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. 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 Prior to the Time of Closing, the Dealers and their legal counsel will be provided with timely access to all information reasonably required to permit them to conduct a full due diligence investigation of the Corporation and its Subsidiaries and their respective business operations, properties, assets, affairs and financial condition to the extent such information is within the control of the Corporation. In particular, the Dealers shall be permitted to conduct all due diligence that Buyer they may, in their sole discretion, require in order to fulfil their obligations under applicable Canadian Securities Laws and, without limiting the scope of the due diligence inquiries the Dealers may conduct, to participate in one or more due diligence sessions to be held prior to the Time of Closing, provided that reasonable advance notice thereof (including the list of questions to be asked thereof) is provided to the Corporation, at which the Corporation will make available its senior management and, if requested by the Dealers, use its best efforts to make available Ernst & Young LLP, as auditors of the Corporation, and the Corporation’s legal counsel to answer any questions which the Dealers may reasonably ask in connection with fulfilling the Dealers’ obligations under applicable Canadian Securities Laws. In addition, the Corporation will make available to the Dealers all material documents to which it has access in connection with the Acquisition (to the extent the Corporation has the right to perform continuing so make available and provided that the information in question is not subject to a claim of legal privilege) necessary for the Dealers to assess the Offering and, subject to the Dealers executing a customary non-reliance letter, copies of all formal summary written reports produced by or on behalf of the Corporation in the course of its due diligence reviews with respect investigation of the business and affairs of RSA as it relates to the Purchased Assets, for purposes Acquisition that are not subject to a claim 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 Custodianlegal privilege. 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 Notwithstanding the foregoing, Seller acknowledges the scope of information and materials to be provided to the Dealers under this Section 3 shall be determined and limited by, among other things, Rule 20.1 of the Takeover Code requiring public disclosure of certain information related to the Acquisition or the parties to the Acquisition which are shared with shareholders of the Corporation or RSA, such that Buyer may enter into Transactions with Seller based solely upon the Corporation shall not be obliged to make any information or materials available to the Dealers to the extent such action would make the Corporation be required under Rule 20.1 of the Takeover Code to make publicly available any information which the Corporation would not otherwise make, or be required to make, public. All non-public information provided by Seller to Buyer the Dealers 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 their counsel in connection with such underwriting, including, but not limited to, providing Buyer the due diligence investigations of the Dealers will be treated by the Dealers and any third party underwriter with access to any their counsel as confidential 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 will only be used in connection with continuing due diligence on Eligible Assets the Offering. It shall be a condition precedent to the Dealers’ use of the Term Sheets that the Dealers be satisfied, acting reasonably, as to the form and Purchased Assetscontent of such documents.

Due Diligence. Seller acknowledges that that, at reasonable times and upon reasonable notice to Seller, 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 of 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 financial or accounting questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. 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, 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, actual 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 28.

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 The Originator 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 Agent and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer Lender Group may make Advances and may enter into Transactions with Seller transactions based solely upon the information provided by Seller the Originator to Buyer the Agent and the Lender Group in the Note Receivables Schedules and the representations, warranties and covenants contained herein, and that Buyerthe Agent, at its option, has the right at prior to any time such Advance to conduct a partial or complete due diligence review on some or all of the Purchased AssetsTransferred Note Receivables securing such Advance, including, without limitation, re-generating the information used to originate each such Transferred Note Receivables. Buyer The Agent may underwrite such Purchased Assets Transferred Note Receivables itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller The Originator agrees to cooperate with Buyer the Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer the Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Transferred Notes Receivables in the possession, or under the control, of Sellerthe Servicer. Seller The Originator also shall make available to the Agent and the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Transferred Note Receivables and the related Note Receivable Documents. The Agent agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Originator or any of its Affiliates; provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Agent shall, prior to disclosure thereof, notify the Originator of any request for disclosure of any such non-public information. The Agent further agrees that Seller shall reimburse Buyer not to use any such non-public information for any purpose unrelated to this Agreement and all attorneys’ fees, costs and expenses incurred by Buyer in connection that the Agent shall not disclose such non public information to any third party underwriter without obtaining a written agreement from such third party underwriter to comply with continuing due diligence on Eligible Assets and Purchased Assetsthe confidentiality provisions of this Section 11.11.

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. 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 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 Parties, 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, 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 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 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 and Custodian in connection with continuing Buyer’s activities pursuant to this Section 17 (“Due Diligence Costs”); provided, however, that Seller shall not be responsible for Buyer’s due diligence on Eligible Assets and Purchased Assetscosts incurred in connection with the initial due diligence conducted by Buyer prior to the date hereof.

Due Diligence. Seller Sellers acknowledges that that, at reasonable times and upon reasonable notice to Sellers, 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 Sellers agree that upon reasonable prior written notice to SellerSellers, 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 SellerSellers or any Affiliate of Sellers, Primary Servicer and any other servicer or sub servicer subservicer of 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 Sellers 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. Without limiting the generality of the foregoing, Seller acknowledges Sellers acknowledge that Buyer may enter into Transactions with Seller Sellers based solely upon the information provided by Seller Sellers 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 Sellers agree 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 Loans in the possession, or under the control, of SellerSellers or any Affiliate of Sellers, or in the Servicer’s possession. Seller Sellers further agrees agree that Seller shall Sellers shall, on a joint and several basis, reimburse Buyer for any and all attorneys’ fees, actual costs and expenses reasonably incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 28 and for Buyer’s actual costs and out-of-pocket expenses incurred in connection with due diligence on reviews with respect to Eligible Assets Loans which either Seller proposes to make the subject of a Transaction under this Agreement; provided that so long as no Event of Default has occurred and Purchased Assetsis continuing, Buyer shall pay for any Appraisals requested by Buyer.

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 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. 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. 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 that, at reasonable times and upon reasonable notice to Seller, 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 of 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 upon reasonable advance written notice 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. 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, 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, actual costs and expenses reasonably incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 28 and for Buyer’s actual costs and out-of-pocket expenses incurred in connection with due diligence reviews with respect to Eligible Loans which Seller proposes to make the subject of a Transaction under this Agreement. Notwithstanding the foregoing, (x) Seller’s obligation to reimburse Buyer for Buyer’s out-of-pocket costs and expenses (including legal expenses) incurred in connection with Eligible Loans which Seller proposes to make the subject of a Transaction shall not exceed $15,000 with respect to any individual Eligible Loan without Seller’s prior consent and (y) so long as an Event of Default has not occurred and is not continuing, with respect to any due diligence Buyer proposes to perform with respect to any Purchased Loan after the related Purchase Date which would create a reimbursement obligation on Eligible Assets the part of Seller, Buyer shall provide to Seller prior written notice of such due diligence activities (including an estimate of the cost) and Purchased Assetsa reasonable opportunity for Seller to demonstrate to Buyer that such due diligence need not be performed, provided the final determination to perform or not perform such due diligence shall be made by Buyer.

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 Each Borrower acknowledges that Buyer the Lender has the right to perform continuing due diligence reviews with respect to the Purchased AssetsSBC Loans (which may include obtaining appraisals and performing compliance, legal, credit and servicing file reviews) for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller such Borrower agrees that upon reasonable (but no less than five (5) Business Day’s) prior notice to Sellersuch Borrower (unless a Default shall have occurred, Buyer in which case no prior notice shall be required), the Lender 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 SBA Loan Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets SBC Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodiansuch Borrower. 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 Each Borrower also shall make available to Buyer the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset SBC Loan Files and the Purchased AssetsSBC Loans. Without limiting the generality of the foregoing, Seller each Borrower acknowledges that Buyer the Lender may enter into Transactions with Seller make Advances to such Borrower based solely upon the information provided by Seller such Borrower to Buyer the Lender in the Asset Tape and the representations, warranties and covenants contained herein, and that Buyerthe Lender, 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 AssetsSBC Loans securing such Advance, including, without limitation, ordering new credit reports and new appraisals on the related Pledged Properties and otherwise re-generating the information used to originate such SBC Loan. Buyer The Lender may underwrite such Purchased Assets SBC Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller Each Borrower agrees to cooperate with Buyer the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets SBC Loans in the possession, or under the control, of Sellersuch Borrower. Seller Each Borrower further agrees that Seller such Borrower shall reimburse Buyer the Lender for any and all attorneys’ fees, reasonable and documented out-of-pocket costs and expenses incurred by Buyer the Lender in connection with continuing the Lender’s activities pursuant to this Section 14; provided that prior to the occurrence of an Event of Default, such reimbursement shall not exceed $25,000 for any one (1) year period (excluding any reimbursement for due diligence on Eligible Assets conducted prior to the Effective Date or otherwise associated with the initial closing and Purchased Assetsfunding of this Loan 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 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 that, at reasonable times and upon reasonable notice to Seller, Purchaser has the right to perform continuing due diligence reviews with respect to the Purchased Assets, the Seller, the Guarantor and any Servicer affiliated with Seller for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and . Seller agrees that upon reasonable prior notice to notice, Seller, Buyer Guarantor and such Servicer shall provide reasonable access to Purchaser and any of its agents, representatives or its authorized representatives will be permitted assigns to the offices of Seller, Guarantor and such Servicer during normal business hours and permit them to examine, 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 Guarantor, and such 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 during such visit make available to Buyer them a knowledgeable financial or accounting officer of Seller, Guarantor or such Servicer, as the case may be, for the purpose of answering questions respecting about any of the foregoing; provided however, unless an Event of Default (after all applicable grace, notice and/or cure period) has occurred and is continuing, such on-site inspections shall be limited to once per year. Seller further agrees that, upon reasonable request from Purchaser, Seller shall provide Purchaser and any of its agents, representatives or permitted assigns with copies of the Purchased Asset Files Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to the Purchased AssetsAssets and Seller, Guarantor and any Servicer affiliated with Seller in the possession or under the control of Seller, Guarantor and/or such Servicer in order to allow Purchaser to complete any continuing due diligence and make available to them by phone a knowledgeable financial or accounting officer of Seller, Guarantor or such Servicer, as the case may be, for the purpose of answering questions about any of the foregoing. 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 reasonably 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 further agrees that Seller shall to reimburse Buyer Purchaser for any and all reasonable attorneys’ fees, costs and expenses incurred by Buyer Purchaser in connection with continuing due diligence on Eligible Assets pursuant to this Article 26, which amounts shall be paid by Seller to Purchaser within five (5) Business Days after receipt of an invoice therefor, provided however, unless an Event of Default (after all applicable grace, notice and/or cure period) has occurred and Purchased Assetsis continuing, Seller shall not be required to reimburse continuing due diligence costs in excess of $10,000 per year.

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 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. 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 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 Loans 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 Buyer's activities pursuant to this Section 21, including, without limitation, reasonable attorneys' fees and Purchased Assetsexpenses.

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 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. 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 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 and agrees 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 or upon an Event of Default, but not more than once in any six (6) month period. Prior to the occurrence of either a Credit Event or a Facility Event of Default, Buyer may also request one (1) Appraisal during any consecutive twenty-four month period 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 (excluding internal rate of return or other internal metrics relating to the profitability of Guarantor or 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 Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such 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 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 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. 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 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. Seller acknowledges Licensee shall have completed and be satisfied with its due diligence investigation of Licensor pursuant to Paragraph 5.1. 7. Patent and Copyright Indemnity. 7.1. Licensor warrants that Buyer has the use of the Licensed Products by the Licensee pursuant to the terms hereof shall not constitute an infringement of any existing patent, copyright or other right. Licensor hereby agrees to defend or settle any suit, proceeding or claim brought against the Licensee based on a claim that the use of the Licensed Products or any part thereof by the Licensee constitutes an infringement of any existing patent, copyright or other right. Licensor shall pay all damages or costs awarded against or expenses, including attorneys' fees, incurred by the Licensee in such suit, proceeding or claim. 7.2. In the event the Licensed Products or any part thereof shall be in Licensor's opinion likely to or shall become the subject of a claim for patent, copyright, or other infringement, Licensor shall, at its option and expense, procure for the Licensee the right to perform continuing due diligence reviews continue using such affected part of the Licensed Products or modify such affected part to become non-infringing. Should Licensor elect to remove or modify such infringing part of the Licensed Products, Licensor shall forthwith replace such part with respect a functionally equivalent non-infringing part or take other appropriate action to insure that the Licensed Products conforms to the Purchased AssetsSpecifications to the Licensee's satisfaction, for purposes of verifying compliance with without cost to the representations, warranties and specifications made hereunderLicensee. 7.3. In the event that Licensor shall refuse or shall be unable to supply or shall be prevented from supplying the Licensed Products or any part thereof to the Licensee, or otherwisein the event that the Licensee's continued use of the Licensed Products shall be prohibited or enjoined at any time, and Seller agrees Licensor shall promptly replace all affected parts of the Licensed Products with functionally equivalent non-infringing parts or shall take such other action to insure that upon reasonable prior notice the Licensed Products conforms to Sellerthe Specifications to the Licensee's satisfaction, Buyer or without cost to the Licensee. NVID /s/ DJL IMS: /s/ MJR 7.4. Licensor warrants that the Licensee shall suffer no interruption of its authorized representatives will be permitted during normal business hours activities or cycles as a result of any claimed infringement, any litigation referred to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and in Paragraph 7.1 hereof or any and all documents, records, agreements, instruments or information relating to such Purchased Assets replacement of items contemplated 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 AssetsParagraphs 7.2 hereof.

Due Diligence. Seller acknowledges that Buyer has the right right, at its own cost and expense, to perform reasonable continuing due diligence reviews with respect to the Purchased Assets, Loans 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. 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 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 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 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. 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 that, at reasonable times and upon reasonable notice to Seller, 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 of 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 financial or accounting questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. 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 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, 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, actual 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 28.

Due Diligence. Seller acknowledges Sellers acknowledge 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 Sellers agree that upon reasonable prior notice to SellerSellers, provided that, in the event that a 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 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 SellerSellers, Primary any 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 Sellers 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. Without limiting the generality of the foregoing, Seller acknowledges Sellers acknowledge that Buyer may enter into Transactions with Seller the Sellers based solely upon the information Collateral Information provided by each respective 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 mutually agreed upon third party underwriter to perform such underwriting. Seller agrees 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 Loans in the possession, or under the control, of SellerSellers. Seller Sellers further agrees agree that Seller Sellers 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 hereof.

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 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, no more than one time during any 12-month period (unless an Event of Default has occurred and is continuing, in which case the right foregoing limitation of one examination during any 12-month period shall not be applicable), to conduct on-site inspection and perform continuing on-site due diligence reviews with respect to the Purchased Assetsof (x) Seller, including, without limitation, for purposes the purpose of verifying compliance with the representations, warranties and specifications covenants made hereunderunder the Program Documents, or otherwise, (y) the Servicing File and (z) the Purchased Assets. 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 no more than one time during any 12-month period (unless an Event of Default has occurred and is continuing, in which case the foregoing limitation shall not be applicable), 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 with one examination during any 12-month period (or in connection with continuing due diligence on Eligible Assets any additional examinations conducted following the occurrence and Purchased Assetscontinuation of an Event of Default) pursuant to this Section 37.

Due Diligence. Seller acknowledges that that, at reasonable times and upon reasonable notice, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsSecurities and the Purchased Loans, 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 Securities and Purchased 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 AssetsSecurities and Purchased Loans. 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 AssetsSecurities and Purchased Loans. 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, agreements, instruments or information relating to such Purchased Assets Securities and Purchased Loans 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 28.

Due Diligence. Seller acknowledges that Buyer has (a) Purchaser shall have through the right to perform continuing due diligence reviews with respect to last day of 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 Due Diligence Period in which to examine, inspect, and make copies investigate the Property and, in Purchaser’s sole and extracts ofabsolute judgment and discretion, to determine whether the Purchased Asset FilesProperty is acceptable to Purchaser and to obtain all necessary internal approvals. Notwithstanding anything to the contrary in this Agreement, Servicing Records and any and all documentsPurchaser may terminate this Agreement by giving written notice of termination to Seller (the “Due Diligence Termination Notice”) on or before the last day of the Due Diligence Period. If Purchaser does not give a notice of its intent to continue this Agreement beyond the expiration of the Due Diligence Period, 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 Purchaser shall be paid by Seller deemed to Buyer within thirty have given a Due Diligence Termination Notice, and this Agreement shall be deemed terminated. (30b) calendar days after receipt of an invoice therefor. Seller also Purchaser shall make available have reasonable access to Buyer a knowledgeable financial or accounting officer the Property for the purpose of answering questions respecting conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests (including intrusive inspection and sampling, but subject to the Purchased Asset Files restrictions set forth below), and any other inspections, studies, or tests reasonably required by Purchaser. Purchaser shall provide not less than one (1) business day’s prior notice to Seller before conducting any investigations, study, interview or test to or at the Land and the Purchased Assets. Without limiting the generality Improvements, and Seller’s representatives shall be permitted to attend any interview which Purchaser determines to conduct with any tenant of the foregoingProperty (c) Purchaser and its agents, 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 hereinemployees, and that Buyerrepresentatives shall have a continuing right of reasonable access to the Property during the pendency of this Agreement, at upon reasonable notice, for the purpose of examining and making copies of all books and records and other materials relating to the Property in Seller’s or its option, has property manager’s possession and Purchaser shall have the right at any time to conduct a partial “walk-through” of the Property prior to the Closing upon appropriate notice to tenants as permitted under the Leases. In the course of its investigations, Purchaser may make inquiries to third parties, including, without limitation, lenders, contractors, property managers, parties to Service Contracts and municipal, local and other government officials and representatives, and Seller consents to such inquiries. (d) Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at the Land or complete due diligence review on some the Improvements to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the tenant(s) at the Improvements. Purchaser shall give Seller at least one (1) business day prior notice of Purchaser’s intention to conduct (or cause to be conducted) any physically intrusive investigation, examination or study of the Land or the Improvements (any such investigation, examination or study, an “Intrusive Investigation”) as part of its Due Diligence investigations, and shall not be permitted to perform an Intrusive Investigation unless Seller tenders written approval to such Intrusive Investigation within such period. In the event Purchaser desires to conduct (or cause to be conducted) any Intrusive Investigation of the Land or the Improvements, such as sampling of soils, other media, building materials, or the other comparable investigation, Purchaser will provide a written scope of work to Seller describing exactly what procedures Purchaser desires to perform. Seller may withhold its consent to any Intrusive Investigation of the Land or the Improvements in its reasonable discretion. (e) Purchaser and Purchaser’s representatives shall, in performing its Due Diligence inspections, comply with the agreed upon procedures and with any and all laws, ordinances, rules, and regulations applicable to any or all of such procedures, the Purchased AssetsLand and the Improvements. Buyer Unless required by applicable law, regulation or subpoena, neither Purchaser nor Purchaser’s representatives shall report the results of the Due Diligence inspections to any governmental or quasi-governmental authority under any circumstances without obtaining Seller’s express written consent, which consent may underwrite be withheld in Seller’s sole discretion. (f) Purchaser or Purchaser’s representatives, as applicable, shall: (a) maintain comprehensive general liability (occurrence) insurance in an amount of not less than $1,000,000 covering any accident arising in connection with the presence of Purchaser or Purchaser’s representatives at the Land and the Improvements and the performance of any investigations, examinations or studies thereon, and shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), verifying the existence of such Purchased Assets itself coverage to Seller prior to entry upon the Land or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer the Improvements; and (b) promptly pay when due any third party underwriter costs associated with its Basic Project Inspection. Purchaser shall, at Purchaser’s sole cost, repair any damage to the Land or the Improvements resulting from the Due Diligence inspection, and, to the extent Purchaser or Purchaser’s representatives alter, modify, disturb or change the condition of the Land or the Improvements as part of the Due Diligence inspection or otherwise, Purchaser shall, at Purchaser’s sole cost, restore the Land and the Improvements to the condition in connection with which the same were found before such underwritingalteration, includingmodification, but not limited todisturbance or change. (g) Purchaser hereby indemnifies, providing Buyer protects, defends and any third party underwriter with access to holds Seller, its affiliates, their respective partners, shareholders, officers and directors, and all of their respective successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all documentslosses, recordsdamages, agreementsclaims, instruments or information relating to such Purchased Assets in the possessioncauses of action, or under the controljudgments, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ feesdamages, costs and expenses incurred by Buyer (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) that Seller or any Seller Indemnified Party suffers or incurs as a result of, or in connection with continuing due diligence on Eligible Assets and Purchased Assetsthe negligent actions or misconduct of Purchaser’s Basic Project Inspection or Purchaser’s or Purchaser’s representatives entry upon the Land or the Improvements hereunder, excluding those caused by Seller’s gross negligence of willful misconduct. (h) The obligations of the Purchaser under this paragraph shall survive the termination of the Agreement.

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 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 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 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 Seller without regard to the dollar limitation set forth herein.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing A. Inspection: Each Property will have due diligence reviews with respect documents available for viewing and can be found in the PIP at xxx.xxxxxxxxxxxxxxxxxxxx.xxx. All Bidders must fully complete their due diligence prior to the Purchased AssetsAuction. High Bidders shall represent, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwisecovenant, and Seller agrees that upon reasonable prior notice to Seller, Buyer or warrant they are purchasing the Property relying solely on their independent inspection of the Property in its authorized representatives will be permitted during normal business hours to examine, inspect, existing condition. Property Inspection dates 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 times are listed above in the possession Summary. No Bidder shall visit the Property or under contact any tenant of the control Property without the authorization of the Seller or Seller's licensed broker ("Broker") or Auctioneer. Neither Seller (or their affiliates), Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer Broker nor Auctioneer shall be liable for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on allowance, adjustment or revision based upon 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 failure of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the Property or floor plans to conform to any specific standards. Any information provided by Seller to Buyer and the representationsSellers, warranties and covenants contained hereinBroker or Auctioneer regarding sizes, floor plans, and that Buyersquare footage for the Property are approximations only and are based on information available. YOU SHOULD INSPECT THE PROPERTY YOU ARE INTERESTED IN PURCHASING. EACH PROSPECTIVE PURCHASER ASSUMES ALL RISKS ASSOCIATED WITH ANY SUCH INSPECTION. YOUR INSPECTION SHOULD INCLUDE, at its optionBUT NOT BE LIMITED TO, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsA THOROUGH REVIEW OF THE DOCUMENTS WHICH HAVE BEEN MADE AVAILABLE ONLINE AT THE AUCTION WEBSITE (XXX.XXXXXXXXXXXXXXXXXXXX.XXX). Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwritingEACH PROPERTY IS BEING SOLD "AS IS, WHERE IS, AND WITH ALL FAULTS", WITH NO GUARANTEE OR WARRANTY WHATSOEVER, AND IN ACCORDANCE WITH THE CONDITIONS HEREINAFTER DESCRIBED AND AS FURTHER DESCRIBED IN THE PURCHASE AGREEMENT (SEE BELOW FOR MORE DETAILS). 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 SellerIT IS THE RESPONSIBILITY OF ALL BIDDERS TO INSPECT EACH PROPERTY PRIOR TO THE AUCTION AND DETERMINE AS TO ITS PHYSICAL CONDITION. 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 AssetsYOU MAY WISH TO CONSULT WITH A LICENSED REAL ESTATE BROKER OR CONTRACTOR IN CONNECTION WITH ANY PROSPECTIVE BID. ALL SALES ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THE PURCHASE AGREEMENT. NO SALE WILL BE CONTINGENT UPON INSPECTION OF THE PROPERTY AFTER THE AUCTION. THE PROPERTY WILL NOT BE OPEN FOR INSPECTION OR ACCESS AFTER THE AUCTION UNTIL CLOSING HAS OCCURRED. PLEASE BID ACCORDINGLY.

Due Diligence. Seller acknowledges that (i) From time to time, during regular business hours as requested by the Buyer has or the right to perform continuing due diligence reviews with respect to Lender, as the Purchased Assetscase may be, for purposes of verifying compliance with upon five (5) days' prior notice, Edison shall permit the representationsBuyer or the Lender, warranties and specifications made hereunderas the case may be, or otherwisetheir respective agents or representatives, and Seller agrees that upon reasonable prior notice (A) to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, examine and make copies of and extracts of, the Purchased Asset Files, Servicing abstracts from all Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of SellerEdison and its Subsidiaries or the agents of Edison or its Subsidiaries relating to Receivables and the Related Security, Primary Servicer including, without limitation, any related Contracts, and (B) to visit the offices and properties of Edison and its Subsidiaries, for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to Receivables and the Related Security or Edison's performance hereunder or under the Contracts with any other servicer of the officers or sub servicer and/or employees of Edison having knowledge of such matters or with Edison's independent public accountants; and (ii) within 90 days after the Custodianend of each Fiscal Year of Edison commencing with the Fiscal Year of Edison ending on June 30, 2002, Edison shall cause its independent public accountants to prepare and deliver to the Buyer, a written report of such accountants with respect to the Receivables, the Credit and Collection Policy, Lockbox Account activity, Edison's performance of its obligations under (or with respect to) this Agreement and the Receivables, all in scope and in a form reasonably requested by the Buyer or the Lender, as the case may be; provided, however, that after the occurrence and during the continuance of an Event of Default or Default under the Credit Agreement, the Buyer and the Lender shall be permitted to take the actions described in preceding clause (i) without being subject to the amount of prior notice given and may request Edison to cause its independent public accounts to prepare the report contemplated in preceding clause (ii) as often as the Buyer or the Lender, as applicable, deems necessary or desirable. Seller agrees to Edison shall reimburse the Buyer and the Lender for any and all reasonable out of pocket fees 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 either 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 them in connection with the foregoing actions promptly upon receipt of the written invoice therefor; provided, that prior to the occurrence of a Default or Event of Default, 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 shall not exceed $5,000 in connection with continuing due diligence on Eligible Assets and Purchased Assetsany year of this Agreement.

Due Diligence. The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMH 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 Loan Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets MH 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 Loan Files and the Purchased AssetsMH Loans. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may enter into Transactions with purchase MH Loans from the Seller based solely upon the information provided by the Seller to Buyer in the Purchased MH 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 AssetsMH 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 MH Loan. Buyer may underwrite such Purchased Assets MH 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 MH 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 27 ("Due Diligence Costs"); provided, that such Due Diligence Costs shall not exceed $50,000 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 without regard to the dollar limitation set forth herein.

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. Each Seller Party acknowledges that Buyer has the right to perform initial and continuing due diligence reviews with respect to the Purchased Assets, Mezzanine Subsidiary 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 sole discretion, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwisehereunder and obtaining the information set forth in Exhibits M-1 and M-2 hereto, 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 and Mezzanine Subsidiary Assets in the possession or under the control of Sellerany Seller Party or Collateral Administrator; 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 due diligence on the Purchased AssetsAsset and Mezzanine Subsidiary Assets related to such Credit Event) has occurred and is continuing in the case of this clause (b), which shall be paid by Seller to Buyer within for at least thirty (30) calendar days after receipt of an invoice therefordays, Buyer does not expect to conduct more than one (1) such review during any one (1) year period. Seller Parties will use commercially reasonable efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. Seller Parties and Collateral Administrator shall also shall make available to Buyer at reasonable times and upon reasonable prior notice a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files, the Purchased Asset Files Assets and the Purchased Mezzanine Subsidiary Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with Seller purchase Purchased Assets from Sellers based solely upon the information provided by Seller Sellers 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 and Mezzanine Subsidiary Assets 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 Mezzanine Subsidiary 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 to the extent applicable, legal opinions and other documents as may be mutually agreed among Sellers 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 and Mezzanine Subsidiary 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 or Mezzanine Loan documents, as applicable. Buyer may underwrite such Purchased Assets and Mezzanine Subsidiary Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each 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 and Mezzanine Subsidiary Assets in the possession, or under the control, of SellerSeller Parties or Collateral Administrator. Each Seller further agrees that Seller it shall reimburse Buyer for any pay, to the extent Sellers have received an invoice therefor, all reasonable and all attorneys’ fees, documented out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 17 for one (1) review during any one (1) year period; provided that (i) such limitation shall not apply upon the occurrence and continuance of an Event of Default or the occurrence and continuance of a Credit Event for at least thirty (30) days (and in such case, solely with respect to the Purchased Asset or Mezzanine Subsidiary Asset related to such Credit Event), (ii) such amounts shall not exceed the Asset Diligence Cap for each Eligible Asset reviewed, unless (x) an Event of Default or (y) a Credit Event (solely with respect to the Purchased Asset related to such Credit Event) has occurred and is continuing due in the case of this clause (y), for at least thirty (30) days, in which case such Asset Diligence Cap shall not apply, and (iii) Sellers and Buyer agree that additional expenses may be incurred for complex transactions, Buyer shall notify Sellers before exceeding the Asset Diligence Cap and Buyer and Sellers shall endeavor in good faith to agree to a revised limitation on diligence on Eligible Assets and Purchased Assetsexpenses for any such complex transaction.

Due Diligence. Seller The Originator 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 Administrative Agent and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer Lenders may enter into Transactions with Seller transactions based solely upon the information provided by Seller the Originator to Buyer the Administrative Agent and the Lenders in the Collateral Schedule and the representations, warranties and covenants contained herein, and that Buyerthe Administrative Agent and the Lenders, at its their option, has have the right at prior to the making of any time Credit Extension under the Credit Agreement to conduct a partial or complete due diligence review on some or all of the Purchased AssetsCollateral securing such purchase, including ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Collateral. Buyer The Administrative Agent or any Lender may underwrite such Purchased Assets Collateral itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller The Originator agrees to cooperate with Buyer the Administrative Agent and any third party underwriter in connection with such underwriting, including, but not limited to, including providing Buyer the Administrative Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Collateral in the possession, or under the control, of Sellerthe Servicer. Seller The Originator also shall make available to the Administrative Agent and the Lenders a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Collateral Files and the Collateral. The Administrative Agent and each Lender agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Originator or any of its Affiliates (including the Collateral Files); provided that (1) nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process and (2) unless specifically prohibited by applicable law or court order, the Administrative Agent or such Lender shall, prior to disclosure thereof, notify the Originator of any request for disclosure of any such non-public information. The Administrative Agent and each Lender further agrees that Seller shall reimburse Buyer not to use any such non-public information for any purpose unrelated to this Agreement, and all attorneys’ fees, costs the Administrative Agent and expenses incurred by Buyer each Lender agrees that it shall not disclose such non-public information to any third party underwriter in connection with continuing due diligence on Eligible Assets and Purchased Assetsa potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section.

Due Diligence. Seller acknowledges that that, at reasonable times and upon reasonable 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 to Seller, Buyer or its authorized representatives 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 any Originator, Seller, Primary any 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 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 third-party underwriter to perform such underwriting. Seller Xxxxxx agrees to cooperate with Buyer Xxxxx 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 or any Originator. Seller further agrees that Seller shall reimburse Buyer for all due diligence costs relating to Buyer’s review of any Purchased Asset (including, without limitation, legal costs, custodial fees and all third-party due diligence costs and fees). Buyer in good faith expects that (except with respect to Purchased Assets that are secured by multiple Mortgaged Properties or contain features that require more due diligence than customary, including, without limitation, unique property and/or funding characteristics, including, but not limited to, table fundings, mezzanine debt/preferred equity/co-lending structures, Ground Leases, and condominiums) (a) initial loan-level due diligence costs with respect to any Purchased Asset (other than attorneys’ feesfees and expenses related to the initial review of the related Purchased Asset Documents) will not be greater than $5,000 and (b) initial loan-level due diligence costs comprised of attorneys’ fees and expenses related to the initial review of the Purchased Asset Documents with respect to any Purchased Asset will be in an amount equal to approximately $7,500; provided that Seller is at all times obligated to reimburse Buyer for all such costs notwithstanding whether such costs exceed $5,000 or $7,500, as applicable. Seller shall pay for all of Buyer’s costs and expenses incurred by Buyer in connection with continuing due on-site diligence visits; provided that such liability shall be limited to one (1) visit per year unless an Event of Default or Funding Termination Event has occurred. Unless an Event of Default has occurred and is continuing, (i) Seller shall be obligated to pay the costs for Appraisals required under Section 12(h)(iv)(A) and (ii) with respect to Appraisals required under Section 12(h)(iv)(B), Seller shall be obligated to pay costs for one (1) Appraisal per Purchased Asset per year if such Appraisal reflects an “as-is” appraised value that is less than the “as-is” appraised value reflected on Eligible Assets the previous Appraisal; if such Appraisal reflects an “as-is” appraised value that is equal to or greater than the “as-is” appraised value reflected on the previous Appraisal, Buyer shall be obligated to pay for the costs of such Appraisal. Xxxxxx agrees to cooperate with Xxxxx and Purchased Assetsany Independent Appraiser in connection with obtaining Appraisals. Xxxxxx agrees to pay all of Xxxxx’s costs and expenses incurred in connection with any Future Funding request.

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 that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage 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 and such other information regarding such Persons or the Purchased AssetsAssets that Buyer may request and Seller, Servicer or such other Person shall have in their possession or control, 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. Notwithstanding the foregoing, subject to review and approval of the Third Party Reviewer procedures, Buyer shall be entitled to rely upon a due diligence review prepared by a Third Party Reviewer with respect to Mortgage Loans that are Non-Agency Loans so long as (x) Buyer receives such due diligence review directly from such Third Party Reviewer and (y) such due diligence review was conducted within [***] of the related Purchase Date, or such other time period as agreed between the Buyer and the Seller. 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 and/or AVMs on the related Mortgaged Properties with respect to the Mortgage Loans 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 the Third Party Reviewer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and the Third Party Reviewer 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 activities pursuant to this Section 19; provided that such costs and expenses are in connection with such activities that are incremental to the due diligence review of the Mortgage Loans performed by Seller and described in the related due diligence materials delivered by Seller to Buyer (upon which Buyer may rely). Buyer may, based on Eligible Assets such due 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 the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Seller, and each Servicer, including, without limitation, financial information, organization documents and purchase agreements for each pool of Purchased Mortgage Loans (to the extent not covered by confidentiality agreements), 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, 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 (30) calendar days after receipt promptly , an electronic copy via email to , in a format acceptable to Buyer, of an invoice thereforsuch 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. 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 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. Section 21.

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 of such a demand) reimburse Buyer for any and all reasonable attorneys’ fees, costs and expenses of outside counsel incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. Seller acknowledges that Buyer has (a) Subject to compliance with Applicable Laws, the right Vendor Parties shall, from the date of this Agreement until the earlier of the termination of this Agreement and the Closing: (i) make available to perform continuing due diligence reviews with respect the Purchaser and its representatives full and complete access to the Business and Records, including information regarding the Employees (including their employment history, wages and benefits, date of hire, and other particulars), all financial information respecting the Business and such other information as may be requested to enable the Purchaser to satisfy itself as to the condition, both financial and otherwise, of the Business and Purchased Assets; (ii) permit the Purchaser and its representatives to conduct physical inspections of the Purchased Assets, for purposes of verifying compliance with including 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 US Leased Premises; and (30iii) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose Purchaser and its representatives access to personnel and officers of answering questions respecting the Purchased Asset Files and the Purchased Assets. Vendors. (b) Without limiting the generality of the foregoingprovisions of the Confidentiality Agreement and subject to Section 3.3(c), Seller acknowledges the Parties acknowledge that Buyer may enter into Transactions with Seller based solely upon the all information provided by Seller under this Section 3.3 or otherwise pursuant 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 this Agreement 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 underwritingthe transactions contemplated by this Agreement, includingis subject to the Confidentiality Agreement, which will remain in full force and effect until the Closing, at which time the Confidentiality Agreement will be deemed to be - 40 - terminated without further action of the parties thereto, notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement conflicts or is inconsistent with any provision of the Confidentiality Agreement, the provisions of this Agreement will supersede those of the Confidentiality Agreement, but not limited toonly to the extent of the conflict or inconsistency, providing Buyer and all other provisions of the Confidentiality Agreement will remain in full force and effect until Closing, at which time the Confidentiality Agreement will be deemed to be terminated without further action of the parties thereto. Notwithstanding any third party underwriter with other provisions of this Agreement, the Purchaser will continue to have access to the Data Room from the date hereof until the Closing. (c) The Vendors hereby waive any provision of the Confidentiality Agreement to the extent any such provision restricts or is or may be breached as a result of: (a) the transactions expressly contemplated by this Agreement; (b) discussions undertaken with any Governmental Entity in respect of the transactions contemplated by this Agreement; and all documents, records, agreements, instruments or information relating (c) any other action that may be reasonably required in order for the Purchaser to such Purchased Assets in the possession, or perform its obligations 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 Agreement.

Due Diligence. Each Seller acknowledges that the Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsSBC Loans (which may include obtaining appraisals and performing compliance, legal, credit and servicing file reviews) for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable (but no less than five (5) Business Day’s) prior notice to Sellersuch Seller (unless a Default shall have occurred, in which case no prior notice shall be required), the 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 Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets SBC Loans in the possession or under the control of such 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. Each Seller also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased AssetsSBC Loans. Without limiting the generality of the foregoing, each Seller acknowledges that the Buyer may enter into Transactions with Seller Sellers based solely upon the information provided by such Seller to the Buyer in the Asset Tape and the representations, warranties and covenants contained herein, and that the 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 AssetsSBC Loans subject to such Transaction, including, without limitation, ordering new credit reports and new appraisals on the related Pledged Properties and otherwise re- generating the information used to originate such SBC Loan. The Buyer may underwrite such Purchased Assets SBC Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets SBC Loans in the possession, or under the control, of such Seller. Each Seller further agrees that such Seller shall reimburse the Buyer for any and all attorneys’ fees, reasonable and documented out-of-pocket costs and expenses incurred by the Buyer in connection with continuing the Buyer’s activities pursuant to this Section 14; provided that prior to the occurrence of an Event of Default, such reimbursement shall not exceed $25,000 for any one (1) year period (excluding any reimbursement for due diligence on Eligible Assets conducted prior to the Effective Date or otherwise associated with the initial closing and Purchased Assetsfunding of this Repurchase Agreement).

Due Diligence. Seller and Guarantor acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsTransaction Mortgage Loans and Seller and Guarantor, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agrees that (a) upon reasonable prior notice to SellerSeller 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 Mortgage Loan Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Transaction 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 Guarantor and/or the Custodian. , or (b) upon request, Seller agrees to reimburse Buyer for any 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 and Guarantor 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 Loan Files, Transaction Mortgage Loans. Without limiting the generality of the foregoing, Seller and Guarantor acknowledges that Buyer may purchase Purchased Assets and enter into Transactions with Seller respect to Transaction Mortgage Loans based solely upon the information provided by Seller or Guarantor 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 AssetsTransaction Mortgage Loans subject to 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 Transaction Mortgage Loans, as well as used to originate such Transaction 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. In addition, such due diligence may include, but is not be limited to (i) a review of the Servicer’s compliance with FHA, VA, USDA, Fxxxxx Mxx or Fxxxxxx Mac mandated servicing and loss mitigation timelines, first legal action requirements and timelines, (ii) re-verification of debenture rates, conveyance timelines and Part A and Part B claim filing timelines as well as accuracy of such claims (iii) monitoring and reporting on losses, including curtailments, servicing advance reimbursements and claim status, (iv) reconciliation of FHA Insurance, VA Guarantee or USDA Guarantee payments, (v) analysis of any losses related to claim denial, and (vi) verification of the data on the funding file and, as necessary. The results of all such due diligence will be shared with the Seller. Such due diligence may also include corporate level due diligence of the Seller and Servicer, Such due diligence may be performed by a third party on behalf of the Buyer subject to such third party executing the Buyer’s standard form of Non-Disclosure Agreement. Buyer may underwrite such Purchased Assets Transaction Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each of Seller 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 Assets Transaction Mortgage Loans in the possession, or under the control, of SellerSeller and/or Guarantor. Seller and Guarantor further agrees that Seller 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 20, such amount not to exceed the Due Diligence Cap per calendar year, 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 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 any 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 Loan Files and the Purchased AssetsLoans. 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 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 Loans 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 Buyer’s activities pursuant to this Section 23, including, without limitation, reasonable attorneys’ fees and Purchased Assetsexpenses.

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 (A) Buyer has the right to request, at Seller’s expense, one (1) new and updated Appraisal for each Mortgaged Property securing any Purchased Loan during any consecutive thirty-six (36) month period, and (B) in addition, 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 additional Appraisal for any Mortgaged Property securing the Purchased Loan, not more frequently than once in any calendar year; provided, however, that, with respect to this clause (B), 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 The Sellers acknowledge that Buyer has the right right, which Buyer does not expect to (but may) exercise more frequently than quarterly, to perform continuing due diligence reviews with respect to the Purchased Assets, the Sellers, the Servicers and the Servicers or Subservicers, including, without limitation, financial information, organization documents, business plans, purchase agreements and underwriting purchase models 72 for each pool of Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees the Sellers agree that (a) upon reasonable prior notice to SellerSellers, 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 (the “Due Diligence Documents”) 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 , or (b) upon request, the Sellers 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 xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxxxxx.xxx, in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller Upon reasonable advance notice from the Buyer, the Sellers also shall reasonably 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 the Sellers acknowledge that Buyer may purchase Purchased Assets from Sellers and enter into additional Transactions with Seller respect to the Purchased Assets based solely upon the information provided by Seller the Sellers to the Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that the 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 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 re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter has engaged an Approved Diligence Provider to perform such underwriting. Seller agrees The Sellers agree to cooperate with the Buyer and any third party underwriter such Approved Diligence Provider in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter Approved Diligence Provider 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, reasonable out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s due diligence on Eligible Assets activities pursuant to this Section 20. Without limiting the generality of the foregoing, promptly (but no later than two (2) Business Days) following request from the Buyer or its authorized representatives at any time, Seller shall furnish to Buyer the applicable credit, compliance and valuation documents, agreements and related files (in a form acceptable to Buyer) relating to any proposed Purchased AssetsAsset and / or Purchased Asset.

Due Diligence. Seller acknowledges that each Buyer or any third party designated by a Buyer (including a 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, each 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 each 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 the Buyers may enter into Transactions with purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer the Administrative Agent in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that each 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. Each 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 the Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing each 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 a Buyer or the Custodian in connection with continuing due diligence on Eligible Assets activities pursuant to this Section 17 subject to a cap with respect to the Buyers of $5,000 each for any twelve (12) month 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. 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 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 $25,000 for each year, measured from the date of this Repurchase Agreement and each anniversary of the date of this Repurchase Agreement thereafter 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 dollar limitation set forth herein.

Due Diligence. Seller acknowledges that Buyer has Subject to Section 14(v), (i) 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, Guarantor and their respective 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 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 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 upon the occurrence of an Appraisal Event relating to such Purchased Loan or if an Appraisal for the related Mortgaged Property for such Purchased Loan was not obtained within the twelve (12) month period prior to such request. 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, out-of-pocket costs and expenses reasonably 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 Cxxxxxxxxx.

Due Diligence. Seller acknowledges 11.1 SPSS and SPSS Inc acknowledge and agree that Buyer has they have performed, with the right to perform continuing assistance of professional legal, accountancy, financial, technical and tax advisors, a due diligence reviews with respect investigation of the Data Distilleries Entities (the "DUE DILIGENCE INVESTIGATION") in form, scope and substance to its reasonable satisfaction, and furthermore: (a) that for the purposes of the Due Diligence Investigation SPSS and SPSS Inc. and their advisors have had sufficient opportunity to review the information made available to them and their advisors by certain of the Shareholders, Data Distilleries and/or their advisors; (b) that on the basis of the Due Diligence Investigation, SPSS, SPSS Inc. and/or their advisors have requested and obtained from certain of the Shareholders, Data Distilleries and/or their advisors additional information for the purposes of entering into this Agreement, through interviews, presentations, site visits and questions submitted to the Purchased AssetsShareholders, for purposes Data Distilleries and their advisors; and (c) that on the basis of verifying compliance the information as meant in subsections (a) and (b) hereof, the representations and warranties as stated in Section 3 hereof and the schedules hereto, SPSS and SPSS Inc. and/or their advisors have no further questions of a factual nature which have remain unanswered or are otherwise material to the decision by SPSS and SPSS Inc. to proceed with the transactions contemplated hereby. 11.2 SPSS and SPSS Inc. acknowledge that the representations and warranties contained in Section 3 of this Agreement are the only representations, warranties or other assurances of any kind given by or on behalf of the Shareholders on which SPSS and specifications made hereunderSPSS Inc. may rely in entering into this Agreement. SPSS, SPSS Inc. and the Shareholders agree that the exceptions to the representations and warranties either contained herein or otherwise, set forth in the Shareholder Disclosure Schedule are the only exceptions to the representations and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives warranties of which SPSS will be permitted during normal business hours deemed to examinehave knowledge. 11.3 At Closing, inspect, SPSS and make copies SPSS Inc. are not aware of any fact or any circumstance that could lead to a claim under Article III 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 Article IX 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 Assetsthis 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 Xxxxxx agrees to cooperate with Buyer Xxxxx 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 Xxxxxx 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 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 and, once Seller Party and Buyer establish mutually agreeable procedures for the handling and use by Buyer of Seller’s confidential beneficial ownership information, Seller Party shall ensure that Buyer has sufficient information relating to Seller’s beneficial ownership for purposes of Buyer’s compliance with 31 C.F.R. § 1010.230. 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. 6.1 At any time prior to the end of the Due Diligence Period, during normal business hours and after reasonable notice to Seller acknowledges or its designated agents, Purchaser, or its engineers, architects, building consultants, environmental investigators, or other representatives, at Purchaser's sole cost and expense, may inspect and test the Premises and Seller shall reasonably cooperate by allowing Purchaser's representatives reasonable access thereto. Purchaser's right of inspection shall include entry upon the Premises with its agents and their equipment for the purpose of making such environmental tests as Purchaser deems appropriate, including without limitation soil borings, provided that Buyer has Purchaser shall be responsible for the prompt restoration of the Premises to its condition prior to making such tests, which obligation shall survive the termination of this Agreement. Purchaser shall comply with all laws, rules and regulations of any governmental authority and obtain all licenses and permits required in connection with such activities. Purchaser agrees to indemnify and hold Seller harmless from and against any property damage or personal injury or claim or lien against the Premises resulting from any such access or inspection by Purchaser or its representatives. Such indemnification shall survive the Closing or earlier termination of this Agreement. Purchaser shall also have the right during such Due Diligence Period to examine and review environmental conditions of the Premises, zoning, governmental entitlements, governmental approvals and any restrictions, agreements, obligations and liabilities affecting the Premises. 6.2 At any time during the Due Diligence Period, Purchaser shall have the right to perform continuing terminate this Agreement if Purchaser determines for any reason, in Purchaser's sole discretion, that it is not satisfied with respect to any matter for which it conducts its due diligence reviews diligence, by giving written notice to Seller on or before the end of such Due Diligence Period. If Purchaser terminates this Agreement pursuant to this Section 6.2, it shall provide Seller with copies of the written results of all such inspections, if any. If Purchaser timely gives notice of termination under this Section, all obligations of the parties hereunder shall cease and neither party shall have any claim against the other by reason of this Agreement, except with respect to any provision hereof that expressly survives the termination of this Agreement. Upon restoration of the Premises as provided in Section 6.1, the Deposit shall be returned to Purchaser. If Purchaser fails to give such written notice of termination on or before the end of such Due Diligence Period, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section. 6.3 If Purchaser terminates this Agreement in accordance with Section 6.2 above, Purchaser shall return to Seller all documents provided to Purchaser from Seller, and any copies thereof made by Purchaser and shall provide Seller with copies of all reports, surveys, plans, studies and analysis prepared by or for Purchaser with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller Premises. Purchaser 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 information obtained by it or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer its agents 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 representatives with respect to continuing due diligence on the Purchased AssetsPremises, which including without limitation all reports, surveys, plans, studies and analysis prepared by or for Purchaser with respect to the Premises, shall be paid held by Seller Purchaser in confidence and not released or shared with anyone other than Seller, except for such employees, lenders and professional advisors as reasonably necessary to Buyer within thirty (30) calendar days after receipt allow Purchaser to evaluate the Premises. The provisions of this Section 6.3 shall survive the termination of this Agreement. If Purchaser waives its right to terminate as provided above, Purchaser shall be deemed to have accepted the Premises in an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial "as is" condition, without any representations or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoingwarranties, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information except as specifically 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 without abatement or complete due diligence review on some or all reduction 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 AssetsPurchase Price.

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 to of (x) Seller, Guarantor, and any of their 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, 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 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 and/or Agent and the representations, warranties and covenants contained herein, and that BuyerPurchaser, Agent and/or Verification Agent, at its option, has shall have the right at any time to conduct a partial itself or complete through its agents, or require Seller to conduct quality reviews and underwriting compliance reviews of the individual Mortgage Loans at the expense of Seller. Verification Agent shall also perform any additional due diligence review on some as instructed by Agent. Any such diligence conducted by Purchaser, Agent and/or Verification shall not reduce or all of limit the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwritingSeller’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. (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 commercially reasonable efforts to reimburse Buyer for cause Third Party Transaction Parties to reasonably 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 reasonably 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 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 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 Seller. Seller further agrees that Seller it 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 17.

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 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 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 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 Seller. Each Seller Party further agrees that Seller it 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 Assets.Xxxxx’s activities pursuant to this Section 16 subject to the Due Diligence Cap; provided that, the Due Diligence Cap shall not apply upon the occurrence of a Default or Event of Default. 66

Due Diligence. Seller acknowledges (a) SELLER, has provided to BUYER for BUYER’s review due diligence materials which are all of the documents in SELLER’S possession, custody or control that would be material to BUYER’s decision to acquire the Premises on or before the Effective Date, including, without limitation, those items set forth on Exhibit D attached hereto (the “Due Diligence Materials”), including without limitation the draft survey provided to SELLER at the time of SELLER’S purchase (the “Existing Survey”) and SELLER’s existing current title policy (collectively, the “Existing Title Policy”). (b) Buyer has the right to perform continuing due diligence reviews order a commitment (“Title Commitment”) from a title company for an ALTA Form B owner’s policy of title insurance with respect extended coverage (“Title Policy”) in which such title company agrees to insure good and marketable fee simple title to the Purchased Assets, for purposes of verifying compliance Premises in Buyer upon Closing 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 extended coverage 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 full amount of the foregoing, Seller acknowledges that Buyer may enter into Transactions Purchase Price (together with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that copies of all exception documents). Buyer, at its option, may obtain, a new land survey (“New Survey”; together with the Existing Survey, the “Survey”) of the Premises. The New Survey, if any, when approved by Buyer, shall conclusively establish the legal description of the Premises. (c) BUYER shall have until January 31, 2017 (the “Due Diligence Period”; and the last day of such Due Diligence Period, the “Objection Deadline”) to deliver to Seller a written notice setting forth any objections it has with respect to Seller’s title to the Premises as shown on the Title Commitment and Survey, if any (“Title Defects”). Notwithstanding the foregoing, Buyer shall not be obligated to object to any liens, mortgages or other monetary encumbrances or security interests (“Monetary Liens”) encumbering the Premises, and such Monetary Liens shall be deemed defects that must be cured by Seller on or before Closing, provided Seller may remove such Monetary Liens through use of Seller’s proceeds at Closing. (d) Except as otherwise provided in this Agreement, all exceptions to title listed on the Title Commitment and matters shown on the Survey that Buyer does not object to before the Objection Deadline shall be deemed Permitted Exceptions. With respect to those matters to which Buyer does object, Seller shall use reasonable efforts to the cure the Title Defects (but shall not be obligated to spend in excess of Ten Thousand Dollars ($10,000.00) (the “Cap Amount”), unless Seller elects to do so) by taking such action as will induce Title Company to eliminate such Title Defects from the Title Commitment and/or may induce the surveyor providing the Survey to amend the same to show the absence of any such Title Defects, and if not curable, may, but shall not be obligated to, cause Title Company to insure against loss or damage resulting therefrom. Within five (5) days after the Objection Deadline (the “Response Deadline”), if Seller shall provide notice that it is unable to cure any or all Title Defects for the Cap Amount (and is unwilling to spend more than the Cap Amount), then Seller shall give written notice thereof to Buyer (Seller shall be deemed to have elected to cure all Title Defects and spend above the Cap Amount if it fails to notify Buyer by the Response Deadline). Within five (5) days of receipt of such notice, Buyer shall elect in writing either (i) to terminate this Agreement, in which case the Deposit shall be returned to Buyer and each party shall be released from further liability; or (ii) to proceed to close on the Premises, in which event all exceptions to title listed on the Title Commitment and all matters contained in the Survey, except those which Seller has undertaken to cure or as otherwise provided in this Agreement, shall be conclusively deemed Permitted Exceptions. Buyer shall be deemed to have waived its rights to terminate this Agreement as set forth above under this Paragraph 19(d) if the Seller has not been notified timely in writing that the BUYER desires to terminate this Agreement in its sole discretion, except as otherwise set forth herein, and the Deposit shall become non-refundable, except for a default by SELLER as provided in Paragraph 12 hereof and except as provided in Xxxxxxxxx 0, Xxxxxxxxx 19(e) and Paragraph 25. If this Agreement is not terminated, then in the event (i) Seller shall fail to cure any such Title Defects, if any, not deemed Permitted Exceptions, as aforesaid, or (ii) further defects, liens, encumbrances, adverse claims, restrictions, rights-of-way, easements or other matters relating to Seller’s title to the Premises arise or are discovered after the effective date of the Title Commitment and are not removed by Seller or approved in writing by Buyer on or before the Closing Date, then Seller shall be in breach of this Agreement and Buyer may pursue the remedies it has been granted elsewhere in this Agreement, or at Buyer’s option, Buyer shall have the right to terminate this Agreement by giving written notice to Seller. Upon any such termination, the Deposit shall be returned to Buyer and this Agreement shall be null and void and of no further force and effect, and Seller shall pay all charges of Title Company and surveyor charges with respect to the New Survey. BUYER shall not be deemed to have approved any title matter (including without limitation any further defects, liens, encumbrances, adverse claims, restrictions, rights-of-way, easements or other matters relating to Seller’s title to the Premises) arising after the effective date of the Title Commitment and the New Survey as to which BUYER reserves its right to object and to terminate as if the Due Diligence Period had not expired. (e) Buyer also has the right at to inspect the Premises and perform, as its sole cost and expense, any time to conduct a partial or complete such due diligence review on some of items necessary or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself appropriate 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 underwritingprudent or desirable, including, but not limited to, providing Buyer inspecting the condition of the Premises by consultants of its own choosing, inspecting survey, environmental, zoning, and any third party underwriter title matters, performing engineering studies, environmental studies and property condition studies. If the BUYER is not satisfied, in its sole discretion, with access to any the results of such review and all documents, records, agreements, instruments inspections or information relating to such Purchased Assets in determines that the possession, Premises is not satisfactory for purchase or under the control, of Seller. Seller further agrees that Seller shall reimburse operation by Buyer for any reason (or no reason), then, at BUYER’s option, Buyer can terminate this Agreement before the expiration of the Due Diligence Period by proving notice to Seller. Upon such termination, the Deposit and all attorneys’ feespayments made hereunder by BUYER shall be forthwith refunded with interest earned thereon, costs and expenses incurred by all other obligations of the parties hereto shall cease and this Agreement shall be null and void and without recourse to the parties hereto. Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.shall be deemed to have waived its rights to terminate this Agreement under this Paragraph 19

Due Diligence. Seller acknowledges The Sellers acknowledge that Buyer has the right to perform continuing due diligence reviews 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 (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 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 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 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 the Due Diligence Cap 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.

Due Diligence. Seller acknowledges that Buyer has Subject to the terms of these Bidding Procedures, the Debtors, with their advisors, shall allow Qualified Bidders to access standard and customary diligence materials (the “Diligence Materials”), including the necessary to allow Qualified Bidders to submit a Qualified Bid (as defined below) and to seek and obtain financing commitments. Only Qualified Bidders shall be eligible to receive Diligence Materials and access non-public information regarding the Debtors. The Debtors will provide to each Qualified Bidder in writing, as soon as reasonably practicable after such request. The Debtors reserve the right to perform continuing require that Qualified Bidders enter into confidentiality agreements with the Debtors in order to obtain Diligence Materials, and to withhold any Diligence Materials that the Debtors determine are business‑sensitive or otherwise not appropriate for disclosure to a Qualified Bidder. In addition, the Debtors may decline to provide Diligence Materials to Qualified Bidders who, at such time and in the Debtors’ reasonable business judgment and after consultation with the Consultation Parties, have not established, or who have raised doubt, that such Qualified Bidder intends in good faith to, or has the capacity to, consummate a Sale. To the extent the Debtors withhold Diligence Materials from a Qualified Bidder, the Debtors will notify the Consultation Parties of the identity of any such Qualified Bidder and the Diligence Materials that were withheld. Neither the Debtors nor their representatives will be obligated to furnish information of any kind whatsoever to any person that is not determined to be a Qualified Bidder. The Debtors may, in the exercise of their reasonable business judgment and in consultation with the Consultation Parties, extend a Qualified Bidder’s time to conduct due diligence reviews after the Bid Deadline (as defined below) until the Auction. Each Potential Bidder and Qualified Bidder shall comply with all reasonable requests with respect to information and due diligence access by the Purchased AssetsDebtors or their advisors regarding such Potential Bidder or Qualified Bidder and its contemplated Sale transaction. Each Qualified Bidder submitting a Bid (a “Bidder”) will comply with all reasonable requests for additional information and due diligence access requested by the Debtors or their advisors regarding the ability of the Bidder to consummate a Sale transaction. Failure by a Bidder to comply with requests for additional information and due diligence access may be a basis for the Debtors, for purposes of verifying compliance in consultation with the representationsConsultation Parties, warranties and specifications to determine that such Bidder is no longer a Qualified Bidder or that a bid 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 by 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 Bidder is not 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 AssetsQualified Bid.

Due Diligence. Seller acknowledges that that, at reasonable times and upon reasonable 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 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 the Servicer and any other servicer or sub servicer subservicer and/or the Custodian. Seller agrees Custodian (provided, that unless an Event of Default has occurred and is continuing or unless Buyer otherwise has a commercially reasonable basis for doing so, Buyer shall not be permitted to reimburse Buyer for conduct more than one (1) such review during 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 thereforyear). 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 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 in the possession, or under the control, of Seller. Seller agrees to pay Buyer such amount as is necessary to cover Buyer’s actual, reasonable, out-of-pocket costs incurred in performing due diligence for each prospective Purchased Asset, including, without limitation, third-party desk reviews of environmental and engineering reports and other due diligence and fees and disbursements of Buyer’s counsel. Buyer will notify Seller if it anticipates due diligence legal costs and fees to exceed $10,000 with respect to any prospective Purchased Asset, and further agrees that Buyer will endeavor to keep Seller informed of due diligence legal costs and fees by providing updates to Seller from time to time (but in no event shall Buyer shall have any liability or obligation to Seller or otherwise for any failure to so notify or inform Seller (nor shall the same constitute or be deemed to constitute a default by Buyer hereunder) and in all events Seller shall reimburse Buyer for any and all attorneys’ fees, be obligated to pay to full amount of such costs and expenses incurred by Buyer fees as provided in connection with continuing due diligence on Eligible Assets and Purchased Assetsthis Section 28).

Due Diligence. Seller acknowledges that Buyer has (a) Buyer, is purchasing the right to perform continuing Property based upon Buyer’s own due diligence reviews and inspections and, except as expressly set forth in this Agreement, is not relying upon any representations and warranties of Seller whatsoever. If, prior to Settlement Buyer shall undertake any inspections or testing of or concerning the Property, Buyer shall in all respects adhere to the provisions of this Agreement related thereto. Notwithstanding the foregoing, Seller represents and warrants that the Property is zoned IR – Restricted Industrial Zone (Cherry Hill Township) under the applicable Zoning Ordinance and/or Codes and that the current use of the Property complies with such zoning. At Settlement, if or as required by applicable law, Seller shall deliver to Buyer a certification from the appropriate governmental agencies as are applicable, confirming such zoning and including any violation of the environmental, housing, building and safety codes or fire ordinances and/or other applicable statutes or laws and such other instruments or certificates required to be issued under applicable law prior to the conveyance of the Property. If repairs, remediation or replacements to the Property are required by the applicable governmental authorities prior to the issuance of the foregoing certificates, Seller shall have the right, at its election, to (i) make such repairs, remediation or replacements at its sole cost prior to the Settlement Date, (ii) give Buyer access to the Property to make such repairs, remediation or replacements at Seller’s sole cost and shall reimburse or at closing credit Buyer for such costs and expenses against the Purchase Price. In the event that such repairs, remediation or replacements cannot be made prior to the Settlement Date or Seller elects not to make such repairs, remediation or replacements prior to the Settlement Date because such repairs, remediation or replacements are not required by any municipality or other governmental agency in order to close the transaction, the parties shall leave, from the Purchase Price and/or Seller’s funds, in escrow with the Escrow Holder an estimated sum sufficient to reimburse Buyer for the costs thereof actually incurred (the “Repair Escrow”), which sum shall be released to Buyer immediately upon the completion and billing for such repairs with any balance remaining thereafter being paid to Seller. In the event that the Repair Escrow is insufficient to reimburse Buyer for the costs of such repairs and replacements, Seller shall remain liable to Buyer for the amount of such deficiency and Seller’s obligation to pay such deficiency shall survive the Settlement or other termination of this Agreement. (b) Seller (if not previously delivered) shall deliver to Buyer within three (3) business days of the date of this Agreement (and Buyer shall confirm promptly receipt of same) copies of such documents, leases, plans, designs, service agreements, warranties, surveys, building plans including but not limited to all property records pertaining to operating expenses for at least three (3) years, Certificates of Occupancy, Land Surveys, Roof Warranties, Environmental Reports, Building and Structural plans, inspection reports, fire safety maintenance records, and any other reports reasonably requested regarding the Property as are in Seller’s possession or control (such documents, together with any other materials related to the Property delivered by Seller to Buyer with respect to the Purchased AssetsProperty are herein referred to as the “Property Documents”). The Property Documents shall be returned to Seller if this Agreement is terminated for any reason and Buyer may not retain any copies, for purposes of verifying compliance with the representations, warranties and specifications made hereundersummaries, or otherwiseextracts in any form or format. Notwithstanding the foregoing, Seller makes no representation or warranty of any kind or nature whatsoever regarding the Property Documents except that they are true, correct and Seller agrees that upon reasonable prior notice unaltered copies of such documents or disclosures as are in Seller’s possession. In addition to Sellerthe forgoing, FRS, shall deliver to Buyer or its authorized representatives will be permitted during normal business hours for review FRS’s financials for at least 6 years and year to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records date and any other reports reasonably requested (the “FRS Documents”). The FRS Documents shall be returned to FRS if this Agreement is terminated for any reason and all documentsBuyer may not retain any copies, recordssummaries, agreementsor extracts in any form or format. Seller and FRS hereby represent and warranty the truth and accuracy of the FRS Documents and that they are true, instruments correct and unaltered copies of such documents or disclosures as are in Seller’s and/or FRS’s possession. Throughout the Due Diligence Period (as defined below) Seller shall deliver to Buyer such other documents or information relating to such Purchased Assets the Property or the Tenant as are in the Seller’s or Tenant’s possession or under Seller’s or Tenant’s control, or reasonably obtainable by Seller. (c) From the control date hereof until the completion of Sellerthe Settlement or earlier termination of this Agreement, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse permit Buyer for and Buyer’s representatives to inspect and examine the Property at all reasonable times during weekday hours (9 a.m. to 5 p.m.) with reasonable advance notice, such notice to be given by e-mail or facsimile, subject to the rights of tenants as to the leased areas. Notwithstanding the forgoing, Buyer and/or Buyer’s representatives shall be permitted to enter upon the public areas of the Property at any and all reasonable out times such areas are open to the public. Buyer shall not conduct any invasive testing or examinations except by a licensed third party professional inspection or engineering company, and all such testing or examinations may only be upon Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and Buyer shall restore the Property to its condition prior to such testing or examinations at Buyer’s sole cost and provide Seller with copies of pocket costs all such inspections and expenses incurred reports conducted by or on behalf of Buyer with respect to continuing due diligence regarding the Property. (d) Buyer is granted the period from the Effective Date until 5:00 p.m. EDT on the Purchased Assets, date which shall be paid by Seller to Buyer within thirty is Thirty (30) calendar days after receipt the date of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for execution of this Agreement by all parties (the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing“Due Diligence Period”), 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 underwritingdue diligence as Buyer deems appropriate to satisfy itself as to the use of the Property for its intended purpose, applicable zoning regulations, availability of utilities, environmental matters including any environmental studies required by Buyer and/or Buyer’s lender, and review of all Property Documents and leases affecting the Property and review of Tenant’s financial condition. If Buyer is dissatisfied for any or no reason during said Due Diligence Period, Buyer in its sole discretion and without explanation may terminate this Agreement by written notice via hand delivery, email, facsimile or in any other manner permitted by this Agreement, which notice is deemed given when sent to Seller electronically or when received by Seller if given by any other means, at or before 5:00 p.m. prevailing EDT on the date which is Thirty (30) days after the date of execution of this Agreement by all parties, time being strictly of the essence; in which event the Deposit shall be returned to Buyer, Buyer shall return all Property Documents to Seller and this Agreement shall thereupon terminate except for those provisions which expressly survive termination (the “Due Diligence Termination Notice”), and the parties shall have no further liability or obligation each to the other hereunder except for those provisions which expressly survive the termination of this Agreement. Should Buyer fail to give the Due Diligence Termination Notice as required hereby, Buyer shall be deemed to have waived the right to terminate this Agreement pursuant to this Section 8(d) and shall be obligated to complete the purchase of the Property without any abatement of the Purchase Price. (e) Buyer agrees to cooperate with Buyer indemnify, protect, defend, and any third party underwriter in connection with such underwritinghold Seller and its partners, includingtrustees, but not limited tobeneficiaries, providing Buyer shareholders, members, managers, advisors, and any third party underwriter with access to other agents, and their respective partners, members, trustees, beneficiaries, employees, officers, directors, and shareholders (collectively, the “Indemnified Parties”) harmless from and against any and all documentsliabilities, recordsdemands, agreementsactions, instruments or information relating to such Purchased Assets in the possessioncauses of action, or under the controlsuits, of Seller. Seller further agrees that Seller shall reimburse Buyer for any claims, losses, damages, costs, and all expenses (including, without limitation, reasonable attorneys’ fees, costs court costs, and expenses litigation expenses) suffered or incurred by any of the Indemnified Parties as a result of any activities of Buyer (including activities of any of Buyer’s agents and employees) relating to the Buyer’s inspection of the Property including, without limitation, mechanics’ liens, damage to the Property, injury to persons or property resulting from such activities in connection therewith as caused by the Buyer or its representatives. If the Property is disturbed or altered in any way as a result of such activities, Buyer shall promptly restore the Property to its condition existing prior to the commencement of such activities which disturb or alter the Property. The terms of this Section 8(f) shall survive Settlement or the earlier termination of this Agreement. (f) Buyer agrees that it or its affiliate maintain and cause any of its representatives or agents conducting any activities on the Property on behalf of the Buyer to maintain and have in effect commercial general liability insurance with continuing due diligence on Eligible Assets limits of not less than One Million and Purchased Assetsno/100 Dollars ($1,000,000.00) for personal injury, including bodily injury and death, and property damage.

Due Diligence. (a) Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, the Underlying Transactions, the TPO Mortgage Loans and the Sellers, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Seller agrees 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 Mortgage Files, Servicing Records the Underlying Transactions or TPO Mortgage Loans 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 Files Mortgage Files, Mortgage Loans, the Underlying Transactions and the Purchased Assets. TPO Mortgage Loans.. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into purchase Mortgage Loans, the Underlying Transactions with Seller and TPO 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, the Underlying Transactions and/or TPO Mortgage 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, Underlying Transaction or TPO Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans, Underlying Transaction or TPO Mortgage Loan 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, the Underlying Transactions and TPO 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 17 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall not exceed the Due Diligence Cap per calendar year unless a Default or Event of Default shall have occurred and be continuing, 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 $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 that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Seller, and each Servicer, including, without limitation, financial information, organization documents and purchase agreements for each pool of Purchased Mortgage Loans (to the extent not covered by confidentiality agreements), 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, 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 (30) calendar days after receipt promptly , an electronic copy via email to ***, in a format acceptable to Buyer, of an invoice thereforsuch 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. 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 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.

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. Seller acknowledges that that, at reasonable times and upon reasonable 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 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 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 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 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 incurred by Buyer in connection with continuing performing due diligence on Eligible Assets for each prospective Purchased Asset, including, without limitation, third party desk reviews of environmental and engineering reports and fees and disbursements of Buyer’s counsel relating to Buyer’s review of any Purchased AssetsAsset.

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. 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 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 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 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 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 and/or Agent and the representations, warranties and covenants contained herein, and that BuyerPurchaser, 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 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. 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. (A) During the Due Diligence Period, Purchaser or Purchaser's representative shall have the right, at its sole risk and expense, to 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 will be solely Purchaser's expense. Seller acknowledges shall cooperate with 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 terms of this Agreement as strictly confidential. Although Purchaser may search the applicable public records in connection with the inspections and examinations referred to above, or in 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 their contractors, agents and employees harmless from any and all injuries, losses, liens, claims, judgments, liabilities, costs, expenses or damages (including reasonable attorneys' fees and court costs) sustained by or threatened against Seller which result from or arise out of any due diligence by Purchaser or its representatives pursuant to this Rider. (B) In the event Purchaser determines as a result of the foregoing due diligence that Buyer has it does not desire to proceed with the purchase of the Property, Purchaser, in Purchaser’s sole discretion, may elect to terminate this Agreement by delivering to Seller written notice of such termination prior to the expiration of the Due Diligence Period, whereupon the parties shall have no further rights or obligations hereunder, and Escrowee shall return the Deposit to Purchaser. Unless requested by Seller in writing, Purchaser shall not disclose or otherwise release to Seller copies of any reports, test results, inspections or other due diligence materials produced or received by Purchaser as a result of Purchaser’s inspection and investigation of the Property. (C) If Purchaser does not inspect and examine the Property within the time allowed, or fails to cancel this Agreement within the time allowed, Purchaser waives and gives up the right to perform continuing due diligence reviews with respect cancel this Agreement under the preceding subparagraph (B). (D) Within five (5) days of the date the fully executed Agreement is delivered to Purchaser, Seller will deliver to Purchaser copies of (i) the Purchased Assetstitle insurance commitment obtained when Seller acquired the Property, for purposes (ii) Seller’s ALTA/ACSM survey of verifying compliance with the representationsProperty, warranties and specifications made hereunderif any, or otherwise(iii) the Phase I environmental assessment of the Property obtained by Seller, if any, 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(iv) if applicable, 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 Leases. (E) The provisions 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 underwritingthis Rider, including, but not limited towithout limitation, providing Buyer and the indemnity obligations of Purchaser, shall survive Closing or any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in termination of 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 AssetsAgreement.

Due Diligence. Seller acknowledges that Buyer has performed due diligence reviews, and has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, 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 Buyer’s authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Mortgage Loan Files, Servicing Records 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 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 Mortgage Loan Files and the Purchased AssetsMortgage Loans. 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 time, either itself or through its authorized representative, to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans. Buyer may underwrite such Purchased Assets Mortgage Loans itself or 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 commercially 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 Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, actual out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s due diligence reviews with respect to the Purchased Mortgage Loan incurred pursuant to this Section 23, including, without limitation, reasonable attorneys’ fees and expenses of outside counsel subject, however, to any limitations on Eligible Assets and Purchased AssetsDue Diligence Fees as set forth in the Fee Letter.

Due Diligence. (a) Seller acknowledges that Buyer has the right right, upon commercially reasonable notice, 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 providing, during normal business hours and upon commercially reasonable prior notice, 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 (a) Purchaser shall have through the right to perform continuing due diligence reviews with respect to last day of 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 Due Diligence Period in which to examine, inspect, and investigate the Property and, in Purchaser’s sole and absolute judgment and discretion, to determine whether the Property is acceptable to Purchaser, whether Purchaser is prepared to 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 an investment in the possession Property, and for Purchaser to obtain all necessary internal approvals. (b) If Purchaser, in Purchaser’s sole and absolute judgment and discretion, determines that the Property is acceptable to Purchaser, Purchaser shall deliver a written notice to Seller and Escrow Agent (a “Due Diligence Approval Notice”) and shall deposit the Second Deposit with the Escrow Agent as additional Exxxxxx Money within five Business Days after the end of the Due Diligence Period. If Purchaser so deposits the Second Deposit with Escrow Agent, Purchaser and Seller shall proceed to Closing in accordance with and subject to the terms and conditions of this Agreement. Notwithstanding anything to the contrary in this Agreement, Purchaser may terminate this Agreement by giving notice of termination (a “Due Diligence Termination Notice”) to Seller on or under before the control last day of Sellerthe Due Diligence Period. If Purchaser fails to deposit the Second Deposit with Escrow Agent in accordance with Section 1.3 or fails to deliver either a Due Diligence Approval Notice or a Due Diligence Termination Notice to Seller and Escrow Agent in accordance with this Section 2.2(b), Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees Purchaser shall be deemed to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence have delivered a Due Diligence Termination Notice on the Purchased Assets, which last day of the Due Diligence Period and Purchaser shall be paid by Seller deemed to Buyer within thirty have terminated this Agreement effective as of the expiration of the Due Diligence Period. (30c) calendar days after receipt Purchaser and its agents, employees, and representatives shall have a continuing right of an invoice therefor. Seller also shall make available reasonable access to Buyer a knowledgeable financial or accounting officer the Property during the pendency of this Agreement for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoingconducting surveys, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representationsengineering, warranties and covenants contained hereingeotechnical, and that Buyerenvironmental inspections and tests (including intrusive inspection and sampling for which Purchaser shall obtain Seller’s prior written consent, at its optionwhich shall not be unreasonably withheld or delayed), 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 other inspections, studies, or tests reasonably required by Purchaser. In the course of its investigations Purchaser may make inquiries to third party underwriter parties including, without limitation, lenders, contractors, and municipal, local, and other government officials and representatives, and Seller consents to such inquiries. Purchaser shall keep the Property free and clear of any liens resulting from any such entry by Purchaser, its agents, employees, or representatives. If any inspection or test disturbs the Property, Purchaser will promptly restore the Property to the same condition as existed prior to any such inspection or test. Except as otherwise provided in connection with such underwritingSeller’s consent for any intrusive inspection or sampling, any activities by or on behalf of Purchaser, including, but without limitation, the entry by Purchaser or Purchaser’s designees onto the Property, or the other activities of Purchaser or Purchaser’s designees with respect to the Property (“Purchaser’s Activities”) shall not limited todamage the Property in any manner whatsoever. Further, providing Buyer Purchaser shall indemnify, defend and any third party underwriter with access to hold Seller harmless from and against any and all documentsclaims, recordsliabilities, agreementsdamages, 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, losses costs and expenses of any kind or nature whatsoever (including, without limitation, attorney’s fees and expenses and court costs) (but excluding any claims, liabilities, damages, losses costs and expenses arising from Purchaser’s mere discovery of any condition relating to the Property) suffered, incurred or sustained by Buyer Seller and proximately caused by any Purchaser’s Activities. Notwithstanding any provision herein to the contrary. Purchaser’s obligations under this Section 2.2(c) shall survive the Closing and any termination of this Agreement. Purchaser shall copy Seller on any written reports or summaries prepared by or obtained from third parties (other than any attorney work product or attorney-client communications) in connection with continuing its due diligence diligence. Further, Seller shall be a reliance party under any reports obtained by Purchaser and Purchaser shall timely deliver a copy of the same to Seller. (d) Prior to Purchaser and Purchaser’s designees entering onto the Property, Purchaser shall: (i) if Purchaser does not then have such a policy in force, procure a policy of commercial general liability insurance issued by an insurer reasonably satisfactory to Seller covering all Purchaser’s Activities with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000; (ii) deliver to Seller a Certificate of Insurance evidencing that such insurance is in force and effect and evidencing that Seller has been named as an additional insured thereunder with respect to any Purchaser’s Activities (such Certificate of Insurance shall be delivered to the attention of Sxxxx Xxxx at the address for notices set forth below in Seller’s execution of this Agreement). The policy of liability insurance required by this provision shall be written on Eligible Assets an “occurrence” basis and Purchased Assetsshall be maintained in force through the earlier of (y) the termination of this Agreement and the conclusion of all Purchaser’s Activities, or (z) Closing.

Due Diligence. (a) The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsEligible Assets and the Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each of 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 Files and any and all documents, records, agreements, instruments or information relating to such Purchased Eligible Assets 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 Files and the Purchased Eligible Assets. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may enter into Transactions with purchase Eligible Assets from the Seller based solely upon the information provided by the Seller to Buyer in the Purchased 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 AssetsEligible Assets purchased in a Transaction, including, without limitation, ordering broker's price opinions, new credit reports and new appraisals on the related Mortgaged Properties or Underlying Properties and otherwise re-generating the information used to originate such Eligible Asset. Buyer may underwrite such Purchased Eligible Assets 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 Eligible Assets 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 due diligence on Eligible Assets and Purchased AssetsBuyer's activities pursuant to this Section 17 ("Due Diligence Costs").

Due Diligence. The Seller acknowledges that Buyer the Purchaser has the right to perform continuing due diligence and other reviews with respect to the Purchased Assets, Mortgage Loans and the Seller for purposes of verifying compliance with the representations, warranties warranties, covenants, agreements and specifications made hereunder, under the Mortgage Loan Documents or otherwise, and the Seller agrees that 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 Files, Servicing Records books and records of the Seller and any and all documents, records, agreements, instruments or information relating to such Purchased Assets the Mortgage Loans in the possession or under the control of Seller, Primary Servicer the Seller and any other servicer or sub servicer and/or Affiliates of the CustodianSeller. The 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 a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Seller, the Mortgage Loans and the Purchased AssetsSeller’s books and records. Without limiting The Seller shall also make available to the generality Purchaser any accountants or auditors of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and answer any questions or provide any documents as the representations, warranties and covenants contained herein, and that BuyerPurchaser may require. The Seller shall also cause each servicer or trustee with respect to such Mortgage Loans to cooperate with the Purchaser by permitting the Purchaser to conduct due diligence reviews of files of each such servicer or trustee relating to the Mortgage Loans to the extent such reviews are permitted under the terms of the Mortgage Loan 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 Purchased AssetsMortgage Loans purchased in the 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 Mortgage Loans. Buyer The Purchaser 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 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 Purchased Assets Mortgage Loans 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 19.

Due Diligence. The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews Due Diligence Reviews with respect to the Purchased AssetsMortgage Loans (other than Mortgage Loans that were acquired by the Seller from the Buyer or its Affiliates) 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 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 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 27 (“Due Diligence Costs”) with respect to the Mortgage Loans (other than Mortgage Loans that were acquired by the Seller from the Buyer or its Affiliates); provided, that such Due Diligence Costs shall not exceed the Due Diligence Cap per Transaction 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 dollar limitation set forth herein.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsSecurities and the Purchased Loans, 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 Securities and Purchased 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 AssetsSecurities and Purchased Loans. 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 AssetsSecurities and Purchased Loans. 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 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 Securities and Purchased Loans 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 third party 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 21.

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 (3010) 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’ reasonable attorney’s fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

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 the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Seller, and, to the extent reasonably requested, 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 written notice to 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. , 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 Day 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 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, 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 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 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 Xxxxx in connection with continuing Xxxxx’s due diligence on Eligible Assets and Purchased Assetsactivities pursuant to this Section 20 (as evidenced in reasonably detailed report by Xxxxx).