually agreed upon third party underwriter due diligence firm to perform such underwritingdue diligence, subject to such third party due diligence firm executing the Buyer’s standard form of non-disclosure agreement. Seller agrees to cooperate with Buyer and any third party underwriter due diligence firm in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter due diligence firm with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties in the possession, or under the control, of SellerSeller provided, however, that unless an Event of Default has occurred and is continuing, such on-site visits and/or on-site examinations shall be limited to one (1) per calendar year. Seller further agrees that Seller shall reimburse Buyer for any and pay all attorneys’ fees, reasonable third-party out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 21 (“Due Diligence Costs”) in an amount not to exceed the Due Diligence Cap per calendar year; provided that the Due Diligence Cap shall not apply upon the occurrence and continuance of an Event of Default. In addition, the Buyer may perform corporate level due diligence on Eligible Assets the Seller and Purchased AssetsServicer, provided, however, that prior to the occurrence and continuation of an Event of Default the Seller shall not be required to pay for such corporate level due diligence more than once per annum (which due diligence shall also be subject to the Due Diligence Cap; provided that the Due Diligence Cap shall not apply upon the occurrence and continuance of an Event of Default).

Due Diligence. Seller acknowledges that Buyer or any third party designated by Buyer (including Buyer’s regulators) has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice unless an Event of Default shall have occurred and be continuing, in which case no notice is required, to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of Seller, Primary Servicer and any other servicer Seller or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re‑generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller Xxxxxx agrees to cooperate with Buyer Xxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of SellerSeller or Custodian. Seller further agrees that Seller shall reimburse Buyer for any pay all reasonable and all attorneys’ fees, documented out-of-pocket costs and expenses incurred by Buyer Xxxxx and Custodian in connection with continuing due diligence on Eligible Assets Buyer’s activities pursuant to this Section 17 subject to a cap with respect to Buyer of [***]for any [***]period (“Due Diligence Costs”); provided that the Due Diligence Cap shall not apply at any time that a Default shall have occurred and Purchased Assetsbe continuing.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, Seller, Collateral Administrator and other parties which may be involved in or related to Transactions (Collateral Administrator and other parties, collectively, “Third Party Transaction Parties”), as deemed appropriate by Buyer in its good faith discretion, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and . Seller agrees that upon reasonable prior notice to SellerSeller or Collateral Administrator, as applicable, unless an Event of Default shall have occurred and be continuing, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours at reasonable times to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of SellerSeller or Collateral Administrator; provided however, Primary Servicer that (x) unless an Event of Default or Credit Event has occurred and is continuing, Buyer shall not conduct more than one (1) such review during any other servicer or sub servicer and/or the Custodianone (1) year period and (y) Seller shall only be obligated to use commercially reasonable efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. Seller agrees to reimburse Buyer for any shall and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller request that Collateral Administrator also shall make available to Buyer upon reasonable prior notice a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to request Collateral Administrator or to cause its agent to conduct a partial or complete due diligence review on some or all of the Purchased AssetsAssets purchased in a Transaction, including, without limitation, ordering new Qualified Appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Purchased Asset and reviewing intercreditor agreements, property management agreements, formation documents of the property owners and their direct and indirect owners, financial statements, environmental and engineering reports, underlying title policies including owner’s and UCC-9 title insurance policies, legal opinions and other documents as may be mutually agreed among Seller and Buyer. For the avoidance of doubt, Collateral Administrator’s obligation to provide such due diligence to Buyer shall not preclude Buyer’s right to perform due diligence on the Purchased Assets prior to the Purchase Date and as necessary during the term of the Agreement, as determined by Buyer in is sole discretion, subject to the terms of the Mortgage Loan documents. Buyer may underwrite such Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees shall cooperate and shall use commercially reasonable efforts to cause Collateral Administrator to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of SellerSeller or Collateral Administrator. Notwithstanding the foregoing, Collateral Administrator shall not have any obligation to conduct due diligence pursuant to this paragraph (but shall be required to provide the documents and other information in its possession pursuant hereto) unless prior agreement has been reached with respect to compensation to be paid to Collateral Administrator for the requested underwriting services to be conducted. Seller further agrees that it shall pay, to the extent Seller shall reimburse Buyer for any and has received an invoice therefor, all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 17.

Due Diligence. Seller acknowledges that Buyer Bxxxx has the right to perform continuing due diligence reviews with respect to the Purchased Assets, Seller Parties, Servicer (to the extent related to the services performed under the Servicing Agreement) and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), as deemed appropriate by Buyer in its good faith discretion, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller Sxxxxx agrees that upon reasonable prior notice to SellerSeller Parties or Servicer, as applicable, unless an Event of Default shall have occurred and be continuing, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours at reasonable times to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Sellerany Seller Party or Servicer; provided however, Primary Servicer that unless an Event of Default has occurred and is continuing, Buyer shall not conduct more than one (1) such review during any other servicer or sub servicer and/or one (1) year period; provided further that any such review shall be subject to the CustodianAsset Diligence Fee Cap. Seller agrees will use commercially reasonable efforts to reimburse Buyer for cause Third Party Transaction Parties to cooperate with any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt requests of an invoice thereforBuyer. Seller also shall cause Servicer to make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to cause Servicer or its agent to conduct a partial or complete due diligence review on some or all of the Purchased AssetsAssets purchased in a Transaction, including, without limitation, ordering new Qualified Appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Purchased Asset and reviewing intercreditor agreements, property management agreements, formation documents of the property owners and their direct and indirect owners, financial statements, environmental and engineering reports, underlying title policies including owner’s and UCC-9 title insurance policies, legal opinions and other documents as may be mutually agreed among Sxxxxx and Bxxxx. For the avoidance of doubt, Servicer’s obligation to provide such due diligence to Buyer shall not preclude Buyer’s right to perform due diligence on the Purchased Assets prior to the Purchase Date and as necessary during the term of the Agreement, as determined by Buyer in is sole discretion, subject to the terms of the Commercial Mortgage Loan Documents. Buyer may underwrite such Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees and Sxxxxxxx agree to cooperate with Buyer Bxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of SellerSeller Parties or Servicer. Seller further agrees that it shall pay, to the extent Seller shall reimburse Buyer for any and has received an invoice therefor, all attorneys’ fees, reasonable out-of-pocket costs and expenses incurred by Buyer or its affiliates and designees in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 21.

Due Diligence. Any forms of franchise guidelines and franchise agreements for "AmeriSuites" which Seller acknowledges that Buyer has the right shall have provided to perform continuing Purchaser in connection with Purchaser's due diligence reviews shall be substantially similar to (i) the form which Tenant shall enter into in connection with the Closing and (ii) (subject to any changes made by franchisor to such form on a non-discriminatory basis) the form to be employed with respect to any First Offer Hotels and Option Hotels. To the Purchased Assetsextent that, in connection with its due diligence investigation, Purchaser, its agents, representatives or contractors, shall have damaged or disturbed any of the Real Property or the Improvements located thereon, Purchaser shall return the same to substantially the same condition which existed immediately prior to such damage or disturbance. In the event that the transactions contemplated by this Agreement are not closed and consummated for purposes of verifying compliance with the representationsany reason, warranties and specifications made hereunderPurchaser shall, or otherwise, and Seller agrees that upon reasonable prior notice to on request by Seller, Buyer deliver to Seller all tests, reports and inspections of the Property made and conducted by Purchaser or for its benefit or any other documents or information (including title commitments, UCC financing statement search reports, title documents, surveys, zoning reports, environmental audits, structural engineering reports, appraisals and the like), which Purchaser has received pursuant to this Agreement; provided, however, that Seller shall reimburse Purchaser's out-of-pocket expenses for any of the foregoing materials (other than materials delivered by Seller or its authorized agents or representatives will be permitted during normal business hours to examinePurchaser) which it requests that Purchaser so deliver. Purchaser shall indemnify, inspect, defend and make copies hold harmless Seller from and extracts of, the Purchased Asset Files, Servicing Records and against any and all documentsexpense, recordsloss or damage which Seller may incur as a result of any act or omission of Purchaser or its representatives, agreements, instruments agents or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter contractors in connection with such underwritingexaminations and inspections, includingother than to the extent that any expense, but not limited to, providing Buyer and loss or damage arises from any third party underwriter with access to any and all documents, records, agreements, instruments gross negligence or information relating to such Purchased Assets in the possession, or under the control, willful misconduct of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.The provisions of this

Due Diligence. Seller acknowledges that Buyer 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 Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within have thirty (30) calendar days after receipt from the Effective Date of an invoice thereforthis Agreement (the “Review Period”) to conduct all of its inspections and due diligence and satisfy itself regarding the Property and this transaction. Buyer agrees to indemnify and hold Seller also shall make available harmless for any loss or damage to the Property or persons caused by Buyer a knowledgeable financial or accounting officer for the purpose its agents arising out of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality such physical inspections of the foregoingProperty, and this indemnity shall survive Closing or termination of this Agreement. Within three (3) business days of the Effective Date of this Agreement, Seller acknowledges that shall provide, to the extent such items are in its possession, the items listed on Exhibit “B” (“Seller’s Materials”). Buyer may enter into Transactions with cancel this Agreement before the expiration of the Review Period for any reason in its sole discretion by delivering a cancellation notice to Seller based solely upon and Closing Agent prior to the information provided expiration of the Review Period. If this Agreement is not cancelled as set forth above, the Xxxxxxx Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of Section 5 of this Agreement and those provisions stating otherwise (which will survive), Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall return to Buyer its Xxxxxxx Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the representationsProperty or this transaction, warranties and covenants contained herein, and that regardless of any alleged conduct by Buyer, Seller or anyone else. If Buyer fails to close this transaction at no fault of Seller, Buyer will be irrevocably deemed in default of this Agreement. Upon default by Buyer, Seller may, as its option, has retain the right at any time Xxxxxxx Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to conduct a partial or complete due diligence review on some or have cancelled this Agreement and relinquish all of rights in and to the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possessionProperty, or under Seller may exercise its rights hereunder. The Review Period will be deemed satisfied if Buyer has deposited the controlXxxxxxx Money as required by Section 4 hereof, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetsthis agreement is not cancelled.

Due Diligence. Seller acknowledges that Each of Seller, Guarantor and Servicer agrees to promptly provide Buyer and its agents with access to, copies of and extracts from any and all documents, books, records, agreements, instruments or information (including, without limitation, any of the foregoing in computer data banks and computer software systems) relating to its financial condition, the performance of its obligations under the Program Documents, the documents contained in the Servicing File or the Purchased Loans in the possession, or under the control, of Servicer, Guarantor or Seller. In addition, Buyer has the right to perform continuing due diligence reviews with respect to of (x) Seller, Guarantor, Servicer, and their respective directors and officers, including, without limitation, Seller’s, Servicer’s and Guarantor’s respective financial condition and performance of Seller’s, Guarantor’s and Servicer’s obligations under the Program Documents, and (y) the Servicing File and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the CustodianLoans. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which Guarantor shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased AssetsLoans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may shall enter into Transactions transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwritingLoans, including, but not limited towithout limitation, providing Buyer ordering new credit reports, new appraisals on the related Mortgaged Properties and any third party underwriter with access otherwise re-generating the information used to any and all documents, records, agreements, instruments or information relating to originate such Purchased Assets in the possessionLoans. Servicer, or under the control, of Seller. Seller further agrees that Guarantor and Seller shall reimburse Buyer for any and all attorneys’ fees, pay Buyer’s out-of-pocket costs and expenses incurred by Buyer in connection with continuing any due diligence on Eligible Assets hereunder. Servicer, Guarantor and Purchased Assets.Seller shall pay Buyer’s due diligence expenses. [SIGNATURE PAGE FOLLOWS]

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing reasonable due diligence reviews or re-underwriting with respect to the Purchased Assets, for purposes of verifying compliance with Assets and the representations, warranties and specifications made hereunder, or otherwise, related Underlying Assets and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets and Underlying Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer subservicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and Files, the Purchased Assets and Underlying Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review or re-underwriting on some or all of the Purchased Assets and Underlying Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter Any provision hereof to perform such underwriting. Seller agrees to cooperate with the contrary not withstanding, the costs and expenses of Buyer and any third party underwriter its counsel incurred in connection with such underwriting, including, but not limited to, providing Buyer its initial due diligence review or re-underwriting of each Purchased Asset and any third party underwriter with access to any each Underlying Asset and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, other costs and expenses incurred by Buyer in connection with continuing the consummation of any Transaction shall be borne by Seller in an amount not to exceed $7,500.00 with respect to each Purchased Asset. Except as provided in Section 27(g) hereof, all other costs and expenses incurred by Buyer in connection with the consummation of any Transaction shall be borne by Buyer. Any such due diligence on Eligible Assets review or re-underwriting may be conducted by Buyer or a third party appointed by Buyer. Seller agrees to reasonably cooperate with Buyer and Purchased Assetsany third party appointed by Buyer in connection with such due diligence review or re-underwriting.

Due Diligence. Seller acknowledges Sellers and their agents shall give Buyer and Buyer’s counsel, accountants, engineers, insurance carriers, lenders and other representatives (“Buyer’s Representatives”) access to all of Sellers’ properties, books, accounts, contracts, commitments, licenses, site plans, surveys, records and receipts used or useful in connection with the Property or the operation thereof that are in Seller’s possession, and Sellers shall furnish Buyer has the right to perform continuing due diligence reviews with all such information concerning Sellers’ affairs with respect to the Purchased AssetsProperty or the operation thereof as Buyer may reasonably request. Buyer shall indemnify, hold harmless and defend Sellers and Manager from and against any loss, damage, liability or claim for purposes personal injury or property damage and any other loss, damage, liability, claim or lien to the extent arising from the acts at or upon the Property by Buyer or Buyer’s Representatives, INCLUDING ANY SUCH LOSS, DAMAGE OR CLAIM TO WHICH THE NEGLIGENCE OF SELLERS AND/OR MANAGER MAY HAVE CONTRIBUTED, but excluding any such loss, damage or claim if and to the extent caused by the gross negligence or reckless or willful misconduct of verifying compliance Sellers and/or Manager. Buyer understands and agrees that any on-site inspections of the Property shall occur at reasonable times agreed upon by Sellers and Buyer after not less than two (2) business days prior written notice to Sellers and shall be conducted so as not to interfere unreasonably with the representations, warranties operation of the Property and specifications made hereunder, or otherwise, the use of the Property by the tenants and Seller agrees that upon reasonable prior notice the guests of the Hotel. Sellers and/or Manager shall have the right to Sellerhave a representative present during any such inspections. If Buyer desires to do any invasive testing at the Property, Buyer shall do so only after notifying Sellers and obtaining Seller’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed and may be subject to reasonable terms and conditions as may be proposed by Sellers. Buyer shall not permit any liens to attach to the Property by reason of such inspections. Buyer shall (i) restore the Property, at its authorized representatives will own expense, to substantially the same condition which existed prior to any inspections or other activities of Buyer thereon; and (ii) be permitted during normal business hours to examine, inspect, responsible for and make copies and extracts of, the Purchased Asset Files, Servicing Records and pay any and all documentsliens by contractors, recordssubcontractors, agreementsmaterialmen, instruments or information relating to such Purchased Assets in laborers performing the possession inspections or under the control of Seller, Primary Servicer and any other servicer work for Buyer or sub servicer and/or Buyer’s Representatives on or related to the CustodianProperty. Seller agrees to reimburse Buyer for The provisions of this Section 3.04 shall survive any and all reasonable out termination of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files this Agreement and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsClosing.

Due Diligence. Seller acknowledges that Buyer has Subject to Section 14(z) and the right limitations contained in the Pricing Side Letter and the EPF Pricing Side Letter, (i) Purchaser, Agent or any of their respective agents, representatives or permitted assigns shall have the right, upon reasonable prior notice and during normal business hours, to conduct inspection and perform continuing due diligence reviews with respect to of (x) Seller and its Affiliates, directors, officers, employees and significant shareholders, including, without limitation, their respective financial condition and performance of its obligations under the Program Documents, and (y) the Servicing File and the Purchased Assets, for purposes of verifying compliance with the representations, warranties Assets and specifications made hereunder, or otherwise, and (ii) Seller agrees that upon reasonable prior notice promptly to Sellerprovide Purchaser, Buyer or its authorized representatives will be permitted during normal business hours to examineAgent and their respective agents with access to, inspect, and make copies of and extracts of, the Purchased Asset Files, Servicing Records and from any and all documents, records, agreements, instruments or information (including, without limitation, any of the foregoing in computer data banks and computer software systems) relating to such Seller's respective business, operations, servicing, financial condition, performance of their obligations under the Program Documents, the documents contained in the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession possession, or under the control control, of Seller. In addition, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer Purchaser and/or Agent, upon reasonable prior notice and during normal business hours, a knowledgeable financial or accounting officer of Seller for the purpose of answering questions respecting any of the Purchased Asset Files and the Purchased Assetsforegoing. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may Purchaser shall enter into Transactions transactions with Seller based solely upon the information provided by Seller to Buyer Purchaser and/or Agent and the representations, warranties and covenants contained herein, and that BuyerPurchaser and/or Agent, at its option, has shall have the right at any time to conduct a partial itself or complete due diligence review on some through its agents, or all require Seller to conduct quality reviews and underwriting compliance reviews of the Purchased Assetsindividual Mortgage Loans at the expense of Seller. Buyer may underwrite Any such Purchased Assets itself diligence conducted by Purchaser and/or Agent shall not reduce or engage a third party underwriter to perform such underwritinglimit the Seller's representations, warranties and covenants set forth herein. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and reimburse Purchaser and/or Agent for all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, reasonable out‑of‑pocket due diligence costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.pursuant to this Section 36. 1041 4689

Due Diligence. Seller acknowledges that Buyer has The Inspection Period (herein so called) commenced on the right to perform continuing due diligence reviews with respect date hereof and shall continue until the close of business on August 31, 2007. Prior to the Purchased Assetsend of the Inspection Period, for purposes Buyer shall complete its examination of verifying compliance and shall satisfy itself with the representationscondition of title to the Subject Interests at its own expense. However, warranties and specifications made hereunder, or otherwise, and (a) Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer, at Seller’s place of business or elsewhere convenient to Seller, all of Seller's title opinions, certificates of title, abstracts of title, title data, records, files, leases, agreements, declarations, orders, contracts, permits, licenses, easements and other information relating to the Subject Interests and access to each property for a physical inspection, and (b) Seller shall instruct all of its attorneys, contractors, employees, agents and officers to cooperate fully with Buyer and its Representatives and assist them in the due diligence efforts. Seller shall make reasonable efforts to obtain any consents needed under contractual confidentiality provisions, if any, and, in the event said consents are able to be obtained by Seller’s reasonable efforts, furnish Buyer a knowledgeable financial or accounting officer for the purpose copy of answering questions respecting the Purchased Asset Files all gas contracts, gas transportation and the Purchased Assetstreating agreements, operating agreements and all amendments to each. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the The above-described information to be provided by Seller shall be provided for the convenience of Buyer only and shall not form the sole basis of Buyer’s decision to purchase the Subject Interests or in any way alter, alleviate, waive, void or reduce Buyer’s obligation to examine and satisfy itself with the condition of title to the Subject Interests. Seller will, at Seller's expense, use reasonable diligence to obtain all consents and waivers of preferential or other rights to purchase from third parties and governmental authorities as may be reasonably necessary to the conveyance, assignment, and transfer to Buyer and of the representations, warranties and covenants contained Subject Interests. As used herein, “Representative,” with respect to a particular person or entity, means any director, officer, employee, agent, consultant, advisor other representative of such person or entity, including legal counsel, accountants and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetsfinancial advisors.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Seller and Servicer, including, without limitation, financial information, organization documents, business plans, purchase agreements and underwriting purchase models for each pool of Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that (a) upon reasonable prior notice to Seller, unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, of the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer Seller and/or the Custodian. , or (b) upon request, Seller agrees to reimburse Buyer for any shall create and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller deliver to Buyer within thirty (30) calendar days after receipt [***] of such request, an invoice thereforelectronic copy via email to [***], in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Purchased Assets from Seller and enter into additional Transactions with Seller respect to the Mortgage Loans based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties with respect to the Mortgage Loans and otherwise regenerating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and pay all attorneys’ fees, outofpocket costs and expenses incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 19. Buyer may, based on such due diligence on Eligible Assets diligence, require to change contractual terms and Purchased Assets.add protections it deems, in its absolute discretion, necessary to protect its rights in the Mortgage Loans

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect Due to the Purchased Assets, for purposes complexity of verifying compliance with the representations, warranties proposed transactions and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice the Debtor’s duty to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts ofmaximize recoveries from the Sale, the Purchased Asset Files, Servicing Records and any and Debtor shall deliver the Sale Motion to all documents, records, agreements, instruments or information relating parties who are known to such Purchased have expressed an interest in acquiring the Assets in the possession or under the control of Seller, Primary Servicer and any other servicer entity that requests service of the Sale Motion (the “Potential Bidders”). The Sale Motion will invite all Potential Bidders to participate in the Sale. The Debtor may afford any Potential Bidder the time and opportunity to conduct reasonable due diligence; provided such Potential Bidder enters into a confidentiality agreement (the “Confidentiality Agreement”) limiting its use of such information and demonstrates sufficient financial wherewithal, in the Debtor’s discretion, to consummate the Sale. Any Potential Bidder may obtain a copy of the Confidentiality Agreement from Gleacher & Company (“Gleacher”), the Debtor’s financial advisor. Gleacher and the Debtor may, on their own initiative, also send a copy of the Confidentiality Agreement to those parties who have not yet executed one but whom Gleacher or sub servicer and/or the CustodianDebtor has identified as being likely to be interested in making an offer to purchase the Assets and participating in the Auction. Seller agrees to reimburse Buyer Thereafter, the Debtor and Gleacher shall entertain any further reasonable requests for any additional information and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on from any party who has executed the Purchased AssetsConfidentiality Agreement and provided the required satisfactory evidence of financial wherewithal. The Debtor, which shall in its discretion, may deny any such requests for additional information, if, after taking into account, among other things, business factors (such as whether or not the Potential Purchaser is currently a competitor of the Debtor), legal, regulatory, and other considerations, it determines that doing so would not be paid by Seller in the best interests of its estate and creditors or is otherwise contrary to Buyer within thirty (30) calendar days after receipt the goals of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Auction and the Purchased AssetsSale. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at If any time to conduct a partial or complete due diligence review on some or all of material has not previously been provided to the Purchased Assets. Buyer may underwrite Purchaser, then the Debtor shall simultaneously provide such Purchased Assets itself or engage a third party underwriter material to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsPurchaser.

Due Diligence. The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and the Seller, 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 or Buyer has a good faith belief that an Event of Default shall occur, in which case no notice is required, to the Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer the Seller and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from the Seller based solely upon the information provided by the Seller to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of the Seller. The Seller further agrees that the Seller shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 26 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall not exceed $15,000 per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence on Eligible Assets and Purchased Assetsdiligence, at the sole expense of Seller.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer subservicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Seller acknowledges that Buyer has the right to request, at Seller’s expense, an Appraisal for any Mortgaged Property securing a Purchased Loan that shall have been subject to a Credit Event. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, Master Repurchase Agreement Resource Capital 70 warranties and covenants contained herein, and that 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 AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, financial models, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, reasonable out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence Buyer’s activities pursuant to this Section 27 on Eligible Assets and or before the Purchase Date for any Purchased AssetsLoan or within ten (10) days after Buyer shall reject any prospective New Collateral.

Due Diligence. Seller (a) The Fee Qualifying Properties are transferred AS IS, without any representations or warranties, expressed or implied, subject to permitted title exceptions and to the releases set forth in and, if applicable, the Environmental Indemnity Agreement described in paragraph 2.3(f). Buyer acknowledges and agrees that it is relying solely upon its own investigations of the Fee Qualifying Properties. Commencing on the Offering Date, Buyer has shall have forty-five (45) days (the right "Due Diligence Period"), subject to perform continuing extension as expressed in this paragraph 2.3(a) and in paragraph 2.3(b), to physically inspect all of the Fee Qualifying Properties then offered and conduct and review its studies and investigations (the "Pertinent Reports") as to environmental, and material physical and structural condition. Except as expressly otherwise provided in this Agreement, expenses associated with Buyer's due diligence reviews with respect shall be borne by Buyer. Inspections of Leased Qualifying Properties shall be governed solely by the provisions of Article 3 of this Agreement. Seller's files relating to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives all Fee Qualifying Properties will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make made available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the Offering Date at locations designated by Seller. The files will contain all pertinent information provided by Seller in Seller's possession (or the possession of Seller's property manager) relating to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwritingFee Qualifying Properties, including, but not limited towithout limitation, providing Buyer and copies of any third party underwriter with access to any and all documents, available real estate tax records, agreementsoperating expense data, instruments title reports and policies, surveys, environmental studies and reports, appraisals, municipal notices and Permitted Leases, but Seller does not represent or information relating to warrant the completeness or accuracy of such Purchased Assets in the possession, or under the control, information. If Buyer desires an on-site review of Seller. 's files, the dates therefor will be established mutually by Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer.

Due Diligence. Buyer will have until the expiration of the 45th day after the Effective Date of this Agreement (the Inspection and Feasibility Study Period), to conduct all of its inspections and due diligence and satisfy itself regarding title to the Property, and to inspect the Property at Buyer's sole expense and to obtain mortgage financing pursuant to the attached Financing Addendum. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Buyer expressly acknowledges that the sale of the Property as provided for herein is made on an "AS IS" basis, and such provision shall survive closing. Buyer has may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice by certified mail, return receipt requested, or by personal delivery to Seller and escrow holder before the right to perform continuing due diligence reviews with respect expiration of the Inspection and Feasibility Study Period. If this Agreement is not canceled as set forth herein, the First Payment shall be non-refundable unless Seller shall default hereunder or this Agreement is properly cancelled by Buyer pursuant to the Purchased Assetsterms hereof. If Buyer cancels this Agreement as permitted under this Section or Section 16, except for purposes any liabilities under sections 15(a)(iii) and 16(b) of verifying compliance this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be promptly returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the representationsProperty or this transaction, warranties and specifications made regardless of any alleged conduct by Seller or anyone else. Unless Seller shall be in default of any obligation hereunder, or otherwisethis Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives irrevocably will be permitted during normal business hours deemed to examine, inspect, have canceled this Agreement and make copies relinquished all rights in and extracts of, to the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the CustodianProperty. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files If this Agreement is not canceled and the Purchased Assets. Without limiting the generality of the foregoingSecond Payment is made when required, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer Buyer's conditions and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetscontingencies will be deemed satisfied.

Due Diligence. (a) Each Seller Party acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, each Seller Party, Settlement Agents, Approved Appraisers, Approved Investors and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Seller Party agrees that upon reasonable prior notice unless an Event of Default shall have occurred and be continuing, in which case no notice is required, to Sellerany Seller Party, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of Seller, Primary Servicer and a Seller Party. Each Seller Party will use best efforts to cause Third Party Transaction Parties to cooperate with any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by requests of Buyer. Each Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller Party also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re‑generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third LEGAL02/33574838v9 ‑26‑ party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of Seller. The Seller Parties further agrees agree that the Seller Parties shall reimburse Buyer for any and pay all attorneys’ fees, out‑of‑pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets Buyer’s activities pursuant to this Section 17 (“Due Diligence Costs”); provided, the Seller Parties shall not be required to pay Due Diligence Costs incurred by Buyer in excess of the Due Diligence Cap unless a Default or Event of Default has occurred and Purchased Assetsis continuing.

Due Diligence. Seller acknowledges that the Buyer Parties 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 Seller agrees that upon reasonable prior written notice to Seller, the Buyer Agent or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer subservicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to the Buyer Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that the Buyer Parties may enter into Transactions with Seller based solely upon the information provided by Seller to the Buyer Agent and the representations, warranties and covenants contained herein, and that Buyerthe Buyer 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. A Buyer may underwrite such Purchased Assets Loans itself or engage a third third-party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with the Buyer Parties and any third third-party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer Parties and any third third-party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse the Buyer Parties for any and all attorneys’ fees, out-of-pocket costs and expenses reasonably incurred by the Buyer Parties in connection with continuing due diligence on Eligible Assets and Purchased Assetsthe Buyer Parties' activities pursuant to this Section 21.

Due Diligence. Buyer will have twenty-five (25) days from the Effective Date of this Agreement (the “Review Period”) to conduct all of its inspections and due diligence and satisfy itself regarding the Property and this transaction. Buyer agrees to indemnify and hold Seller acknowledges that harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing or termination of this Agreement. Within two (2) business days of the Effective Date of this Agreement, Seller shall provide, to the extent such items are in its possession, the items listed on Exhibit “B” (“Seller’s Materials”). Buyer may cancel this Agreement before the expiration of the Review Period for any reason in its sole discretion by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Review Period. If this Agreement is not cancelled as set forth above, the Xxxxxxx Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any liabilities under the first paragraph of Section 5 of this Agreement and those provisions stating otherwise (which will survive), Escrow Agent (after execution of such documents reasonably requested by Escrow Agent to evidence the termination hereof) shall return to Buyer its Xxxxxxx Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. The Review Period will be deemed satisfied if Buyer has deposited the right to perform continuing due diligence reviews Xxxxxxx Money as required by Section 4 hereof, and this Agreement is not cancelled. Notwithstanding the foregoing with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to SellerReview Period, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within have thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available following the Effective Date to Buyer a knowledgeable financial or accounting officer for secure any necessary financing, upon terms and conditions subject to Buyer’s approval, in his sole discretion (the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets“Financing Contingency Period”). Buyer may underwrite such Purchased Assets itself or engage a third party underwriter extend the Financing Contingency Period by up to perform such underwriting. ten (10) additional days by providing written notice to Seller agrees of Buyer’s election to cooperate extend prior to the expiration of the Financing Contingency Period and depositing an additional $50,000 of nonrefundable Xxxxxxx Money (the “Additional Xxxxxxx Money”) with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets the Title Company in the possessionsame manner described in Section 4(a) above. Buyer may cancel this Agreement before the expiration of the Financing Contingency Period, in the event of Buyer’s failure to secure necessary financing for the contemplated purchase of the Property, by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Financing Contingency Period. If this Agreement is not cancelled as set forth herein, the Xxxxxxx Money shall be non-refundable unless Seller shall default hereunder, or under in the controlevent of a casualty or condemnation, subject to the provisions of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsSection 16.

Due Diligence. Seller Buyer will have until the expiration of the 20th day after delivery of the signed Agreement (the "Review Period"), to conduct all of its inspections and due diligence and satisfy itself regarding title to the Property, and to inspect the Property. Buyer agrees to indemnify and hold harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Buyer expressly acknowledges that the sale of the Property as provided for herein is made on an "AS IS" basis, and such provision shall survive closing. Buyer has may cancel this agreement for ANY REASON in its sole discretion by delivering a cancellation notice by certified mail, return receipt requested, or by personal delivery to Seller and escrow holder before the right expiration of the Review Period. If this Agreement is not canceled as set forth herein, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section or Section 16, except for any title insurance and/or escrow cancellation fees of the escrowee which will be paid by the Buyer, and any liabilities under sections 15(a)(iii) and 16(b) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to perform continuing due diligence reviews with respect to evidence the Purchased Assetstermination hereof) shall be returned its First Payment, for purposes and Buyer will have absolutely no rights, claims or interest of verifying compliance any type in connection with the representationsProperty or this transaction, warranties and specifications made regardless of any alleged conduct by Seller or anyone else. Unless Seller shall be in default of any obligation hereunder, or otherwisethis Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives irrevocably will be permitted during normal business hours deemed to examine, inspect, have canceled this Agreement and make copies relinquish all rights in and extracts of, to the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the CustodianProperty. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files If this Agreement is not canceled and the Purchased Assets. Without limiting the generality of the foregoingSecond Payment is made when required, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer Buyer's conditions and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetscontingencies will be deemed satisfied.

Due Diligence. Seller acknowledges that Buyer Buyer, itself or through a Diligence Provider, has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable (but no less than three (3) Business Days’) prior notice unless an Event of Default has occurred, in which case no notice is required, to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer Seller and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall (i) make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans and (ii) upon Buyer’s reasonable request or upon the occurrence of an Event of Default, provide Buyer with electronic access to view title policies for Mortgage Loans subject to Transactions hereunder. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments instruments, or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of SellerSeller provided that (A) any request for such documents shall be made in writing and shall provide the Seller at least ten (10) Business Days to provide such requested information, and (B) if the Seller objects to the provision to Buyer of any such requested information, Buyer and the Seller shall work in good faith to resolve any such objection. Seller further agrees that Seller shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsXxxxx’s activities pursuant to this Section 16 (“Due Diligence Costs”) in an amount not to exceed the Due Diligence Cap; provided that such Due Diligence Cap shall not apply upon the occurrence of an Event of Default.

Due Diligence. Seller acknowledges agrees to allow Buyer, Buyer’s agent and representatives reasonable access to the Property (to be coordinated with Seller’s personnel or its agent, during business hours) during the period commencing on the Effective Date hereof and extending to the Closing, (“the Due Diligence Period”) for purposes of any non-intrusive physical and environmental inspection of the Property and review of the Leases, expenses and other due diligence matters (the "Due Diligence Inspections"). Buyer shall not conduct or allow any physically intrusive testing of, on or under the Property (other than sampling building materials for asbestos or lead content and other testing required by Buyer’s financing source) without first obtaining Seller’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed as to the timing and scope of work to be performed. Upon execution of this Agreement, Seller will cause to be made available to Buyer for inspection the following information to the extent available to Seller or its agents concerning the Property and its operation which Buyer, Buyer’s financing source, or their respective representatives shall reasonably request: all documents referred to in this Agreement; the Service Contracts; copies of all permits, licenses or governmental approvals necessary for, or convenient to, the operation of the Property; copies of all guarantees and warranties; copies of all environmental audits or reports, soils reports and engineered foundation reports; any geophysical records, data or reports; reports of any engineers or experts as they relate to the coal or other minerals regarding the Property in Seller’s files, possession or control; surveys; and any other information requested by Buyer, Buyer’s financing source, or their respective representatives. If Buyer is reasonably satisfied that the results of the Due Diligence Inspections indicate a material decrease in the value or use of the Property of which Buyer has was not previously aware, Buyer shall have the right to perform continuing due diligence reviews with respect terminate this Agreement. This Agreement shall terminate if Buyer sends written notice to Seller setting forth the issue discovered pursuant to the Purchased AssetsDue Diligence Inspections on or before 5:00 p.m. (Denver, for Colorado time) of the 30th day after the Effective Date. If Buyer does provides such notice, this Agreement shall be terminated unless the parties mutually agree on a resolution of the issues, and the parties shall be relieved of all further obligations hereunder. For purposes of verifying compliance with the representationsthis Agreement, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which material decrease shall be paid by Seller to Buyer within thirty mean more than Three Hundred Thousand Dollars (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets$300,000.00).

Due Diligence. Seller acknowledges that Buyer 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 determining or re-determining the Asset Base Component for purposes of Section 4 of this Agreement, or otherwise, and Seller agrees that upon Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Assets, including, without limitation, ordering new credit reports and Appraisals on the applicable collateral (subject to Section 12(g)(vi)) and otherwise regenerating the information used to originate such Purchased Assets. Upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such any Purchased Assets Asset in the possession or under the control of Seller, Primary Servicer and any other servicer or sub sub-servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Files, the Servicing Records and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing Buyer 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 such Seller. Seller further agrees that Seller shall to reimburse Buyer for any and all reasonable attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets, including, without limitation, the cost of annual updated Appraisals on the Mortgaged Properties and Diligence Fees.

Due Diligence. (a) Seller acknowledges that that, so long as no Event of Default is then continuing (at reasonable times and upon reasonable prior notice), Buyer 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 determining or re- determining the Asset Base Component for purposes of Section 4 of this Agreement, or otherwise, and Seller agrees that upon Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Assets, including, without limitation, ordering new credit reports and Appraisals (subject to Section 12(g)(vi) hereof) on the applicable collateral and otherwise regenerating the information used to originate such Purchased Assets. Upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such any Purchased Assets Asset in the possession or under the control of Seller, Primary Servicer and any other servicer or sub sub-servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make reasonably available to Buyer a knowledgeable financial or accounting officer for the purpose of financial or accounting answering questions respecting the Purchased Asset Files Files, the Servicing Records and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller Xxxxxx agrees to reasonably cooperate with Buyer Xxxxx and any third party underwriter designated by Xxxxx in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Seller further Xxxxxx agrees that Seller shall to reimburse Buyer for any and all reasonable out-of-pocket attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets, including, without limitation, the cost of annual updated Appraisals on the Mortgaged Properties and Diligence Fees in accordance with this Agreement.

Due Diligence. Seller acknowledges that Buyer 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 determining or re-determining the Asset Base for purposes of Section 4 of this Agreement, or otherwise, and Seller agrees that upon Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Assets, including, without limitation, ordering new credit reports and Appraisals on the applicable collateral and otherwise regenerating the information used to originate such Purchased Assets. Upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such any Purchased Assets Asset in the possession or under the control of Seller, Primary Servicer and any other servicer or sub sub-servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Files, the Servicing Records and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Seller further agrees that Seller shall to reimburse Buyer for any and all reasonable attorneys’ fees, out-of-pocket costs and out-of-pocket expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets, including, without limitation, Diligence Fees and the cost of annual updated Appraisals on the Mortgaged Properties.

Due Diligence. Seller acknowledges that Buyer has will have until the right expiration of the fifth business day (The "Review Period") after delivery of each of following items, to perform continuing be supplied by Seller, to conduct all of its inspections and due diligence reviews with respect and satisfy itself regarding each item, the Property, and this transaction. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, Entire Property or otherwise, and Seller agrees that upon reasonable prior notice to Seller, persons caused by Buyer or its authorized representatives will be permitted during normal business hours agents arising out of such physical inspections of the Entire Property. (a) The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to examinepermanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property. (d) Lease (as further set forth in paragraph 11(a) below) of the Entire Property showing occupancy date, inspectlease expiration date, rent, and make Guarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. Buyer Initial: /s/ TSO Purchase Agreement for Rio Bravo-St. Paul, MN It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and extracts ofAEI Real Estate Fund 85-A Limited Partnership and dated on escrow closing date be delivered to the Seller on the closing date. Buyer may cancel this agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the Purchased Asset FilesFirst Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, Servicing Records except for any escrow cancellation fees and any and all documentsliabilities under sections 15(a) of this agreement (which will survive), records, agreements, instruments or information relating to Buyer (after execution of such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer within thirty (30) calendar days after receipt will have absolutely no rights, claims or interest of an invoice thereforany type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyermay, at its option, has retain the right at any time First Payment and declare this Agreement null and void, in which event Buyer will be deemed to conduct a partial have canceled this Agreement and relinquish all rights in and to the Property or complete due diligence review on some or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the Second Payment is made when required, all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer Buyer's conditions and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetscontingencies will be deemed satisfied.

Due Diligence. Each Seller Party acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsAsset and the Underlying Mortgage Loans and each Seller Party, Guarantor and each Servicer, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Seller Party agrees that (a) upon reasonable prior written notice to Sellersuch Seller Party unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, of the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to the Purchased Asset and such Purchased Assets Underlying Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer such Seller Party and/or the Custodian. , or (b) upon request, such Seller agrees to reimburse Buyer for any Party shall create and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller deliver to Buyer within thirty ten (3010) calendar days after receipt Business Days of an invoice thereforsuch request, in electronic form, in a format agreed upon by Buyer and Seller Parties, of such Due Diligence Documents as Buyer may request. Each Seller Party also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Asset, the Mortgage Files and the Purchased AssetsUnderlying Mortgage Loans. Without limiting the generality of the foregoing, each Seller Party acknowledges that Buyer may (with respect to the Uncommitted Amount) and shall (with respect to the Committed Amount) enter into Transactions transactions with Seller Parties in respect of the Purchased Asset and Underlying Mortgage Loans based solely upon the information provided by Seller Parties to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsAssets and the Underlying Mortgage Loans subject to a Transaction, including, without limitation (but not in the ordinary course of business) (x) ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and (y) otherwise re-generating the information used to originate such Underlying Mortgage Loans provided that the actions set forth in clauses (x) and (y) shall be undertaken by Buyer with Seller’s consent, not to be unreasonably withheld or delayed; provided however that Seller’s consent shall not be required following the occurrence of an Event of Default. Buyer may underwrite such Purchased Assets Underlying Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller Party agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Underlying Mortgage Loans in the possession, or under the control, of Sellersuch Seller Party. Seller further agrees that Seller shall reimburse Buyer for any pay all reasonable and all attorneys’ fees, documented out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets Buyer’s activities pursuant to this Section 20 (“Due Diligence Costs”) in an amount not to exceed the Due Diligence Cap per calendar year; provided that the Due Diligence Cap shall not apply upon the occurrence and Purchased Assetscontinuance of an Event of Default.

Due Diligence. Purchasers, Agent, Verification Agent or any of their respective agents, representatives or permitted assigns upon reasonable prior notice and during normal business hours, shall (x) have the right once per year to conduct inspection and perform onsite due diligence reviews of Seller acknowledges that Buyer has and its directors, officers and employees, including, without limitation, Seller’s financial condition and performance of its obligations under the Program Documents (“Onsite Diligence”), and (y) have the right to conduct inspection and perform continuing due diligence reviews with respect to of the Servicing File and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and . Seller agrees that upon reasonable prior notice promptly to Sellerprovide Purchasers, Buyer or its authorized representatives will be permitted during normal business hours to examineAgent, inspectVerification Agent and their respective agents with access to, and make copies of and extracts of, the Purchased Asset Files, Servicing Records and any and all from reasonably requested documents, records, agreements, instruments or information (including, without limitation, any of the foregoing in computer data banks and computer software systems) relating to such Seller’s respective business, operations, servicing, financial condition, performance of their obligations under the Program Documents, the documents contained in the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession possession, or under the control control, of Seller. In addition, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer Purchasers, Verification Agent and/or Agent, upon reasonable prior notice and during normal business hours, a knowledgeable financial or accounting officer of Seller for the purpose of answering questions respecting any of the Purchased Asset Files and the Purchased Assetsforegoing. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may Purchasers shall enter into Transactions transactions with Seller based solely upon the information provided by Seller to Buyer Purchasers, Verification Agent and/or Agent and the representations, warranties and covenants contained herein, and that BuyerPurchasers and/or Agent, at its option, has shall have the right at any time to conduct a partial itself or complete due through its agents, or require Seller to conduct quality reviews and underwriting compliance reviews of the individual Mortgage Loans at the expense of Seller. Any such diligence review on some conducted by Purchasers, Verification Agent and/or Agent shall not reduce or all limit the Seller’s representations, warranties and covenants set forth herein. Notwithstanding anything to the contrary contained above, Purchaser shall have the right at any time to conduct inspection and diligence of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter and Assets proposed to perform such underwritingbe sold hereunder, and the loan and servicing files relating thereto from time to time as requested by the Purchaser. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwritingreimburse Purchasers, including, but not limited to, providing Buyer and any third party underwriter with access to any and Verification Agent and/or Agent for all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, reasonable out-of-pocket due diligence costs and expenses (including without limitation the Onsite Diligence) incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetspursuant to this Section 36.

Due Diligence. (a) Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Seller, Settlement Agents, Approved Investors and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees will use best efforts to reimburse Buyer for cause Third Party Transaction Parties to cooperate with any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt requests of an invoice thereforBuyer. Seller shall also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of Seller. Seller further agrees that Seller it shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 17.

Due Diligence. Seller acknowledges that Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to perform continuing due diligence reviews terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer's representatives and agents shall have the right to enter upon Property at Buyer's expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer's acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and Property at all reasonable out of pocket costs times and expenses incurred by Buyer shall cooperate with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time ’s efforts to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwritinginspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer hold Seller harmless from and any third party underwriter with access to against any and all documentsclaims, recordsinjuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, agreementshowever, instruments Buyer’s indemnity obligations shall not extend to any claims, injuries or information damages resulting from or relating to such Purchased Assets in (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the possessionProperty that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or under before 11:59 p.m. Eastern time on the controllast day of the Due Diligence Period, of Seller. Seller further agrees that Seller shall reimburse if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the Eaxxxxx Xoney to Buyer, and all attorneys’ fees, costs and expenses incurred by Buyer neither party shall have any further obligations or liability under this Agreement except as expressly provided in connection with continuing due diligence on Eligible Assets and Purchased Assetsthis Agreement.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect may perform, at its sole cost and expense, examinations and inspections relative to the Purchased Assetseconomic and physical feasibility of the Real Property as Buyer determines in its sole and absolute discretion, for purposes including, without limitation, engineering studies, wetland delineation, market analysis, financial feasibility analysis including the availability of verifying compliance with the representations, warranties and specifications made hereunder, or otherwisefinancing, and Seller agrees that upon reasonable prior notice to Seller, environmental assessments of the Real Property (“Tests”). Buyer or shall promptly commence and diligently proceed with its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the CustodianTests. Seller agrees to reimburse promptly provide Buyer with all readily available property information to assist in the conduct of Xxxxx’s due diligence, including without limitation the Documents (as that term is defined herein). Buyer and its duly authorized agents will, pursuant to Section 4(i), have the right during the period from the Effective Date until the Closing Date, to enter in and upon the Real Property to complete its due diligence, including without limitations, completing the Tests. If such Tests reveal any condition or circumstances which Xxxxx finds objectionable for any reason, in Xxxxx’s sole and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assetsabsolute discretion, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, Xxxxx has the right and option to terminate this Agreement by written notice delivered to Seller on or before the Condition Date as set forth herein, at any which time the Xxxxxxx Money will be refunded to conduct a partial Buyer, and this Agreement will be of no further force or complete due diligence review on some or all effect. Within five (5) days of the Purchased Assets. Effective Date, Seller will provide to Buyer may underwrite such Purchased Assets itself all documents in Seller’s current possession or engage a third party underwriter reasonable control, relevant to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwritingthe Real Property, including, but not limited towithout limitation, providing Buyer and any third party underwriter with access to municipal or governmental approvals for the Real Property, any and all documentsnotices or correspondence from any governmental agency, recordsresolutions, agreementsagendas, instruments or information relating to such Purchased Assets in the possessionstaff reports, studies, analysis, tax statements, permits, soil reports, environmental assessment, leases, surveys, appraisals, or under any other documents relevant to the control, of SellerReal Property (“Documents”). Seller further agrees that Seller shall reimburse The Condition Date will be extended one (1) day for every day the Documents are not delivered to Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetsbeyond the five (5) day period set forth herein.

Due Diligence. Seller acknowledges that Buyer has (A) During the right Due Diligence Period, Purchaser or Purchaser's representative shall have the right, at its sole risk and expense, to perform continuing conduct an inspection and examination of the Property and all matters (including environmental and land use matters) relating to the Property as Purchaser shall require, other than title examination which shall be governed under Paragraph 5 of the Agreement. All inspection fees, appraisal fees, engineering fees, legal costs, and other expenses of any kind incurred by Purchaser relating to such due diligence reviews will be solely Purchaser's expense. Seller shall cooperate with respect Purchaser in all reasonable respects at no cost to Seller. In conducting any due diligence hereunder, Purchaser will treat, and will require any representative of Purchaser to treat, all information obtained by Purchaser pursuant to the Purchased Assets, for purposes terms of verifying compliance this Agreement as strictly confidential. Although Purchaser may search the applicable public records in connection with the representations, warranties inspections and specifications made hereunderexaminations referred to above, or otherwisein order to ascertain or confirm the quality of title to the Property, Purchaser shall not under any circumstances cause the Property to be inspected by any governmental authority prior to Closing. Purchaser agrees to indemnify and hold Seller, tenants, and Seller agrees that upon reasonable prior notice to Sellertheir contractors, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, agents and make copies and extracts of, the Purchased Asset Files, Servicing Records and employees harmless from any and all documentsinjuries, recordslosses, agreementsliens, instruments claims, judgments, liabilities, costs, expenses or information relating to such Purchased Assets in the possession damages (including reasonable attorneys' fees and court costs) sustained by or under the control of Seller, Primary Servicer and any other servicer threatened against Seller which result from or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable arise out of pocket costs and expenses incurred by Buyer with respect to continuing any due diligence on the Purchased Assets, which shall be paid by Seller Purchaser or its representatives pursuant to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetsthis Rider.

Due Diligence. Seller acknowledges that Buyer 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 determining or re-determining the Asset Base for purposes of Section 4 of this Agreement, or otherwise, and Seller agrees that upon Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Assets, including, without limitation, ordering new credit reports and Appraisals on the applicable collateral and otherwise regenerating the information used to originate such Purchased Assets. Upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such any Purchased Assets Asset in the possession or under the control of Seller, Primary Servicer and any other servicer or sub sub-servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Files, the Servicing Records and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Subject to Section 12(g)(vi), Seller further agrees that Seller shall to reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets, including, without limitation, the cost of annual updated Appraisals on the Mortgaged Properties and Diligence Fees.

Due Diligence. (1) Commencing on the Effective Date, Buyer and its engineers, architects, and other agents shall have a period of forty-five (45) days (the “Due Diligence Period”) within which to undertake such physical inspections and other investigations of, and inquiries concerning, the Property as may be necessary in order for Buyer to evaluate the physical characteristics of the Property, including environmental conditions, as well as such other matters as may be deemed by Buyer to be reasonably necessary to generally evaluate the Property and determine the feasibility and advisability of Buyer’s purchase of the Property for Buyer’s intended use. In the event Buyer determines in its reasonable discretion, that the Property is not suitable for Buyer's intended use, Buyer may by notice given to Seller acknowledges prior to expiration of the Due Diligence Period, terminate this Contract. In the event that during the existing Due Diligence Period Buyer reasonably concludes (i) that the Property is not in compliance with applicable federal, state and local environmental laws (“Environmental Laws”), or (ii) that hazardous substances or toxic materials regulated by Environmental Law exist on the Property in quantities that violate applicable laws governing such materials or substances (each of the foregoing, an “Environmental Condition”), then in either event the Buyer shall have the right to extend the Due Diligence Period for an additional thirty (30) days (the “Extended Diligence Period”) for the sole purpose of assessing the cost to remediate or otherwise resolve the Environmental Condition(s), which right shall be exercisable by written notice to Seller on or before the expiration of the existing Due Diligence Period, together with reasonable evidence of such Environmental Condition. Should Buyer deliver to Seller, prior to the expiration of the Extended Diligence Period, reasonable evidence that the cost to remediate or otherwise resolve the Environmental Condition(s) will exceed $100,000.00, together with a written notice of termination, this Contract shall terminate, whereupon the Deposit shall be refunded to Buyer. Should, however, Buyer deliver to Seller, prior to the expiration of the Extended Diligence Period, reasonable evidence that the cost to remediate or otherwise resolve the Environmental Condition(s) will be $100,000 or less, together with a written notice of termination, the Buyer has the right to perform continuing due diligence reviews with respect to terminate the Purchased Assets, for purposes of verifying compliance with Contract and the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice Deposit shall be forfeited to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. Seller acknowledges that Buyer each of the Administrative Agent and the Buyers 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 Seller agrees that upon reasonable prior notice to Seller, Buyer Administrative Agent or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub sub-servicer and/or the Custodian. Seller Xxxxxx agrees to reimburse Buyer Administrative Agent for any and all reasonable out of out-of-pocket costs and expenses incurred by Buyer Administrative Agent with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer Administrative Agent within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer Administrative Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer Administrative Agent may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer Administrative Agent and the representations, warranties and covenants contained herein, and that BuyerAdministrative 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. Buyer Administrative Agent may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller Xxxxxx agrees to cooperate with Buyer Administrative Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer Administrative Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer Administrative Agent for any and all reasonable attorneys’ fees, costs and expenses incurred by Buyer Administrative Agent in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. Seller acknowledges The Sellers acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and the Sellers, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees the Sellers agree that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Sellerthe Sellers, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer the Sellers and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller The Sellers also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges the Sellers acknowledge that Buyer may enter into Transactions with Seller purchase Mortgage Loans from the Sellers based solely upon the information provided by Seller the Sellers to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker's price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees The Sellers agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of Sellerthe Sellers. Seller The Sellers further agrees agree that Seller the Sellers shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer's activities pursuant to this Section 27 ("Due Diligence Costs"); provided, that such Due Diligence Costs shall not exceed $20,000 per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence on Eligible Assets and Purchased Assetsdiligence, at the sole expense of Sellers without regard to the dollar limitation set forth herein.

Due Diligence. Seller acknowledges The Sellers acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and the Sellers, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees the Sellers agree that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Sellerthe Sellers, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer the Sellers and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller The Sellers also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges the Sellers acknowledge that Buyer may enter into Transactions with Seller purchase Mortgage Loans from the Sellers based solely upon the information provided by Seller the Sellers to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees The Sellers agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of Sellerthe Sellers. Seller The Sellers further agrees agree that Seller the Sellers shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 27 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall not exceed $25,000 per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence on Eligible Assets and Purchased Assetsdiligence, at the sole expense of Sellers without regard to the dollar limitation set forth herein.

Due Diligence. Seller acknowledges that Buyer has the right right, at its own cost and expense except as provided in the fourth sentence of this Section 20, to perform reasonable continuing due diligence reviews with respect to the Purchased Assets, Assets and the related Underlying Assets for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets and Underlying Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer subservicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and Files, the Purchased Assets and Underlying Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets and Underlying Assets. Any provision hereof to the contrary not withstanding and except as provided in the following sentence with respect to the underwriting of Purchased Assets by Buyer or its designee, Seller shall pay the initial $7,500 (per Underlying Asset) of the reasonable costs and expenses of Buyer and its counsel incurred in connection with that portion of its due diligence review intended to satisfy it that the statements set forth in Exhibit VI and/or Exhibit VII, as applicable, are true and correct with respect to each Underlying Asset. Buyer may underwrite such Purchased Assets and Underlying Assets itself or or, at its own cost and expense, engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets and Underlying Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and each Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Seller agrees that upon reasonable (but no less than three (3) Business Day’s) prior notice unless an Event of Default shall have occurred or Buyer has a good faith belief that an Event of Default shall occur, in which case no notice is required, to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer a Seller and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from a Seller based solely upon the information provided by a Seller to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of such Seller. Each Seller further agrees that Seller the Sellers shall reimburse Buyer for any and pay all attorneys’ fees, reasonable out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 27 (“Due Diligence Costs”).

Due Diligence. Seller acknowledges that Buyer 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 Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within have thirty (30) calendar days after receipt from the Effective Date of an invoice thereforthis Agreement (the “Review Period”) to conduct all of its inspections and due diligence and satisfy itself regarding the Property and this transaction. Xxxxx agrees to indemnify and hold Seller also shall make available harmless for any loss or damage to the Property or persons caused by Buyer a knowledgeable financial or accounting officer for the purpose its agents arising out of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality such physical inspections of the foregoingProperty, and this indemnity shall survive Closing or termination of this Agreement. Within ten (10) days of the Effective Date of this Agreement, Seller acknowledges that shall provide, to the extent such items are in its possession, the items listed on Exhibit “B” (“Seller’s Materials”). Buyer may enter into Transactions with cancel this Agreement before the expiration of the Review Period for any reason in its sole discretion by delivering a cancellation notice to Seller based solely upon and Closing Agent prior to the information provided expiration of the Review Period. If this Agreement is not cancelled as set forth above, the Xxxxxxx Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of section 6 of this Agreement and those provisions stating otherwise (which will survive), Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall return to Buyer its Xxxxxxx Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the representationsProperty or this transaction, warranties and covenants contained hereinregardless of any alleged conduct by Xxxxx, and that Seller or anyone else. If Xxxxx fails to close this transaction at no fault of Seller, Buyer will be irrevocably deemed in default of this Agreement. Upon default by Buyer, at Seller may, as its option, has retain the right at any time Xxxxxxx Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to conduct a partial or complete due diligence review on some or have cancelled this Agreement and relinquish all of rights in and to the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possessionProperty, or under Seller may exercise its rights hereunder. The Review Period will be deemed satisfied if Buyer has deposited the controlXxxxxxx Money as required by Section 4 hereof, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetsthis agreement is not cancelled.

Due Diligence. Seller acknowledges that Buyer has will have thirty (30) days from the right Effective Date of this Agreement (the "Review Period") to perform continuing conduct all of its inspections and due diligence reviews and satisfy itself regarding the Property and this transaction. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing or termination of this Agreement. Within five (5) business days of the Effective Date of this Agreement, Seller shall provide, to the extent such items are in its possession, the items listed on Exhibit "B" ("Seller's Materials"). Buyer may cancel this Agreement before the expiration of the Review Period for any reason in its sole discretion by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Review Period. If this Agreement is not cancelled as set forth above, the Xxxxxxx Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of section 6 of this Agreement and those provisions stating otherwise (which will survive), Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall return to Buyer its Xxxxxxx Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. If Buyer fails to close this transaction at no fault of Seller, Buyer will be irrevocably deemed in default of this Agreement. Upon default by Buyer, Seller may, as its option, retain the Xxxxxxx Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have cancelled this Agreement and relinquish all rights in and to the Property, or Seller may exercise its rights hereunder. If this Agreement is not cancelled and the Xxxxxxx Money is deposited by Buyer as required by Section 4 hereof, the Review Period will be deemed satisfied by Buyer and shall be deemed to have expired as provided in Section 4. Notwithstanding the foregoing with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to SellerReview Period, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.have forty-five

Due Diligence. The Seller acknowledges that Buyer the Purchaser has the right to perform continuing due diligence and other reviews with respect to the Note and the other Purchased AssetsItems and the Seller, the Guarantor and the Pledgor for purposes of verifying compliance with the representations, warranties warranties, covenants, agreements and specifications made hereunder, under the Repurchase Documents, the Asset Documents or otherwise, and the Seller agrees that on behalf of itself and the Guarantor and the Pledgor that, upon reasonable (but no less than one (1) Business Day’s) prior notice, unless an Event of Default shall have occurred, in which case no notice is required, to the Seller, Buyer as applicable, the Purchaser or its authorized representatives will shall be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Filesbooks and records of the Seller, Servicing Records the Guarantor and/or the Pledgor and any and all documents, records, agreements, instruments or information relating to such the Note and the other Purchased Assets Items in the possession or under the control of the Seller, Primary Servicer the Guarantor, the Pledgor and any other servicer or sub servicer and/or Affiliates of the Custodianforegoing. Seller agrees to reimburse Buyer for any The Seller, the Guarantor and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller Pledgor also shall make available to Buyer the Purchaser a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Seller, the Guarantor and the Pledgor, the Note and the other Purchased AssetsItems and the Seller’s, the Guarantor’s and the Pledgor’s books and records. Without limiting The Seller, the generality Guarantor and the Pledgor shall also make available to the Purchaser any accountants or auditors of the foregoingSeller, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer Guarantor and the representations, warranties Pledgor to answer any questions or provide any documents as the Purchaser may require. The Seller shall also cause NRFC Luxembourg and covenants contained herein, each servicer or trustee with respect to the Note and that Buyerthe other Purchased Items to cooperate with the Purchaser by permitting the Purchaser to conduct due diligence reviews of files of XXXX Xxxxxxxxxx and each such servicer or trustee relating to the Note and the other Purchased Items to the extent such reviews are permitted under the terms of the Asset Documents. The Purchaser, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Note and the other Purchased AssetsItems 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 Note and the other Purchased Items. Buyer The Purchaser may underwrite such Note and the other Purchased Assets Items itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to reasonably cooperate with Buyer the Purchaser and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer the Purchaser and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Note and the other Purchased Assets Items in the possession, or under the control, of the Seller. Seller further agrees that The Seller shall reimburse Buyer for any and pay all attorneys’ fees, out—of—pocket costs and expenses incurred by Buyer Purchaser in connection with continuing due diligence on Eligible Assets and Purchased Assetsthe Purchaser’s activities pursuant to this Section 27.

Due Diligence. Seller acknowledges that A. Due Diligence Investigations. Buyer has shall have until 5:00 p.m. (C.S.T.) on the right date which is forty (40) days after the Effective Date (the "INSPECTION PERIOD") at its expense to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties such inspections and specifications made hereunder, or otherwisetesting, and Seller agrees that upon reasonable prior notice to Sellerconduct such other studies, as Buyer deems necessary or advisable in order to determine the feasibility of Buyer's purchase of the Property. Commencing on or before the Effective Date, Buyer or its authorized representatives will be permitted during normal business hours to examineshall, inspectat Buyer's sole expense, (i) commission a comprehensive engineering study of the Property (including specifications of all fireproofing) and an appropriate environmental survey and audit of the Property, and make copies (ii) commence a comprehensive legal and extracts of, accounting review of the Purchased Asset Files, Servicing Records and any Property and all documentsleases and other documents pertinent thereto; and Buyer shall exercise reasonable diligence to cause such studies to be diligently, records, agreements, instruments or information relating continuously and expeditiously prosecuted to such Purchased Assets in completion. In the possession or under event Buyer determines that the control purchase of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred Property by Buyer with respect to continuing due diligence on is not feasible, Buyer shall so notify Seller in writing within said Inspection Period, whereupon the Purchased Assets, which Deposit shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller returned to Buyer and this Agreement shall be terminated. If Buyer does not terminate this Agreement by written notice to Seller before the representationsexpiration of the Inspection Period, warranties as hereinabove provided, then Buyer shall be conclusively presumed to have waived its right to terminate this Agreement as provided in this paragraph 5. Buyer and covenants contained hereinits agents and representatives shall have a non-exclusive right to enter upon the Property during the Inspection Period for inspection, surveys, soil tests, hazardous substances/environmental studies, engineering and feasibility studies, zoning, and land-use plan analysis; provided that BuyerBuyer shall provide to Seller reasonable advance notice of any activities of Buyer or any agent, at its optionrepresentative or contractor of Buyer on the Property, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees provided that Seller shall reimburse be afforded the opportunity to have a representative of Seller accompany and observe the activities of Buyer for or any and all attorneys’ feessuch agent, costs and expenses incurred by representative or contractor of Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetsthe Property.

Due Diligence. Each of Seller and Guarantor acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller Parties, the Guarantor, the Servicer, the Purchased Assets, Pledged Assets, Underlying Mortgage Loans subject to any Transaction and Underlying REO Property in connection with any Transaction or otherwise pledged hereunder, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each of Seller and Guarantor agrees that (a) upon reasonable prior notice to SellerSeller unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, of the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Assets, Pledged Assets, Underlying Mortgage Loans, Underlying REO Properties of the Seller (the “Due Diligence Documents”) in the possession or under the control of Seller, Primary Guarantor, Servicer and any other servicer or sub servicer and/or the Custodian. , or (b) upon request, Seller agrees to reimburse Buyer for any shall create and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller deliver to Buyer within thirty twenty (3020) calendar days after receipt of such request, an invoice thereforelectronic copy on CD or DVD, in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and Files, the Purchased Assets, the Pledged Assets, the Underlying REO Property and the Underlying Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that 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 Assets, Pledged Assets, Underlying Mortgage Loans subject to a Transaction or Underlying REO Properties pledged in connection with a Transaction, including, without limitation, ordering appraisals or BPOs, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan, performing compliance, legal, credit and servicing file reviews, as well as reviews of claim history and files with FHA, VA and USDA and verification of FHA Mortgage Insurance in place, VA Loan Guaranty Agreement in place and USDA guaranty in place. Buyer may underwrite due diligence such Purchased Assets Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties itself or engage a mutually agreed upon third party underwriter due diligence firm to perform such underwritingdue diligence, subject to such third party due diligence firm executing the Buyer’s standard form of non-disclosure agreement. Seller agrees to cooperate with Buyer and any third party underwriter due diligence firm in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter due diligence firm with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties in the possession, or under the control, of SellerSeller provided, however, that unless an Event of Default has occurred and is continuing, such on-site visits and/or on-site examinations shall be limited to one (1) per calendar year. Seller further agrees that Seller shall reimburse Buyer for any and pay all attorneys’ fees, reasonable third-party out-of-pocket costs and expenses incurred by Buyer in connection with continuing Xxxxx’s activities pursuant to this Section 21 (“Due Diligence Costs”) in an amount not to exceed the Due Diligence Cap per calendar year; provided that the Due Diligence Cap shall not apply upon the occurrence and continuance of an Event of Default. In addition, the Buyer may perform corporate level due diligence on Eligible Assets the Seller and Purchased AssetsServicer, provided, however, that prior to the occurrence and continuation of an Event of Default the Seller shall not be required to pay for such corporate level due diligence more than once per annum (which due diligence shall also be subject to the Due Diligence Cap; provided that the Due Diligence Cap shall not apply upon the occurrence and continuance of an Event of Default).

Due Diligence. Seller acknowledges that Buyer has In addition to Purchaser’s rights under Section 3(j), Purchaser, Agent or any of their respective agents, representatives or permitted assigns shall have the right right, upon reasonable prior notice and during normal business hours, to conduct inspection and perform continuing due diligence reviews with respect to of (x) Seller and its Affiliates, directors, officers, employees and significant shareholders, including, without limitation, their respective financial condition and performance of its obligations under the Program Documents, and (y) the Servicing File and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and . Seller agrees that upon reasonable prior notice promptly to Sellerprovide Purchaser, Buyer or its authorized representatives will be permitted during normal business hours to examineAgent and their respective agents with access to, inspect, and make copies of and extracts of, the Purchased Asset Files, Servicing Records and from any and all documents, records, agreements, instruments or information (including, without limitation, any of the foregoing in computer data banks and computer software systems) relating to such Seller’s respective business, operations, servicing, financial condition, performance of their obligations under the Program Documents, the documents contained in the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession possession, or under the control control, of Seller. In addition, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer Purchaser and/or Agent, upon reasonable prior notice and during normal business hours, a knowledgeable financial or accounting officer of Seller for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may Purchaser shall enter into Transactions transactions with Seller based solely upon the information provided by Seller to Buyer Purchaser and/or Agent and the representations, warranties and covenants contained herein, and that BuyerPurchaser and/or Agent, at its option, has shall have the right at any time to conduct a partial itself or complete due diligence review on some through its agents, or all require Seller to conduct quality reviews and underwriting compliance reviews of the Purchased Assetsindividual Mortgage Loans at the expense of Seller. Buyer may underwrite Any such Purchased Assets itself diligence conducted by Purchaser and/or Agent shall not reduce or engage a third party underwriter to perform such underwritinglimit the Seller’s representations, warranties and covenants set forth herein. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and reimburse Purchaser and/or Agent for all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, reasonable out-of-pocket due diligence costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetspursuant to this Section 36.

Due Diligence. (a) The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and the Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to the Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer the Seller and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from the Seller based solely upon the information provided by the Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of the Seller. The Seller further agrees that the Seller shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 17 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall not exceed $30,000 (“Due Diligence Cap”) per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence on Eligible Assets and Purchased Assetsdiligence, at the sole expense of Seller without regard to the Due Diligence Cap set forth herein.

Due Diligence. Seller acknowledges that Upon execution of this Agreement until the Closing, Sellers shall make the Records relating to the Interests available to Buyer has for examination and copying by Buyer, and shall grant Buyer access to the right Interests for inspection. Sellers shall not be obligated to perform continuing due diligence reviews any title work or provide abstracts other than those presently in Sellers’ possession, nor will any existing title opinions be made current by Sellers. Sellers will use reasonable business efforts to furnish to Buyer all other information with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Interests as Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any from time to conduct a partial or complete due diligence review on some or all of time reasonably request, except to the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage extent that Sellers determine in good faith that it is prohibited by agreement with a third party underwriter from disclosing the information covered thereby; provided, that Sellers shall exercise reasonable business efforts to perform obtain all third party consents to such underwritingdisclosure. Seller Buyer agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing conduct due diligence on Eligible Assets in a professional and Purchased Assets.orderly manner and at Buyer’s own cost and expense without disruption of Sellers’ normal and usual operations. EXCEPT AS OTHERWISE SET FORTH IN SECTION 4.3, BUYER RECOGNIZES AND AGREES THAT ALL MATERIALS MADE AVAILABLE TO IT IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY, WHETHER MADE AVAILABLE PURSUANT TO THIS SECTION OR OTHERWISE, ARE MADE AVAILABLE TO IT AS AN ACCOMMODATION, AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND AS TO THE ACCURACY AND COMPLETENESS OF SUCH MATERIALS. NO WARRANTY OF ANY KIND IS MADE BY SELLERS AS TO THE INFORMATION SUPPLIED TO BUYER OR WITH RESPECT TO INTERESTS TO WHICH THE INFORMATION RELATES, AND BUYER EXPRESSLY AGREES THAT ANY CONCLUSIONS DRAWN THEREFROM SHALL BE THE RESULT OF

Due Diligence. Seller acknowledges that Buyer has Each Purchaser, Agent, any Verification Agent or any of their respective agents, representatives or permitted assigns shall have the right right, upon reasonable prior notice and during normal business hours, to conduct inspection and perform continuing due diligence reviews with respect to of (x) Seller and Guarantor, including, without limitation, their respective financial condition and performance of its obligations under the Program Documents, and (y) the Servicing File and the Purchased AssetsAssets (including, for purposes of verifying compliance with the representationsbut not limited to, warranties and specifications made hereunder, or otherwiseany documentation related to Seller’s FHA servicing practices), and Seller agrees that upon reasonable prior notice promptly to Sellerprovide each Purchaser, Buyer or its authorized representatives will be permitted during normal business hours to examineAgent, inspectany Verification Agent and their respective agents with access to, and make copies of and extracts of, the Purchased Asset Files, Servicing Records and from any and all documents, records, agreements, instruments or information (including, without limitation, any of the foregoing in computer data banks and computer software systems) relating to such Seller’s respective business, operations, servicing, financial condition, performance of their obligations under the Program Documents, the documents contained in the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession possession, or under the control control, of Seller. In addition, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer each Purchaser, Agent and/or any Verification Agent, upon reasonable prior notice and during normal business hours, a knowledgeable financial or accounting officer of Seller for the purpose of answering questions respecting any of the Purchased Asset Files and the Purchased Assetsforegoing. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may each Purchaser or Agent for the benefit of Purchasers shall enter into Transactions transactions with Seller based solely upon the information provided by Seller to Buyer each Purchaser and/or Agent and the representations, warranties and covenants contained herein, and that Buyereach Purchaser, Agent and/or any Verification Agent, at its option, has shall have the right at any time to conduct a partial itself or complete due diligence review on some through its agents, or all require Seller to conduct quality reviews and underwriting compliance reviews of the Purchased Assetsindividual Mortgage Loans at the expense of Seller. Buyer may underwrite Any such Purchased Assets itself diligence conducted by any Purchaser, Agent and/or any Verification Agent shall not reduce or engage a third party underwriter to perform such underwritinglimit the Seller’s representations, warranties and covenants set forth herein. Seller agrees to cooperate with Buyer and reimburse each Purchaser, Agent and/or any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and Verification Agent for all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, reasonable out-of-pocket due diligence costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetspursuant to this Section ‎37.

Due Diligence. Asset Seller acknowledges that hereby agrees to deliver to Asset Buyer has within ten (10) days of the right to perform continuing due diligence reviews with respect to effective date, which shall mean the Purchased Assetsdate on which the last of the Asset Buyer, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Asset Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer BBH and any other servicer party signing this Agreement shall have signed or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing initialed this Agreement, as applicable (“Effective Date”), those due diligence items ("Due Diligence Items") listed on the Purchased Assets, which attached Exhibit “E” requested by Asset Buyer or as set forth herein. Asset Buyer shall be paid by Seller to Buyer within have thirty (30) calendar days after ("Due Diligence Period") from receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality all of the foregoingDue Diligence Items to review and to approve the Due Diligence Items and any other information or documentation it acquires. If Asset Buyer, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon in its sole discretion, does not approve any of the Due Diligence Items or any of the information provided by Seller to Asset Buyer and pursuant to this section or any information or documentation it otherwise acquires at any time prior to the representationsexpiration of the Due Diligence Period, warranties and covenants contained herein, and that Asset Buyer, at its option, has the right may terminate this Agreement by written notice to Asset Seller delivered at any time to conduct a partial or complete due diligence review on some or all within 48 hours after the expiration of the Purchased AssetsDue Diligence Period, whereupon this Agreement shall become null and void and of no further force and effect, the Deposit (as defined below) shall be returned to the Asset Buyer and the parties hereto shall have no further obligation one to the other. However, in lieu of such immediate termination of this Agreement, Asset Buyer may underwrite at its option, notify Asset Seller in writing of those matters as to which it has concerns and extend the Due Diligence Period and Asset Buyer's right to terminate this Agreement and to receive the return of the Deposit as to those items only shall be extended for a period of an additional thirty (30) days in order to give the parties the opportunity to resolve such Purchased Assets itself or engage a third party underwriter concerns and the closing date (hereinafter defined) shall be extended accordingly. Asset Buyer's failure to perform such underwritingterminate this Agreement pursuant to this Section 1.4 shall not affect Asset Buyer's right to require the satisfaction of all conditions to closing set forth in this Agreement. Seller agrees to cooperate with Asset Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Asset Seller shall reimburse also take all necessary steps following execution of this Agreement to obtain the transfer of the Liquor License or to obtain a new liquor license in favor of Asset Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetsnecessary to run the Business from the FLA (the "Liquor License").

Due Diligence. Seller acknowledges (a) Due Diligence Period. --------------------- It is expressly understood and agreed that Buyer has until the right to perform continuing due diligence reviews with respect to close of sixty (60) business days after the Purchased Assets, for purposes of verifying compliance with Agreement Date (the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of"Due Diligence Period"), the Purchased Asset FilesBuyer may make investigations regarding the Premises and be entitled to examine all leases, Servicing Records contracts, mechanical and any structural reports, environmental reports, financial information, income and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer expense reports and any other servicer or sub servicer and/or documentation relating to the Custodianownership, operation and maintenance of the Premises. Seller agrees to reimburse At all times within the Due Diligence Period, Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller entitled to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files tests and the Purchased Assets. Without limiting the generality inspections of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer Premises at his sole cost and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwritingexpense, including, but not limited to, providing environmental investigations, structural, mechanical, wood destroying insects, lead-based paint, and any other tests and inspections Buyer deems necessary or desirable, which reports shall be kept confidential (to the extent such reports contain information which is not available to the public) by Buyer except to the extent that Buyer discloses same to its lenders, attorneys, affiliates and agents in connection with Buyer's proposed acquisition of the Premises. Buyer shall provide copies to Seller of all such reports. Buyer, in Buyer's sole discretion, and for any reason or for no reason at all, may terminate this Agreement by written notice to Seller with a copy to Escrow Agent, which written notice must be given to and received by Seller on any business day up to and including 5:00 p.m. on the final date of the Due Diligence Period and in which event the Deposit, together with accrued interest thereon, shall be returned to Buyer and neither party shall have any third party underwriter further liability hereunder, with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets the exception of the confidentiality provisions set forth in the preceding sentence. Upon execution of the Agreement of Sale, Seller shall contemporaneously deliver to Buyer: a current rent roll for the Premises. including up-to-date information on security deposits, delinquencies, and pre-paid rents; any survey of the Premises in possession, custody or under the control, control of Seller, copies of all leases pertaining to the Premises; operating information pertaining to the Premises for the past year; copies of all written contracts pertaining to the Premises; all warranties or certifications that pertain to the Premises and may be assigned by Seller to Buyer; all environmental and/or engineering reports in Seller's possession pertaining to the Premises and any contracts pertaining to the Premises that may survive closing. Entry onto the Premises shall be after reasonable notice to Seller. The Buyer hereby agrees to indemnify Seller further agrees that Seller shall reimburse Buyer for from any liability and all attorneys’ fees, reasonable costs and or expenses incurred by Seller resulting from Buyer's or Buyers agents' entry on the Premises prior to the Closing Date, excluding any such liability costs, or expenses covered by insurance. The Seller agrees to afford the Buyer the right to defend or settle any claim or action pertaining to the foregoing and Seller agrees not to settle any such claim or action without first obtaining the Buyer's consent thereto in connection with continuing due diligence on Eligible Assets and Purchased Assetswriting, which consent shall not be unreasonably withheld or delayed.

Due Diligence. Seller acknowledges that Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to perform continuing due diligence reviews terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Buyer and Buyer's representatives and agents shall have the right to enter upon Property at Buyer's expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer's acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and Property at all reasonable out of pocket costs times and expenses incurred by Buyer shall cooperate with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time ’s efforts to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwritinginspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer hold Seller harmless from and any third party underwriter with access to against any and all documentsclaims, recordsinjuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, agreementshowever, instruments Buyer’s indemnity obligations shall not extend to any claims, injuries or information damages resulting from or relating to such Purchased Assets in (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the possessionProperty that may be discovered by Buyer as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or under before 11:59 p.m. Eastern time on the controllast day of the Due Diligence Period, of Seller. Seller further agrees that Seller shall reimburse if Buyer determines, for any reason or no reason, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the Xxxxxxx Money to Buyer, and all attorneys’ fees, costs and expenses incurred by Buyer neither party shall have any further obligations or liability under this Agreement except as expressly provided in connection with continuing due diligence on Eligible Assets and Purchased Assetsthis Agreement.

Due Diligence. (a) Seller acknowledges that Buyer has covenants and agrees to all of the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and December 31, 2010, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform continuing such 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 Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control review of Seller, Primary Servicer the Seller Subsidiary and any the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other servicer or sub servicer and/or Intellectual Property of Seller and the CustodianSeller Subsidiary. Seller agrees shall promptly provide to reimburse Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assetsreason whatsoever, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that 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 Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred as determined by Buyer in connection Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with continuing due diligence on Eligible Assets or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Purchased AssetsBuyer may terminate this Agreement without payment of any damages or penalty.

Due Diligence. Each Seller Party acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, Seller Parties and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), as deemed appropriate by Buyer in its good faith discretion, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees Parties agree that upon reasonable prior notice to SellerSeller Parties unless an Event of Default shall have occurred and be continuing, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours at reasonable times to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Sellerany Seller Party; provided however, Primary Servicer that unless (a) an Event of Default has occurred and any other servicer is continuing or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any (b) a Credit Event (and all reasonable out of pocket costs and expenses incurred by Buyer in such case solely with respect to continuing the Purchased Asset related to such Credit Event) has occurred and is continuing, Buyer shall not conduct more than one (1) such review during any one (1) year period. Seller Parties will use best efforts to cause Third Party Transaction Parties to cooperate with any due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt requests of an invoice thereforBuyer. Seller Parties shall also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to cause Servicer or its agent to conduct a partial or complete due diligence review on some or all of the Purchased AssetsAssets purchased in a Transaction, including, without limitation, ordering new Qualified Appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Purchased Asset and reviewing intercreditor agreements, property management agreements, formation documents of the property owners and their direct and indirect owners, financial statements, environmental and engineering reports, underlying title policies including owner’s and UCC-9 title insurance policies, legal opinions and other documents as may be mutually agreed among Seller and Buyer. For the avoidance of doubt, Servicer’s obligation to provide such due diligence to Buyer shall not preclude Buyer’s right to perform due diligence on the Purchased Assets prior to the Purchase Date and as necessary during the term of the Agreement, as determined by Buyer in its sole discretion, subject to the terms of the Commercial Mortgage Loan Documents. Buyer may underwrite such Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third third-party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third third-party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of SellerSeller Parties or Servicer. Seller further agrees that it shall pay, to the extent Seller shall reimburse Buyer for any and has received an invoice therefor, all attorneys’ fees, out-of-pocket costs and expenses actually incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 17 for one (1) review during any one (1) year period commencing after the first anniversary of the date hereof (and all other reviews during such one (1) year period shall be at the sole cost and expense of Buyer); provided that such limitation shall not apply (i) in connection with the pre-purchase due diligence on an Eligible Assets Asset that is to be purchased by Buyer; or (ii) upon the occurrence and continuance of an Event of Default or the occurrence and continuance of a Credit Event (and in such cases solely with respect to the Purchased AssetsAsset related to such Credit Event).

Due Diligence. The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Seller, Settlement Agents, Approved Investors and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that upon reasonable prior notice to the Seller, unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of the Seller, Primary Servicer and . The Seller will use commercially reasonable efforts to cause Third Party Transaction Parties to cooperate with any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which requests of Buyer. The Seller shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that 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 AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of Seller. The Seller further agrees that Seller it shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 16 (the “Due Diligence Costs”); provided that Seller shall not be responsible for Due Diligence Costs in excess of the Due Diligence Cap; provided, however, that the Due Diligence Cap shall not apply upon the occurrence of a Default or an Event of Default.

Due Diligence. Seller acknowledges warrants that all information supplied to Buyer has by Seller is true and correct and is a fair and accurate representation of financial condition and results of operation of 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 Seller agrees that upon reasonable prior notice to SellerBusiness. From Effective Date, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyershall, at its option, have 3 (Three) business days (five days, if left blank) to request through Broker in writing, any of Seller’s business information, and financial documents necessary to verify all the Seller’s Business Information supplied by Seller to Buyer, including a copy of any existing lease(s). Seller shall have 3 (Three) business days (five days, if left blank) to furnish all requested information and Buyer shall have 20 (Twenty) business days (seven days, if left blank) hereinafter referred to as “Due Diligence Period,” after receipt of said documents to verify this information. Buyer shall have right to cancel this transaction, in its sole discretion, if Seller fails to provide requested information, or if Buyer becomes aware that Business has the right at not adhered to generally accepted business standards, or if there is a ten (10) percent negative variance from any time to conduct a partial or complete due diligence review on some or all of the Purchased Assetsfinancial information originally provided by Seller. Such notice of cancellation must be submitted in writing to Broker prior to expiration of Due Diligence Period, and all deposits shall be immediately returned to Buyer, and this Contract shall become null and void. Failure of Buyer to notify Broker within time specified shall constitute Buyer's waiver of this provision. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with return all information supplied by Seller for the Due Diligence Period at time of written cancellation. Until the closing of this transaction or indefinitely upon cancellation of this Contract, the parties shall not disclose or communicate any “Confidential Information” of prospective Buyer or Seller to any person or entity other than Buyer’s or Seller’s attorneys, accountants, or real estate and business consultants, nor use said Confidential Information for any third party underwriter in connection with such underwritingpurpose or reason other than negotiating and closing of the proposed transaction. For purpose of the preceding sentence, including“Confidential Information” means, but is not limited to, providing Buyer any information regarding Seller’s business methods, business policies, procedures, techniques, research or development projects or results, sales information of any kind, financial information of any kind including the price and any third party underwriter with access to any terms of the proposed transaction, Seller’s accounts and all documentscustomer lists, records, agreements, instruments trade secrets or other knowledge or information relating possessed by Seller, which is not generally known to such Purchased Assets in the possession, or under the control, individuals outside of Seller. Seller further agrees that Seller shall reimburse Buyer for any , including Seller’s officers, employees, consultants, and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetsadvisors.

Due Diligence. Seller acknowledges that Buyer, through a designated third party (the “Buyer has Diligence Designee”), and Buyer’s regulators, have the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller, the Buyer or its authorized representatives Diligence Designee will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of Seller, Primary Servicer and any other servicer Seller or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to the Buyer Diligence Designee a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Purchased -48- LEGAL02/41080625v5 LEGAL02/41080625v8 Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its optionthrough the Buyer Diligence Designee, has have the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller Xxxxxx agrees to cooperate with Buyer Xxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of SellerSeller or Custodian. Seller further agrees that Seller shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing activities pursuant to this Section 17 (“Due Diligence Costs”); provided, however, that Seller shall not be responsible for Buyer’s Due Diligence Costs in excess of the Due Diligence Cap per year or any Due Diligence Costs incurred in connection with the initial due diligence on Eligible Assets and Purchased Assetsconducted by Buyer prior to the date hereof.