Common use of Due Diligence Clause in Contracts

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

Due Diligence. (a) Seller acknowledges covenants and agrees to all of the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer has reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty. (b) Buyer covenants and agrees to all of the terms and provisions set forth in this Section 5.2(b). Between the date of this Agreement and the Effective Time, in addition to Seller’s rights provided by Section 5.1(b), Seller, acting through Seller’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Buyer, (b) meet and discuss Buyer and the operations, history and prospects of Buyer with representatives and employees of Buyer and (c) otherwise perform continuing such due diligence reviews with respect to review of Buyer as Seller in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Purchased AssetsContracts, for purposes assets, rights, liabilities and Intellectual Property of verifying compliance Buyer. Seller’s representatives and agents, with the representationsassistance of Buyer’s personnel, warranties will prepare an inventory of all assets and specifications made hereunderother Intellectual Property of Buyer. Buyer shall promptly provide to Seller copies of all documents related to Buyer that Seller reasonably requests. Seller and Seller’s representatives and agents shall be permitted to meet with representatives and employees of Buyer individually and as a group. The due diligence review by Seller will be at Seller’s sole expense, except that Buyer shall make Buyer’s employees, representatives, officers and accountants available to Seller without charge and shall provide copies of documents to Seller without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Seller for any reason whatsoever, as determined by Seller in Seller’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Seller will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or otherwiseto negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Seller agrees that upon reasonable prior notice to Seller, Buyer may terminate this Agreement without payment of any damages 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 Assetspenalty.

Due Diligence. Seller acknowledges that Buyer has (a) Prior to the right to perform continuing Closing, LMP may conduct due diligence reviews with respect concerning the Company Group Entities and the Business to confirm the veracity of Staluppi’s warranties and representations, and to otherwise engage in inspections and due diligence regarding the Business and the Purchased Assets, for purposes of verifying compliance with including obtaining such reports and studies as the representationsLMP deems appropriate. ▇▇▇▇▇▇▇▇ agrees to provide LMP and its Representatives reasonable access to the books, warranties and specifications made hereunderrecords, or otherwisereports, department managers (which access to such managers shall be permitted as mutually agreed by the Parties, and Seller agrees that upon which LMP shall diligently undertake and complete any desired access with a manager in a timely manner), information, and facilities of the Business, and will make the officers and accountants of the Company Group Entities available at reasonable times to discuss with LMP and its Representatives such aspects of the Company Group Entities’ Business as LMP may wish. ▇▇▇▇▇▇▇▇ will cooperate with any reasonable request by the LMP to conduct financial due diligence at one of the Dealership Premises, which shall include while on site read-only access to Staluppi’s dealership management systems, with prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect▇▇▇▇▇▇▇▇, and make copies subject to such reasonable limitations as ▇▇▇▇▇▇▇▇ may impose to protect confidentiality. Any and extracts ofall on-site visits and direct communications with any Company Group Entity employees ▇▇▇▇▇▇▇▇ shall be coordinated in advance with ▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇. LMP’s right to inspect or to receive data and information from ▇▇▇▇▇▇▇▇ or any Company Group Entity shall terminate upon any termination of this Agreement. (b) Prior to the Closing, the Purchased Asset FilesLMP may conduct, Servicing Records inspect and review any and all documentstests, recordsstudies, agreementsand surveys of all aspects of the Dealership Premises, instruments or information relating including, without limitation, to such Purchased Assets in evaluate the possession or under condition of the control improvements located thereon, the soil conditions, environmental conditions (including Phase I and Phase II environmental site assessments), structural integrity, to confirm the ownership, zoning and status of Sellerentitlements applicable to the Dealership Premises, Primary Servicer and to determine LMP’s ability to obtain future financing for the purchase of the Dealership Premises. LMP shall avoid any other servicer or sub servicer and/or unreasonable interference with the Custodianbusiness and operations of Staluppi’s business operations; and LMP, at its sole expense, shall promptly repair any damage caused by said inspections. Seller agrees ▇▇▇▇▇▇▇▇ will make its appropriate officers, employees and representatives available to reimburse Buyer for any and LMP at 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 times for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assetsassisting LMP in such investigations or examinations. Without limiting the generality of Notwithstanding the foregoing, Seller acknowledges that Buyer LMP 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 not perform any time to conduct a partial or complete due diligence review on some or all test of the Purchased Assets. Buyer may underwrite such Purchased Assets itself Dealership Premises of an intrusive 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, disruptive nature (including, but without limitation, soil borings), without the prior written consent of ▇▇▇▇▇▇▇▇, which consent shall not limited tobe unreasonably withheld, providing Buyer conditioned or delayed, except that ▇▇▇▇▇▇▇▇ shall be entitled to review and approve any third party underwriter with access to investigation planned and split 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 Assetssamples taken.

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

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

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

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

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

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

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased 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 Servicer, Repo Servicer, any other servicer or sub sub-servicer 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 ten (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 USActive 60901431.9 92 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. 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 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 Administrative Agent, on behalf of Buyers, has the right right, subject to the limitations set forth in this Section 21, 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 Administrative Agent, on behalf of Buyers, 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 Administrative Agent, on behalf of Buyers, 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 Administrative Agent, on behalf of ▇▇▇▇▇▇, 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 Administrative Agent, on behalf of Buyers, and any third party underwriter designated by Administrative Agent or any Buyer in connection with such underwriting, including, but not limited to, providing Buyer Administrative Agent, on behalf of Buyers, 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 Administrative Agent, on behalf of ▇▇▇▇▇▇, for any and all actual and reasonable out-of-pocket attorneys’ fees, costs and expenses incurred by Buyer Administrative Agent, on behalf of Buyers, 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 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 ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇.▇▇▇, 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇’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 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 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. 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. 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 that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or determining or re-determining the Asset Base for purposes of Section 4 of this Agreement, or otherwise, and Seller agrees that upon Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Assets, including, without limitation, ordering new credit reports and Appraisals on the applicable collateral and otherwise regenerating the information used to originate such Purchased Assets. Upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such any Purchased Assets Asset in the possession or under the control of Seller, Primary Servicer and any other servicer or sub sub-servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Files, the Servicing Records and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Seller further agrees that Seller shall to reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets, including, without limitation, Diligence Fees.

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

Due Diligence. Seller acknowledges that Buyer has From time to time during regular business hours as requested by the right to perform continuing due diligence reviews with respect to Administrative Agent or any Facility Agent upon thirty days’ prior notice, the Purchased AssetsBorrower shall permit the Administrative Agent, for purposes of verifying compliance with the representations, warranties and specifications made hereunderany Facility Agent, 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 Sellerthe Borrower or the agents of the Borrower (including the Subservicers, Primary the Master Servicer and any other servicer the Lux Manager) or sub servicer and/or their respective Affiliates relating to Receivables and the Custodian. Seller agrees Related Security, and (B) to reimburse Buyer for any visit the offices and all reasonable out properties 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 Borrower or the agents of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial the Borrower or accounting officer their respective Affiliates for the purpose of answering questions respecting the Purchased Asset Files examining such materials described in clause (A) above, and to discuss matters relating to Receivables and the Purchased AssetsRelated Security or the Borrower’s performance hereunder with any of the officers or employees of the Borrower having knowledge of such matters or with the Borrower’s independent public accountants (collectively, a “Due Diligence Audit”). Without limiting In connection with a Due Diligence Audit, the generality Borrower shall permit the Administrative Agent, any Facility Agent or their respective agents or representatives (which may also render other services to any ▇▇▇▇▇▇▇▇ Party or any of their Affiliates) to review periodic Monthly Reports to verify amounts reported to underlying accounting records. Such review may include analysis procedures and verification of sales, dilution, collections, write-offs, concentrations, and other information included on the Monthly Reports. Testing may include a review of sample Receivables. Additional testing procedures may be performed to verify the accuracy of information on selected Monthly Reports. The Borrower agrees to cooperate and provide all requested information necessary to perform such due diligence reviews or collateral inspections. Additionally, the Borrower shall permit such testing as may be required to ensure that it has adhered to all terms and conditions required under the Transaction Documents to which it is a party. Notwithstanding the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon after the information provided by Seller occurrence and during the continuation of a Termination Event, the Administrative Agent or any Facility Agent shall be permitted to Buyer take the actions described in the preceding sentences of this Section without being subject to the requirement of providing prior notice. The Borrower shall reimburse the Administrative Agent and the representations, warranties Facility Agents for all reasonable 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’ documented fees, costs and expenses incurred by Buyer any of them in connection with continuing due diligence on Eligible Assets the foregoing actions promptly upon receipt of a written invoice therefor; provided that, so long as no Potential Termination Event or Termination Event shall have occurred and Purchased Assetsbe continuing, the Borrower shall not be required to reimburse the Administrative Agent or any Facility Agent for fees, costs and expenses in connection with more than one Due Diligence Audit in any calendar year (unless the results of a Due Diligence Audit were incomplete or not reasonably satisfactory to the Administrative Agent or the Majority Facility Agents, in which case the Borrower shall be responsible for reasonable and documented fees, costs and expenses in connection with one or more additional Due Diligence Audits in such calendar year until completion of a Due Diligence Audit that is reasonably satisfactory to the Administrative Agent and the Majority Facility Agents). In addition, the Borrower shall be required to reimburse the Administrative Agent and the Facility Agents for reasonable and documented fees, costs and expenses in connection with an additional Due Diligence Audit reasonably requested by the Administrative Agent or the Majority Facility Agents following any material change in the servicing software, systems or procedures or in the Credit and Collection Policy of any ▇▇▇▇▇▇▇▇ Party.

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

Due Diligence. Seller acknowledges that Buyer has 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 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 Buyers have the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer Buyers or its their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer subservicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer Buyers a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer Buyers may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer Buyers and the representations, warranties and covenants contained herein, and that BuyerBuyers, at its their 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 Buyers may underwrite such Purchased Assets itself Loans themselves or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer Buyers 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 Buyers for any and all attorneys’ fees, out-of-pocket costs and expenses reasonably incurred by Buyer Buyers in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyers' activities pursuant to this Section 25 following an Event of Default.

Due Diligence. Seller Borrower acknowledges that Buyer the Lender has the right to perform continuing due diligence reviews with respect to the Purchased AssetsSBA 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 Borrower agrees that upon reasonable (but no less than five (5) Business Days’) prior notice to SellerBorrower (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 SBA Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the CustodianBorrower. 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 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 SBA Loan Files and the Purchased AssetsSBA Loans. Without limiting the generality of the foregoing, Seller Borrower acknowledges that Buyer the Lender may enter into Transactions with Seller make Advances to Borrower based solely upon the information provided by Seller 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 AssetsSBA 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 SBA Loan. Buyer The Lender may underwrite such Purchased Assets SBA Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller 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 SBA Loans in the possession, or under the control, of SellerBorrower. Seller Borrower further agrees that Seller 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 Subject to Section 14(z) and the right limitations contained in the Pricing Side Letter and the EPF Pricing Side Letter, (i) Purchaser, Agent or any of their respective agents, representatives or permitted assigns shall have the right, upon reasonable prior notice and during normal business hours, to conduct inspection and perform continuing due diligence reviews with respect to of (x) Seller and its Affiliates, directors, officers, employees and significant shareholders, including, without limitation, their respective financial condition and performance of its obligations under the Program Documents, and (y) the Servicing File and the Purchased Assets, for purposes of verifying compliance with the representations, warranties Assets and specifications made hereunder, or otherwise, and (ii) Seller agrees that upon reasonable prior notice promptly to Sellerprovide Purchaser, Buyer or its authorized representatives will be permitted during normal business hours to examineAgent and their respective agents with access to, inspect, and make copies of and extracts of, the Purchased Asset Files, Servicing Records and from any and all documents, records, agreements, instruments or information (including, without limitation, any of the foregoing in computer data banks and computer software systems) relating to such Seller's respective business, operations, servicing, financial condition, performance of their obligations under the Program Documents, the documents contained in the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession possession, or under the control control, of Seller. In addition, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer Purchaser and/or Agent, upon reasonable prior notice and during normal business hours, a knowledgeable financial or accounting officer of Seller for the purpose of answering questions respecting any of the Purchased Asset Files and the Purchased Assetsforegoing. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may Purchaser shall enter into Transactions transactions with Seller based solely upon the information provided by Seller to Buyer Purchaser and/or Agent and the representations, warranties and covenants contained herein, and that BuyerPurchaser and/or Agent, at its option, has shall have the right at any time to conduct a partial itself or complete due diligence review on some through its agents, or all require Seller to conduct quality reviews and underwriting compliance reviews of the Purchased Assetsindividual Mortgage Loans at the expense of Seller. Buyer may underwrite Any such Purchased Assets itself diligence conducted by Purchaser and/or Agent shall not reduce or engage a third party underwriter to perform such underwritinglimit the Seller's representations, warranties and covenants set forth herein. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and reimburse Purchaser and/or Agent for all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, reasonable out‑of‑pocket due diligence costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.pursuant to this Section 36. 1041 4689

Due Diligence. Seller acknowledges 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 56 61 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 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 Servicer, Repo Servicer, any other servicer or sub sub-servicer 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 119 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 (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 may deliver a written notice to Seller and Escrow Agent (a “Due Diligence Approval Notice”) on or under before the control last day of Sellerthe Due Diligence Period. If Purchaser so delivers a Due Diligence Approval Notice to Seller and Escrow Agent, Primary Servicer Purchaser shall deposit the Second Deposit with the Escrow Agent in accordance with Section 1.4. If Purchaser so delivers a Due Diligence Approval Notice to Seller and any other servicer Escrow Agent in accordance with this Section 2.2(b) and deposits the Second Deposit with Escrow Agent in accordance with Section 1.4, 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 sub servicer and/or before the Custodianlast day of the Due Diligence Period. If Purchaser fails to deposit the Second Deposit with Escrow Agent in accordance with Section 1.4 or fails to deliver either a Due Diligence Approval Notice or a Due Diligence Termination Notice to Seller agrees and Escrow Holder, 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 conducting surveys, engineering, geotechnical, and environmental inspections and tests (including intrusive inspection and sampling), and any other inspections, studies, or tests reasonably required by Purchaser. In the Purchased Asset Files course of its investigations Purchaser may make inquiries to third 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 Purchased AssetsProperty free and clear of any liens and will indemnify, defend, and hold Seller harmless from all claims and liabilities asserted against Seller as a result of any such entry by Purchaser, its agents, employees, or representatives, excluding any claims or liabilities arising from Purchaser’s discovery of any condition relating to the Property. Without limiting the generality Further, Purchaser agrees that Purchaser shall carry commercial general liability insurance with limits of the foregoingliability of not less than $1,000,000.00 per occurrence and $2,000,000.00 general aggregate covering all activities of Purchaser’s agents, Seller acknowledges that Buyer may enter into Transactions with Seller based solely contractors and representatives while exercising Purchaser’s right of entry 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 underwritingProperty. Seller and Seller’s lender shall be named as additional insureds on such commercial general liability policy. Purchaser shall deliver the required certificate of insurance to Seller evidencing such coverage prior to the date that any agent or contractor of Purchaser first goes onto the Property. Purchaser shall deliver copies of all written reports, inspections, tests and studies it obtains regarding the Property to Seller within one Business Day after its receipt of same. Purchaser agrees to cooperate with Buyer keep the contents and any third party underwriter results of such reports, inspections, tests and studies confidential except that Purchaser may divulge same to (i) its potential lenders and investors, (ii) its consultants and attorneys, (iii) to the City if necessary in connection with obtaining the Development Approvals (defined below), and (iv) if required by law. If any inspection or test disturbs the Property, Purchaser will restore the Property to the same condition as existed prior to any such underwriting, including, but not limited to, providing Buyer inspection or test. Purchaser’s obligations under this Section 2.2(c) shall survive the Closings 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, termination of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetsthis Agreement.

Due Diligence. 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. (a) The Loan Documents and the other documents identified on Schedule I, if any, are the “Loan File Documents.” Although Seller acknowledges that has offered to make the Loan File Documents available for inspection by Buyer (subject to the execution of a confidentiality agreement), Buyer has declined to receive copies of the right Loan File Documents. (b) The Loan File Documents may have been prepared by Seller, prior holders of the Loan, third party contractors or other persons. BUYER UNDERSTANDS AND ACKNOWLEDGES THAT ANY LOAN FILE DOCUMENT PROVIDED BY SELLER OR ANY OTHER SELLER PARTY (defined below) IS BEING PROVIDED WITHOUT REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS OR ACCURACY OF THE FACTS, PRESUMPTIONS AND CONCLUSIONS CONTAINED THEREIN, AND BUYER MAY NOT RELY ON ANY LOAN FILE DOCUMENT IN ANY REGARD. SELLER SPECIFICALLY ADVISES BUYER TO CONDUCT AN INDEPENDENT INVESTIGATION WITH RESPECT TO (AMONG OTHER THINGS) THE VALIDITY AND ENFORCEABILITY OF THE LOAN DOCUMENTS AND OTHER LOAN FILE DOCUMENTS, THE IDENTIFICATION, EXISTENCE, VALUE AND CONDITION OF ALL COLLATERAL FOR THE LOAN, AND LIEN PRIORITY AND PERFECTION. (c) The Loan File Documents do not include, and Seller does not represent that it has made available to perform continuing due diligence reviews Buyer, all documents or information within the possession or control of Seller or the other Seller Parties relating the Loan, the Property, the Borrowers, the Guarantors or otherwise. Certain of such documents and information have been excluded from disclosure by Seller (or may later come into a Seller Party’s possession and remain undisclosed) in its sole and absolute discretion and, for purposes of this Agreement, are referred to collectively as the “Excluded Information.” The Excluded Information includes information or documents with respect to the Purchased AssetsLoan, for purposes of verifying compliance with the representationsProperty, warranties and specifications made hereunderBorrowers, any Guarantor, or otherwiseany of their affiliates or representatives that is not known to Buyer and that may be material, and Seller agrees that if known to Buyer, could have an impact upon reasonable prior notice to Sellerperceived, Buyer apparent or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts actual value of, the Purchased Asset Filesmerits and risks with respect to, Servicing Records or the decision to acquire, the Loan. The Excluded Information might include, without limitation, attorney-client or otherwise legally privileged documents, appraisals, broker’s opinions of value or other valuation documents, internal loan risk assessments, asset or credit grading reports and any internally prepared memoranda. Buyer understands and acknowledges that Seller makes no representations or warranties regarding the Excluded Information and that the Excluded Information could contain documents or information which, if known to Buyer, could have a material impact on its determination of value of the Loan as well as its decision to purchase the Loan. (d) Buyer hereby acknowledges and agrees that Buyer has made its own independent investigation of the financial condition and business affairs of Borrowers and all documentsother persons or entities that have executed any of the Loan File Documents, recordsand that Buyer has conducted its own independent review of the Loan File Documents, agreementsand that Buyer has made its own determination as to the following, instruments notwithstanding its lack of knowledge of or information relating access to such Purchased Assets the Excluded Information: (i) the enforceability of the Loan; (ii) the existence, condition, location or value of any property, real or personal, encumbered pursuant to or affected by or described in any of the possession or under Loan File Documents; and (iii) the control of Seller, Primary Servicer fact that the Note remains unpaid and any other servicer or sub servicer is in default. (e) Buyer acknowledges that there may be certain environmental issues and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer risks with respect to continuing due diligence the Property (including the real property, all buildings, structures and improvements situated thereon, and water rights or mineral interests securing payment of the Note). BUYER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT UNDERTAKEN TO MAKE THE PROPERTY AVAILABLE FOR INSPECTION BY BUYER, AND THAT BUYER IS RELYING, AND WILL RELY SOLELY ON WHATEVER INVESTIGATION OF THE PROPERTY IT HAS CONDUCTED, IF ANY, AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ANY OF ITS AGENTS OR REPRESENTATIVES, AND HEREBY WAIVES ALL OBJECTIONS OR CLAIMS AGAINST SELLER AND ALL SELLER PARTIES (INCLUDING ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS (AS DEFINED BELOW) ON OR RELATING TO THE PROPERTY. Nothing in this Section 4 or otherwise in this Agreement is intended to, or may be construed to, amend, modify or waive any provisions contained in any nondisclosure or confidentiality agreement between the parties. For purposes of this Agreement, the term “Hazardous Materials” means any substance which is or contains: (i) any “hazardous substance” as now or hereafter defined in § 101(14) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.) (“CERCLA”) or any regulations promulgated under CERCLA; (ii) any “hazardous waste” as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.) (“RCRA”) or any regulations promulgated under RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. - § 2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; (viii) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements (as defined below) or the common law, or any other applicable laws relating to the Property; and (ix) any substance, the presence of which on the Purchased AssetsProperty: (A) requires reporting, which shall be paid by Seller investigation or remediation under Environmental Requirements; (B) causes or threatens to Buyer within thirty cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (30C) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer which, if it emanated or migrated from the Property could constitute 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 Assetstrespass.

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 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 will have until the right expiration of the fifth business day after delivery of each of following items, to perform continuing be supplied by Seller, to conduct all of its inspections and due diligence reviews and satisfy itself regarding each item, the Property, and this transaction. (a) The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see paragraph 8 below). (b) Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) Copies of an "as built" survey of the Property done concurrent with respect Seller's acquisition of the Property. Buyer Initial: /s/ WHB /s/ TEB Purchase Agreement for Applebee's - Temple Terrace, FL (▇) ▇▇▇▇▇ ▇▇ the Entire Property showing occupancy date, lease expiration date, rent, and Guarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and Seller and dated on escrow closing date be delivered to the Purchased AssetsSeller on the Closing date. Buyer may cancel this agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of any review period or inspection period. Such notice shall be deemed effective only upon receipt by Seller. If Buyer cancels this Agreement as permitted under this Section, except for purposes any escrow cancellation fees and any liabilities under sections 15(a) of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Sellerthis agreement (which will survive), 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 (after execution of such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid documents reasonably requested by Seller to Buyer within thirty (30evidence the termination hereof) 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 hereinbe returned its First Payment, and that BuyerBuyer will have absolutely no rights, at its option, has the right at claims or interest of 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 type in connection with such underwritingthe Property or this transaction, includingregardless of any alleged conduct by Seller or anyone else. Buyer irrevocably will be deemed to have canceled this Agreement and relinquish all rights in and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the Second Payment is made when required, but not limited to, providing Buyer all of Buyer's conditions 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 91 (a) Borrower acknowledges that Buyer Administrative Agent (or its designated representatives or accounting firm) has the right to perform continuing due diligence reviews with respect to Borrower and the Purchased Pledged Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller Borrower agrees that upon reasonable (but no less than one (1) Business Day) prior notice (unless an Event of Default, a monetary Default or another Default pursuant to Sellerwhich Administrative Agent shall have delivered a notice of default to Borrower hereunder shall have occurred, Buyer in which case no notice is required) to Borrower, Administrative Agent or its authorized designated representatives or accounting firm will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Collateral Files, Servicing Records servicing records and any and all documents, records, agreements, instruments or information relating to such Purchased Pledged Assets in the possession or under the control of SellerBorrower, Primary Servicer and the Servicer, 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 Borrower acknowledges that Buyer Administrative Agent may enter into Transactions Loans with Seller Borrower based solely upon the information provided by Seller Borrower to Buyer Administrative Agent and the representations, warranties and covenants contained herein, and that BuyerAdministrative Agent, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsPledged Assets including, without limitation, ordering price opinions, new credit reports and new appraisals on the related Underlying Properties and otherwise re-generating the information used to originate such Pledged Asset. Buyer Administrative Agent may underwrite such Purchased Pledged Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller Borrower agrees to reasonably cooperate with Buyer Administrative Agent and any third party underwriter reasonably acceptable to Borrower in connection with such underwriting, including, but not limited to, providing Buyer Administrative Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Pledged Assets in the possession, or under the control, of SellerBorrower. Seller further agrees Administrative Agent and Borrower hereby agree that Seller Borrower shall reimburse Buyer for any and pay all attorneys’ feesdue diligence out-of-pocket costs, costs legal fees and expenses incurred by Buyer Administrative Agent in connection with continuing Administrative Agent’s due diligence on Eligible Assets and Purchased Assetspursuant to this Section 9 (“Due Diligence Costs”).

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

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, the Sellers, 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 the Sellers agree that upon reasonable (but not less than three (3) Business Days) prior notice to Sellerthe Sellers, 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 the Sellers. The Sellers 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, ▇▇▇▇▇ agrees that it shall exercise best efforts, in the Purchased Assetsconduct of any such due diligence, which to minimize any disruption to Sellers’ normal course of business. The Sellers 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 Sellers and Buyer establish mutually agreeable procedures for the handling and use by Buyer of Sellers’ confidential beneficial ownership information, Sellers shall ensure that Buyer has sufficient information relating to Sellers’ beneficial ownership for purposes of Buyer’s compliance with 31 C.F.R. § 1010.230. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from such Seller based solely upon the information provided by such 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. 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 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 SellerSellers. Each Seller 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 Assets▇▇▇▇▇’s activities pursuant to this Section 17 (the “Due Diligence Costs”); provided that no Seller shall 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. Seller acknowledges Following notice that Buyer has the right Eton Park intends to perform continuing due diligence reviews exercise its purchase option, Eton Park and its agents shall be provided reasonable access to, and full information with respect to the Purchased Assetsto, for purposes of verifying compliance with the representationsHoldings’ and its subsidiaries’ books and records, warranties and specifications made hereunderproducts, or otherwisepremises, 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 personnel for the purpose of answering questions respecting completing Eton Park’s due diligence investigation of Holdings’ business. Holdings further agrees that it shall authorize and direct the Purchased Asset Files appropriate managers and employees of Holdings and its subsidiaries to assist Eton Park in, and Eton Park is authorized to, contact prior to the Purchased Assetsclosing and without the prior consent of Holdings, any landlord, customer, supplier, distributor or other material business relation of Holdings. Without limiting All confidential and proprietary information obtained by Eton Park and its agents during the generality course of such investigation will be maintained by Eton Park and its agents on a confidential basis. Confidentiality: Prior to the execution of definitive documentation, neither Holdings nor Eton Park will, without first obtaining the approval of the foregoingother, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon make any public announcement, directly or indirectly, regarding the information provided Asset Sale, nor disclose the existence of this Summary of Terms or the nature of the Asset Sale to any person except as required by Seller law or regulatory bodies and other than to Buyer the respective principals or other representatives of Holdings and Eton Park, each of whom shall be similarly bound by such confidentiality obligations. At such time as the representations, warranties Holders have received (i) repayment of the Overture Advance and covenants contained herein, (ii) repayment of any Obligations consisting of costs and that Buyer, at its option, has the right expenses (including attorneys fees and expenses) incurred at any time to conduct a partial or complete due diligence review on some or all of by 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 Holders in connection with such underwritingthe negotiation and preparation of this Agreement, includingthe Second Lien Documents, but not limited to, providing Buyer all documents drafted in connection the proposed restructuring of the Company’s Obligations that preceded the parties’ entry into this Agreement 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 that may be incurred by Buyer the Holders in connection respect of any further modification, amendments, restructuring, “workout”, or exercise of remedies in relation to this Agreement or any Second Lien Documents, the Holders shall deposit 5% of the next $20 million received by them as repayment on the Notes (exclusive of the repayment of the amounts described in clauses (i) and (ii) above) with continuing due diligence an escrow agent for the benefit of Company management. The escrowed funds will be released to an account designated by the Company at such time as the Holders have received aggregate payments (exclusive of the repayment of the amounts described in clauses (i) and (ii) above) on Eligible Assets the Notes of $21 million (“Release Date”) and Purchased Assetsshall be utilized by the Company for the sole purpose of issuing performance bonuses to those members of the Company’s management that have been approved by the Holders. If the Release Date has not occurred by [____ __, 2010], the escrow corpus will revert back to the Holders.

Due Diligence. Each of Seller and Guarantor acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsUnderlying Mortgage Loans, Seller, and each Servicer, including, without limitation, financial information, organization documents and purchase agreements for each pool of Underlying 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 Underlying Mortgage Loans, or otherwise, and each of 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 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 Underlying Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer Guarantor 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. Each of 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 Mortgage Files and the Purchased AssetsUnderlying Mortgage 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 Underlying 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 AssetsUnderlying Mortgage Loans subject to a Transaction, including, without limitation, ordering new credit reports and new appraisals on the related Mortgaged Properties with respect to the Underlying Mortgage Loans and otherwise re-generating the information used to originate such Underlying Mortgage Loan, which information may be used by Buyer to calculate Market Value. Buyer may underwrite such Purchased Assets Underlying Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each of Seller and ▇▇▇▇▇▇▇▇▇ 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 SellerSeller or Guarantor. Seller Subject to any applicable Expense Cap, ▇▇▇▇▇▇ 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 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 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 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, the Guarantor and the Servicers or Subservicers, including, without limitation, financial information, organization documents, business plans, purchase agreements and underwriting purchase models 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 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇, 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 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 otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer subservicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of out-of-pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased AssetsAssets during the term of this Agreement, which shall be paid by Seller to Buyer within thirty five (305) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. Each Seller acknowledges that Buyer that, at reasonable times and upon reasonable notice to Sellers, Administrative Agent has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Seller agrees that upon reasonable prior written notice to SellerSellers, Buyer Administrative Agent 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 SellerSellers, 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 Sellers also shall make available to Buyer Administrative Agent upon reasonable advance notice a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets, and at least once annually, Administrative Agent shall be permitted to visit Guarantor and/or Sellers’ offices at a mutually agreeable time to meet with the investment and management teams regarding their investment and management strategies. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer Administrative Agent may enter into Transactions with a Seller based solely upon the information provided by such Seller to Buyer Administrative Agent and the representations, warranties and covenants contained herein, and that BuyerAdministrative Agent , at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer Administrative Agent may underwrite such Purchased Assets itself or engage a third third-party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer Administrative Agent and any third third-party underwriter reasonably acceptable to Sellers in connection with such underwriting, including, but not limited to, providing Buyer Administrative Agent 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 SellerSellers (excluding, for the avoidance of doubt, any information which a Seller is not permitted to obtain from the obligors under the Purchased Asset Documents without cost or expense to such Seller (other than de minimis cost or expense)). Seller further agrees that Seller Sellers shall reimburse Buyer Administrative Agent for all actual out-of-pocket due diligence costs reasonably incurred by Administrative Agent relating to Administrative Agent’s review of any Purchased Asset (including, without limitation, reasonable and actual out-of-pocket outside legal costs, custodial fees and third-party due diligence costs and fees). Sellers shall pay for all attorneys’ fees, of Administrative Agent’s actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with continuing due on-site diligence on Eligible Assets visits. Upon the request of Administrative Agent, upon the occurrence and during the continuance of an Event of Default, at Sellers’ sole cost and expense, with respect to any individual Purchased AssetsAsset, Sellers shall obtain updated Appraisals of the Mortgaged Properties relating to such Purchased Asset.

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, REO Properties 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, 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 Mortgage Loans and REO Properties 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 the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Files, the Mortgage Loans and the Purchased AssetsREO Properties. Without limiting the generality of the foregoing, Seller acknowledges the Sellers acknowledge that the Buyer may enter into Transactions with Seller purchase Mortgage Loans and REO Properties from the Sellers based solely upon the information provided by Seller the Sellers to the Buyer in the Purchased 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 AssetsMortgage Loans and REO Properties 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 and REO Properties. The Buyer may underwrite such Purchased Assets Mortgage Loans and REO Properties itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees The Sellers agree 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 Mortgage Loans and REO Properties 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 the Buyer in connection with continuing the Buyer’s activities pursuant to this Section 27 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall not exceed $25,000 per calendar year unless an Event of Default shall have occurred, in which event the Buyer shall have the right to perform due diligence on Eligible Assets and Purchased Assetsdiligence, at the sole expense of the Seller without regard to the dollar limitation set forth herein.

Due Diligence. Seller acknowledges that Buyer has the Buyers have the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, the Buyer or its their 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 the 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 the Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to the Buyer 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 Assets. The Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. 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 in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse the Buyer for any and all attorneys’ fees, reasonable costs and expenses incurred by Buyer the Buyer, not to exceed $10,000 with respect to each Purchased Asset, in connection with continuing due diligence on Eligible Assets and Purchased Assetsthe Buyer’s activities pursuant to this Section 25.

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 (a) Each Borrower acknowledges that Buyer Lender has the right to perform continuing due diligence reviews with respect to the Purchased Assetson all proposed Rental Properties and Financed Rental Properties, each Borrower Party and Guarantor, including financial information, organization documents, business plans, purchase agreements and underwriting purchase models for each pool of Rental Properties, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, hereunder or otherwise, and Seller each Borrower agrees that (i) upon reasonable prior notice to SellerBorrowers, Buyer unless an Event of Default shall have occurred, in which case no notice is required, Lender 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 Property Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Rental Property (the “Due Diligence Documents”) in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer Borrower Party and/or Guarantor and/or the Custodian, or (ii) upon reasonable request, Borrowers shall create and deliver to Lender within five (5) Business Days of such request, an electronic copy via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇-▇▇@▇▇▇▇▇▇.▇▇▇, in a format acceptable to Lender, of such Due Diligence Documents as Lender may request. 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 Borrowers also shall make available available, and cause each other Borrower Party and Guarantor to Buyer make available, to Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Property Files and the Purchased Assets. Rental Property. (b) Without limiting the generality of the foregoing, Seller each Borrower acknowledges that Buyer Lender may enter into Transactions with Seller make Advances (including Incremental Advances) to Borrowers secured by Collateral based solely upon the information provided by Seller Borrowers to Buyer Lender in the Asset Schedule and the representations, warranties and covenants contained herein, and that BuyerLender, 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 AssetsRental Properties pledged to secure an Advance, including (i) ordering BPOs, new credit reports, lien searches and new appraisals on the related Rental Property, (ii) conducting diligence on a Sample Set, which diligence shall include a review of the BPOs for such Sample Set, (iii) conducting lien and litigation searches from time to time on Rental Properties that are Ramp-Up Rental Properties or Eligible Non-Mortgaged Rental Properties, (iv) otherwise re‑generating the information used to originate such Rental Property, and (v) perform limited underwriting of the Rental Properties to confirm (x) that the costs of Improvements previously incurred with respect to a Rental Property are reflected in the current BPO Value of such Rental Property and (y) with respect to Stabilized Rental Properties, that the related Tenant is occupying the Rental Property. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller Each Borrower agrees to cooperate with Buyer and, to the extent it controls such other Borrower Party, agrees to cause each other Borrower Party and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer to provide Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Rental Property in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and such Borrower. (c) Borrowers agree to pay all attorneys’ fees, reasonable out‑of‑pocket costs and expenses incurred by Buyer Lender in connection with continuing Lender’s activities pursuant to this Section 19; provided that prior to the occurrence of an Event of Default, Borrowers shall not be obligated to pay to Lender more than the applicable Due Diligence Cap in connection with (x) Lender’s due diligence of (x) proposed Rental Properties and Financed Rental Properties under this Section 19 (with the exception of any costs incurred in connection with (i) obtaining BPOs in respect of such Rental Property in accordance with this Agreement, (ii) the lien and litigation searches conducted from time to time on Rental Properties that are Ramp-Up Rental Properties or Eligible Assets Non-Mortgaged Rental Properties, or (iii) the costs incurred in connection with the review of the Lenders’ Title Insurance Policies procured with respect to the Financed Rental Properties that are subject to a Mortgage, none of which costs shall be subject to the Due Diligence Cap) and Purchased Assets(y) Lender’s due diligence reviews of Borrower Parties and Guarantor. Lender may, based on such due diligence, change contractual terms and add protections it deems, in its absolute discretion, necessary to protect its rights in the Financed Rental Property.

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. 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 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, 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 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.

Due Diligence. Seller acknowledges that Buyer Administrative Agent, on behalf of Buyers, has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or determining or re-determining the Purchase Price LTV for purposes of Section 4 of this Agreement, or otherwise, and Seller agrees that upon Administrative Agent, on behalf of Buyers, 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 Administrative Agent, on behalf of Buyers, 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 Administrative Agent, on behalf of B▇▇▇▇▇, 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 S▇▇▇▇▇ agrees to cooperate with Buyer Administrative Agent, on behalf of Buyers, and any third party underwriter designated by Administrative Agent or any Buyer in connection with such underwriting, including, but not limited to, providing Buyer Administrative Agent, on behalf of Buyers, 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 S▇▇▇▇▇ agrees that Seller shall to reimburse Buyer Administrative Agent, on behalf of B▇▇▇▇▇, for any and all reasonable out-of-pocket attorneys’ fees, costs and expenses incurred by Buyer Administrative Agent, on behalf of Buyers, 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 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 Servicer, Interim Servicer, any other servicer or sub sub-servicer 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 ten (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’ 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 Once during each calendar year (commencing on the right to perform continuing due diligence reviews with respect to the Purchased AssetsClosing Date), 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 at such times during normal business hours as are reasonably convenient to examinethe Borrower or the Servicer, inspectas the case may be, at the sole cost and expense of the Servicer and upon reasonable request of the Deal Agent and prior written notice to the Borrower or the Servicer, as the case may be, the Borrower or the Servicer, as the case may be, shall permit such Person or Persons as the Deal Agent may designate to conduct, on behalf of all of them, audits or to visit and inspect any of the properties of the Borrower or the Servicer (including any Subservicer) where the Receivable Files are located, as the case may be, to examine the Receivable Files, internal controls and procedures maintained by the Borrower or Servicer, as the case may be, and make take copies and extracts therefrom, and to discuss the affairs of the Borrower and the Servicer (including any Subservicer) with their respective officers and employees (which employees, except after the occurrence and during the continuation of a Termination Event, Unmatured Termination Event or Servicer Termination Event, shall be designated by the Borrower or the Servicer, as the case may be) and, upon written notice to the Borrower or the Servicer, as the case may be, independent accountants; provided, further, that after the occurrence and during the continuation of a Termination Event, the Deal Agent, each Agent or their respective representatives shall be permitted to take the foregoing actions without being subject to any limitation on the number of audits, visits or inspections that may be conducted during a calendar year and such audits, visits or inspections shall be at the sole cost and expense of the Servicer; provided, that the Deal Agent, each Agent and its representatives shall make reasonable efforts to coordinate, and provide five (5) days’ prior written notice of, such audits, visits and inspections. The Deal Agent will provide each Agent with the Purchased Asset Filesresults of each audit or inspection performed by it pursuant to this subsection, Servicing Records including any report prepared in connection therewith. The Borrower or the Servicer, as the case may be, hereby authorizes such officers, employees and any independent accountants (and all documentsthe Servicer shall cause each Subservicer to authorize such officers, recordsemployees and independent accountants) to discuss with the Deal Agent and its representatives, agreementsthe affairs of the Borrower or the Servicer, instruments or information relating to such Purchased Assets in as the possession or under case may be. The Servicer shall reimburse the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer Deal Agent 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 or on behalf of the Deal Agent and the Secured Parties in connection with continuing due diligence the foregoing actions promptly upon receipt of a written invoice therefor. Any audit provided for herein shall be conducted in accordance with the rules of the Borrower and Servicer respecting safety and security on Eligible Assets its premises and Purchased Assetswithout materially disrupting operations. Nothing in this Section shall affect the obligation of the Servicer to observe any Applicable Law prohibiting the disclosure of information regarding the Obligors, and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this subsection.

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

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

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

Due Diligence. Seller acknowledges that Buyer has The Issuer will authorize a collection of information regarding the right Offering (the “Due Diligence Information”), which collection the Issuer may amend and supplement from time to perform continuing time, to be delivered by the Managing Broker-Dealer to the Selling Group Members (or their agents performing due diligence) in connection with their due diligence reviews review of the Offering (collectively, “Additional Information,” and together with the Due Diligence Information, the “Confidential Information”). In the event a Selling Group Member (or its agent performing due diligence) requests access to additional information or otherwise wishes to conduct additional due diligence regarding the Offering, the Issuer or the Depositor and the Managing Broker-Dealer will reasonably cooperate with such Selling Group Member to accommodate such request. All Due Diligence Information received by the Managing Broker-Dealer and/or the Selling Group Members in connection with their due diligence review of the Offering are confidential and shall be maintained as confidential and not disclosed by the Managing Broker-Dealer or the Selling Group Members except to the extent such information is disclosed in the Memorandum to any other person, including without limitation, any sales representatives or potential investors. If the Managing Broker-Dealer or a Selling Group Member is required pursuant to legal process, including without limitation rules or regulations of the SEC, FINRA, or any other governmental or regulatory authority with oversight authority with respect to the Purchased AssetsManaging Broker-Dealer or such Selling Group Member, for purposes of verifying compliance with to disclose any Confidential Information, unless the representations, warranties and specifications made hereunder, or Issuer agrees to otherwise, and Seller agrees such party will promptly notify the Issuer to permit it to seek a protective order or take other appropriate action. Such Managing Broker-Dealer or Selling Group Member will cooperate in the Issuer’s efforts to obtain a protective order or other reasonable assurance that upon reasonable prior notice to Seller, Buyer or its authorized representatives confidential treatment will be permitted during normal business hours to examineaccorded the Confidential Information. If, inspect, and make copies and extracts ofin the absence of a protective order, the Purchased Asset FilesManaging Broker-Dealer or a Selling Group Member is, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession opinion of counsel, compelled as a matter of law to disclose the Confidential Information, such Managing Broker-Dealer or under Selling Group Member may disclose to 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 person compelling disclosure only that part of the foregoingConfidential Information as are required by law to be disclosed, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon unless 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 Issuer 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 Assetsotherwise.

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 right, at its own cost and expense, to perform continuing due diligence reviews with respect to the Purchased Assets, Assets and the related Underlying Assets for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset FilesAssets File, 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 with respect to the Purchased Asset Files File and the Purchased Assets and Underlying Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into the Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets and the Underlying Assets. Buyer may underwrite such the Purchased Assets and the Underlying 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 the 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 (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 acknowledges that Buyer has the Buyers have the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, the Buyer or its their 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 the 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 the Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to the Buyer 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 Assets. The Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably 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 in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse the Buyer for any and all attorneys’ fees, costs and expenses incurred by the Buyer in connection with continuing due diligence on Eligible Assets the Buyer’s activities pursuant to this Section 25; provided that such costs and expenses incurred in connection with activities pursuant to this Section 25 relating to entering into a Transaction shall not exceed $7,500 for each Purchased AssetsAsset.

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

Due Diligence. Each Seller Party and Guarantor acknowledges that Buyer Administrative Agent (and each Buyer, by making a request to Administrative Agent) has the right to perform continuing due diligence reviews with respect to the Purchased AssetsAssets and the Underlying Assets and each Seller Party, Guarantor and Servicer, 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 written notice to Seller(unless an Event of Default shall have occurred, in which case no notice is required), Administrative Agent, each Buyer or its their respective 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 the Purchased Assets and Underlying Assets (the “Due Diligence Documents”) in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer such Seller Party and/or the Custodian, or (b) upon request, such Seller Party shall create and deliver to Administrative Agent within [***] of such request, in electronic form, in a format agreed upon by Administrative Agent and Seller Parties, such Due Diligence Documents as Administrative Agent may request. Each Seller agrees to reimburse Buyer for any Party and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller Guarantor also shall make available to Buyer Administrative Agent and Buyers a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Assets, the Asset Files and the Purchased Underlying Assets. Without limiting the generality of the foregoing, each Seller Party acknowledges that Buyer Administrative Agent on behalf of Buyers may enter into Transactions transactions with Seller Parties in respect of the Purchased Assets and Underlying Assets based solely upon the information provided by Seller Parties to Buyer Administrative Agent in the Asset Schedule and the representations, warranties and covenants contained herein, and that Administrative Agent (or any Buyer, if such diligence request is approved by Administrative Agent) at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets and the Underlying Assets subject to a Transaction, including, without limitation ordering broker’s price opinions, new credit reports and new appraisals with respect to the related Underlying Assets and any related Mortgaged Properties, reviewing and verifying insurance and claims history, and otherwise re-generating the information used to originate such Underlying Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller Party agrees to cooperate with Administrative Agent, each Buyer and any mutually agreed upon third party due diligence firm to perform such due diligence, subject to such third party due diligence firm executing Administrative Agent’s standard form of disclosure agreement, and will provide each Buyer and any third party underwriter 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 Underlying Assets in the possession, or under the control, of Sellersuch Seller Party. Seller further agrees that Seller shall reimburse Buyer for any pay all reasonable and all attorneys’ fees, documented third-party out-of-pocket costs and expenses incurred by Administrative Agent and each Buyer in connection with continuing Administrative Agent’s and each Buyer’s activities pursuant to this Section 19 LEGAL02/44639412v17 in an amount not to exceed the Due Diligence Cap per calendar year. All third-party diligence provided to or for Seller with respect to the Underlying Assets must be performed by third party diligence providers acceptable to Administrative Agent in its reasonable discretion, and each scope of work (including changes thereto) are subject to Administrative Agent’s approval. For the avoidance of doubt, any due diligence on Eligible Assets and Purchased Assetsrequested by a Buyer pursuant to this section, shall be completed through Administrative Agent or its agents.

Due Diligence. (a) Seller acknowledges that Buyer 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 has occurred, in which case no notice is required, to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer Seller and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall 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 acknowledges that Buyer has the right to conduct an on-site financial review on an annual basis. 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 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 and otherwise re‑generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and pay all attorneys’ feesreasonable, 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, subject to an annual cap of $25,000 unless an Event of Default has occurred (“Due Diligence Costs”).

Due Diligence. (a) Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, Mortgage 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 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, 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 SellerMaster Servicer, Primary Servicer and any other servicer or sub servicer Seller and/or the applicable 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 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 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, 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇’s due diligence on Eligible Assets and Purchased Assetsactivities pursuant to this Section 20 (as evidenced in reasonably detailed report by ▇▇▇▇▇).

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 Servicer, Repo Servicer, any other servicer or sub sub-servicer 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 ten (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 190 USActive 60477385.9 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.. 191

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 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 Buyer’s 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 time, either itself or through its authorized representative, to conduct a partial or complete due diligence review on some or all of the Purchased Assets, provided that Seller’s obligation to pay Buyer’s costs expenses of due diligence shall be limited as set forth in the Fee Letter. 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 Buyer’s due diligence on Eligible Assets reviews with respect to each Purchased Asset pursuant to this Section 23, including, without limitation, reasonable attorneys’ fees and Purchased Assetsexpenses and subject to the limitations set forth in the Fee Letter.

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

Due Diligence. (a) Seller acknowledges agrees 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 permitted, upon 2 Business Days prior written request, during normal business hours and subject to the Seller’s normal security and confidentiality procedures 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 agrees 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 Repurchase Agreement $250MM Facility Securities and Purchased Loans in the possession, or under the control, of Seller. Seller further agrees that In addition, Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and other property level information, with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request. Seller also agrees to reimburse Buyer as and when billed by Buyer for any and all attorneys’ fees, out-of-pocket costs and expenses reasonably incurred by Buyer in connection with continuing Buyer’s due diligence on Eligible Assets reviews with respect to the Purchased Loans and Purchased AssetsSecurities pursuant to this Section 28 and the enforcement or the preservation of Buyer’s rights under this Agreement or any Transaction contemplated hereby, including without limitation the reasonable fees and disbursements of its counsel; provided, that with respect to such costs and expenses relating to due diligence reviews prior to any Event of Default, Seller shall only be required to reimburse Buyer for such costs and expenses relating to two due diligence reviews during any 12 month period.

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

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

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsAssets (including, without limitation, ordering one Appraisal per Purchased Asset for each twelve (12) month period following the Purchase Date therefor at Seller’s sole cost and expense), 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 Servicer, Repo Servicer, any other servicer or sub servicer sub‑servicer and/or the Custodian. Seller ▇▇▇▇▇▇ agrees to reimburse Buyer for any and all reasonable out of pocket 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. During the Due Diligence Period, Purchaser may review and inspect the following matters relating to the Property: (a) Any “To be built” or “as built” sets of plans for the Property that are in Seller’s possession or control; (b) The most recent topographical survey for the Property that is in Seller’s possession; (c) The most recent environmental study of the Property that is in Seller’s possession. (d) The Survey (as defined below) of the Property that is in Seller’s possession. (e) Copies of any existing licenses, permits or other federal, state or local authorizations (including certificates of occupancy, or similar) issued in connection with the Property that are in Seller’s possession; (f) Operating statements for the Property for calendar years 2017 and 2018 year to date. (g) Real estate tax bills for the years 2016, 2017 and 2018. (h) Copies of any service agreements (including any management agreement) covering the Property (the “Service Agreements”). (i) Copies of the Leases and a rent roll of the Property certified as being true, correct and complete by Seller acknowledges as of the date on which such rent roll is generated. All of the above are referred to as the “‘Due Diligence Materials”. Seller shall deliver to Purchaser all of the Due Diligence Materials in its possession or readily available to Seller without undue expense within two (2) days following the Contract Date. All Seller Due Diligence Materials prepared by third parties shall be furnished to Purchaser as an accommodation to Purchaser, and (a) Seller makes no representation or warranty whatsoever as to the Due Diligence Materials prepared by third parties or the completeness or accuracy thereof, (b) Purchaser shall use the Due Diligence Materials to make its own independent studies and investigations of the Property; provided Seller does represent and warrant the Due Diligence Materials are true, correct, and complete copies of the materials in Seller’s files. In the event one or more categories of Due Diligence Materials do not exist in Seller’s possession and are not readily available to Seller without undue expense, then Seller’s failure to deliver copies thereof shall constitute Seller’s certification to Purchaser that Buyer has such Due Diligence Materials either do not exist or are not in Seller’s possession or are not readily available to Seller without undue expense. From the Contract Date through 5:00 P.M. Central Time on the thirtieth (30th) day after the Contract Date and delivery of the Due Diligence Materials (the “Due Diligence Period”), Purchaser shall have the right to review the Due Diligence Materials and inspect the Property by itself or with its agents, architects, and engineers and to perform continuing or cause to be performed any environmental due diligence reviews with respect relating to the Purchased Assets, for purposes of verifying compliance Property as Purchaser deems prudent. If Purchaser is not satisfied with the representationscondition of the Property, warranties the Due Diligence Materials, and specifications made Purchaser’s inspections of the Property, or for any other reason or for no reason, Purchaser shall have the right, by written notice to Seller and the Title Company given prior to expiration of the Due Diligence Period, to terminate this Contract. If Purchaser timely delivers its notice of termination all ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties shall have no further obligations hereunder, except for such obligations which expressly survive any termination of this Contract. Purchaser shall, as a condition to a refund of its ▇▇▇▇▇▇▇ Money, return all Due Diligence Materials to Seller and deliver to Seller true, correct and complete copies (without any right of reliance) of any survey, environmental report, engineering, architect’s or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer inspector’s report or other reports performed by or on behalf of Purchaser in connection with its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information due diligence 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 and the Purchased Assets. Without limiting the generality of Notwithstanding the foregoing, Purchaser shall not indemnify or hold Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided harmless for any losses, claims or damages sustained by Seller due to Buyer the mere discovery by Purchaser of existing conditions at the Property, so long as following such discovery, Purchaser or its representatives do not exacerbate such conditions through its or their actions. All entries onto the Property and all activities by Purchaser and any of its agents, architects, and engineers on the representations, warranties and covenants contained Property (herein, collectively, the “Due Diligence Activities”) shall be expressly subject to the terms 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 provisions of the Purchased AssetsLeases, and shall be performed at Purchaser’s sole risk and expense. Buyer may underwrite such Purchased Assets itself The Due Diligence Activities shall not disturb the tenants and other occupants on the Property, or engage a third party underwriter to perform such underwritinginterfere with their activities at the Property. Seller Purchaser agrees to cooperate with Buyer give Seller two (2) days prior written notice of any entry onto the Property by Purchaser or any agent or other representative of Purchaser. Purchaser agrees to indemnify and hold Seller harmless from any third party underwriter in connection with such underwritingdamage caused to the Property as a direct result of Purchaser’s inspection or inspection by Purchaser’s agents, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments architects or information relating to such Purchased Assets in the possessionengineers, or under any person or entity entering the control, Property at the direction of SellerPurchaser. Seller further agrees that Seller The provisions of this Section 5 shall reimburse Buyer for survive any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetstermination of this Contract.