Common use of Due Diligence Clause in Contracts

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

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

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

Due Diligence. Seller The Originator acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Agent and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer Lender Group may make Advances and may enter into Transactions with Seller transactions based solely upon the information provided by Seller the Originator to Buyer the Agent and the Lender Group in the Note Receivables Schedules and the representations, warranties and covenants contained herein, and that Buyerthe Agent, at its option, has the right at prior to any time such Advance to conduct a partial or complete due diligence review on some or all of the Purchased AssetsTransferred Note Receivables securing such Advance, including, without limitation, re-generating the information used to originate each such Transferred Note Receivables. Buyer The Agent may underwrite such Purchased Assets Transferred Note Receivables itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller The Originator agrees to cooperate with Buyer the Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer the Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Transferred Notes Receivables in the possession, or under the control, of Sellerthe Servicer. Seller The Originator also shall make available to the Agent and the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Transferred Note Receivables and the related Note Receivable Documents. The Agent agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Originator or any of its Affiliates; provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Agent shall, prior to disclosure thereof, notify the Originator of any request for disclosure of any such non-public information. The Agent further agrees that Seller shall reimburse Buyer not to use any such non-public information for any purpose unrelated to this Agreement and all attorneys’ fees, costs and expenses incurred by Buyer in connection that the Agent shall not disclose such non public information to any third party underwriter without obtaining a written agreement from such third party underwriter to comply with continuing due diligence on Eligible Assets and Purchased Assetsthe confidentiality provisions of this Section 11.11.

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

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

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

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

Due Diligence. Seller acknowledges that that, at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer subservicer of Seller and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer upon reasonable advance written notice a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, actual costs and expenses reasonably incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 28 and for Buyer’s actual costs and out-of-pocket expenses incurred in connection with due diligence reviews with respect to Eligible Loans which Seller proposes to make the subject of a Transaction under this Agreement. Notwithstanding the foregoing, (x) Seller’s obligation to reimburse Buyer for Buyer’s out-of-pocket costs and expenses (including legal expenses) incurred in connection with Eligible Loans which Seller proposes to make the subject of a Transaction shall not exceed $15,000 with respect to any individual Eligible Loan without Seller’s prior consent and (y) so long as an Event of Default has not occurred and is not continuing, with respect to any due diligence Buyer proposes to perform with respect to any Purchased Loan after the related Purchase Date which would create a reimbursement obligation on Eligible Assets the part of Seller, Buyer shall provide to Seller prior written notice of such due diligence activities (including an estimate of the cost) and Purchased Assetsa reasonable opportunity for Seller to demonstrate to Buyer that such due diligence need not be performed, provided the final determination to perform or not perform such due diligence shall be made by Buyer.

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

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

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

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

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

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

Due Diligence. Seller acknowledges that Buyer 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. 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 Sellers acknowledges that that, at reasonable times and upon reasonable notice to Sellers, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees Sellers agree that upon reasonable prior written notice to SellerSellers, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of SellerSellers or any Affiliate of Sellers, Primary Servicer and any other servicer or sub servicer subservicer of Sellers and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller Sellers also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Without limiting the generality of the foregoing, Seller acknowledges Sellers acknowledge that Buyer may enter into Transactions with Seller Sellers based solely upon the information provided by Seller Sellers to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees Sellers agree to reasonably cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of SellerSellers or any Affiliate of Sellers, or in the Servicer’s possession. Seller Sellers further agrees agree that Seller shall Sellers shall, on a joint and several basis, reimburse Buyer for any and all attorneys’ fees, actual costs and expenses reasonably incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 28 and for Buyer’s actual costs and out-of-pocket expenses incurred in connection with due diligence on reviews with respect to Eligible Assets Loans which either Seller proposes to make the subject of a Transaction under this Agreement; provided that so long as no Event of Default has occurred and Purchased Assetsis continuing, Buyer shall pay for any Appraisals requested by Buyer.

Due Diligence. The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and the Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that upon reasonable (but no less than three (3) Business Day’s) prior notice unless an Event of Default shall have occurred or Buyer has a good faith belief that an Event of Default shall occur, in which case no notice is required, to the Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer the Seller and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from the Seller based solely upon the information provided by the Seller to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of the Seller. The Seller further agrees that the Seller shall reimburse Buyer for any and pay all attorneys’ fees, reasonable out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 26 (“Due Diligence Costs”).

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

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

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

Due Diligence. Seller acknowledges that Buyer has 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 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 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 Licensee shall have completed and be satisfied with its due diligence investigation of Licensor pursuant to Paragraph 5.1. 7. Patent and Copyright Indemnity. 7.1. Licensor warrants that Buyer has the use of the Licensed Products by the Licensee pursuant to the terms hereof shall not constitute an infringement of any existing patent, copyright or other right. Licensor hereby agrees to defend or settle any suit, proceeding or claim brought against the Licensee based on a claim that the use of the Licensed Products or any part thereof by the Licensee constitutes an infringement of any existing patent, copyright or other right. Licensor shall pay all damages or costs awarded against or expenses, including attorneys' fees, incurred by the Licensee in such suit, proceeding or claim. 7.2. In the event the Licensed Products or any part thereof shall be in Licensor's opinion likely to or shall become the subject of a claim for patent, copyright, or other infringement, Licensor shall, at its option and expense, procure for the Licensee the right to perform continuing due diligence reviews continue using such affected part of the Licensed Products or modify such affected part to become non-infringing. Should Licensor elect to remove or modify such infringing part of the Licensed Products, Licensor shall forthwith replace such part with respect a functionally equivalent non-infringing part or take other appropriate action to insure that the Licensed Products conforms to the Purchased AssetsSpecifications to the Licensee's satisfaction, for purposes of verifying compliance with without cost to the representations, warranties and specifications made hereunderLicensee. 7.3. In the event that Licensor shall refuse or shall be unable to supply or shall be prevented from supplying the Licensed Products or any part thereof to the Licensee, or otherwisein the event that the Licensee's continued use of the Licensed Products shall be prohibited or enjoined at any time, and Seller agrees Licensor shall promptly replace all affected parts of the Licensed Products with functionally equivalent non-infringing parts or shall take such other action to insure that upon reasonable prior notice the Licensed Products conforms to Sellerthe Specifications to the Licensee's satisfaction, Buyer or without cost to the Licensee. NVID /s/ DJL IMS: /s/ MJR 7.4. Licensor warrants that the Licensee shall suffer no interruption of its authorized representatives will be permitted during normal business hours activities or cycles as a result of any claimed infringement, any litigation referred to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and in Paragraph 7.1 hereof or any and all documents, records, agreements, instruments or information relating to such Purchased Assets replacement of items contemplated in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsParagraphs 7.2 hereof.

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

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

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

Due Diligence. 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 the right to perform continuing due diligence reviews with respect to the Purchased AssetsLoans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer subservicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased AssetsLoans. Seller acknowledges that (A) Buyer has the right to request, at Seller’s expense, one (1) new and updated Appraisal for each Mortgaged Property securing any Purchased Loan during any consecutive thirty-six (36) month period, and (B) in addition, upon any determination by Buyer that a decrease in the Market Value of the Purchased Loan has occurred, Buyer has the right to request, at Seller’s expense, an additional Appraisal for any Mortgaged Property securing the Purchased Loan, not more frequently than once in any calendar year; provided, however, that, with respect to this clause (B), Buyer shall have the right to request an additional Appraisal in the same calendar year, and, if such Appraisal results in a determination by Buyer that a decrease in the Market Value of the Purchased Loan has occurred, Seller shall reimburse Buyer for the costs and expenses related to such additional Appraisal. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsLoans. Buyer may underwrite such Purchased Assets Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, financial models, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all attorneys’ fees, reasonable out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence Buyer’s activities pursuant to this Section 27 on Eligible Assets and or before the Purchase Date for any Purchased AssetsLoan or within ten (10) days after Buyer shall reject any prospective New Collateral.

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

Due Diligence. Seller acknowledges that Buyer has covenants and agrees to all of the terms and provisions set forth in this SECTION 5.2. Between the date of this Agreement and December 15, 2000, in addition to Buyer's rights provided by SECTION 5.1(a) hereof, Buyer, acting through Buyer's own personnel, 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 all of the Other Acquired Companies, (b) meet and discuss the Business and the operations, history and prospects of the Business with representatives and employees of Seller and the Other Acquired Companies and (c) otherwise perform continuing such due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control review of Seller, Primary Servicer the Other Acquired Companies and any other servicer the Business as Buyer in its sole and absolute discretion deems necessary or sub servicer appropriate, including, without limitation, a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller and/or the CustodianOther Acquired Companies. Buyer's representatives and agents, with the assistance of Seller's personnel and the personnel of the Other Acquired Companies, will prepare an inventory of all assets and other Intellectual Property of Seller and the Other Acquired Companies. Seller agrees shall promptly provide to reimburse Buyer copies of all documents related to the Business that Buyer 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 Other Acquired Companies' employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any and all reasonable out of pocket costs and expenses incurred 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 respect and/or 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 consummate any of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided transactions contemplated by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwritingthis Agreement, including, but not limited towithout limitation, 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 possessionMerger, or under the controlto negotiate revised terms, of Seller. Seller further agrees that Seller shall reimburse Buyer provisions or conditions for any of the transactions contemplated by this Agreement, including, without limitation, the Merger, and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetsmay terminate this Agreement without payment of any damages or penalty.

Due Diligence. Seller acknowledges that Each of the Sellers, the Guarantor and the Servicer agrees to promptly provide the Buyer and its agents with access to, copies of and extracts from any and all documents, books, records, agreements, instruments or information (including, without limitation, any of the foregoing in computer data banks and computer software systems) relating to its financial condition, the performance of its obligations under the Program Documents, the documents contained in the Servicing File or the Purchased Assets in the possession, or under the control, of the Servicer, the Guarantor or the Sellers. In addition, the Buyer has the right to perform continuing due diligence reviews with respect to of (x) the Sellers, the Guarantor, the Servicer, and their respective directors and officers, including, without limitation, the Sellers’, the Servicer’s and the Guarantor’s respective financial condition and performance of the Sellers’, the Guarantor’s and the Servicer’s obligations under the Program Documents, and (y) the Servicing File and the Purchased Assets, for purposes of verifying compliance with . The Sellers and 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 Guarantor shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to 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 the Sellers acknowledge that the Buyer may shall enter into Transactions transactions with Seller the Sellers based solely upon the information provided by Seller the Sellers 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. 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 towithout limitation, providing Buyer ordering new credit reports, new appraisals on the related Mortgaged Properties and any third party underwriter with access otherwise re-generating the information used to any and all documents, records, agreements, instruments or information relating to originate such Purchased Assets in Assets. The Servicer, the possession, or under Guarantor and the control, of Seller. Seller further agrees that Seller Sellers shall reimburse Buyer for any and all attorneys’ fees, pay the Buyer’s out-of-pocket costs and expenses incurred by the Buyer in connection with continuing any due diligence on Eligible Assets hereunder; provided that in no event shall the Servicer, the Guarantor and Purchased Assetsthe Sellers be obligated to pay any such costs and expenses in excess of $50,000 per year. The Servicer, the Guarantor and the Sellers shall pay the Buyer’s due diligence expenses.

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 December 31, 2010, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform 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 December 31, 2010, 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 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 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 Xxxxxx, a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Files, the Servicing Records and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller Xxxxxx agrees to cooperate with Buyer 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 Xxxxxx agrees that Seller shall to reimburse Buyer Administrative Agent, on behalf of Xxxxxx, 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. 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 Borrower acknowledges that Buyer the Lender, at the expense of the Borrower, has the right to perform and/or appoint a third party to perform, reasonable continuing due diligence reviews with respect to Borrower, any Subservicer, the Purchased AssetsServicing Rights, and the other Collateral, for purposes of verifying compliance with the representations, warranties warranties, and specifications made hereunderhereunder and under the other Facility Documents, or otherwise, and Seller . The Borrower agrees that upon reasonable prior notice to Seller, Buyer or the Lender and its authorized representatives Authorized Representatives will be permitted during normal business hours upon prior written notice to examine, inspect, make copies of, 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 the Collateral or Xxxxxx Xxx, Freddie Mac, HUD or Xxxxxx Xxx in the possession of the Borrower or under any Subservicer; provided, however, the control foregoing shall not apply with respect to any information that the Borrower or any Subservicer is required by Xxxxxx Xxx, Freddie Mac, HUD, Xxxxxx Xxx, any Governmental Authority or a Requirement of SellerLaw to keep confidential. Notwithstanding anything to the contrary herein, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to Borrower shall reimburse Buyer the Lender for any and all reasonable out of and documented out-of-pocket costs and expenses (including without limitation, any reasonable costs and expenses of any Valuation Agent) incurred by Buyer the Lender and its respective designees and appointees in connection with the ongoing due diligence and auditing activities with respect to continuing due diligence on Borrower’s origination and servicing business. The Borrower further agrees that the Purchased Assets, which shall Lender and its Authorized Representatives will be paid by Seller to Buyer within thirty permitted during normal business hours upon three (303) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer Business Days’ prior written notice at a knowledgeable financial mutually desirable time 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 during the continuance of an Event of Default, to conduct examine, copy and make extracts from the Servicing Records, any and all documents, records, agreements, instruments or information relating to the Pledged Servicing Rights and related Loans in the possession of, or under the control of, Borrower or any Subservicer, or Xxxxxxxx’s or any Subservicer’s books and records (provided the foregoing shall not apply with respect to any information that the Borrower or any Subservicer is required by Xxxxxx Xxx, Freddie Mac, HUD, Xxxxxx Xxx, any other Governmental Authority or a partial or complete due diligence review on some or Requirement of Law to keep confidential), to inspect any of its Properties, and to discuss its business and affairs with its officers, all of to the Purchased Assetsextent reasonably requested by Lender. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller Borrower agrees to cooperate with Buyer Xxxxxx and any third party due diligence agent or underwriter in connection with any such underwritingdue diligence performed hereunder, including, but not limited to, providing Buyer Lender and any third party diligence agent or underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets the Pledged Servicing Rights, any Subservicer and related Loans in the possessionpossession of, or under the controlcontrol of, Borrower (provided the foregoing shall not apply with respect to any information that the Borrower or any Subservicer is required by Xxxxxx Xxx, Freddie Mac, HUD, Xxxxxx Xxx, any other Governmental Authority or a Requirement 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 AssetsLaw to keep confidential).

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

Due Diligence. 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 Xxxxxxx 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 Xxxxxxx 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.

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

Due Diligence. Seller acknowledges that Buyer has In addition, the right to perform continuing Dealer Manager or the Company will pay or reimburse the Dealer for reasonable and documented bona fide due diligence reviews expenses incurred by the Dealer in connection with the Offering. Such due diligence expenses may include travel, lodging, meals and other reasonable and documented out-of-pocket expenses incurred by the Dealer and its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. The Dealer shall provide a detailed and itemized invoice for any such due diligence expenses and shall obtain the prior written approval from the Dealer Manager for such expenses, and no such expenses shall be reimbursed absent a detailed and itemized invoice. Notwithstanding the foregoing, no such payment will be made if such payment would cause the aggregate of such reimbursements to the Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 15% of the Company’s gross proceeds from the Offering. All such reimbursements will be made in accordance with, and subject to the restrictions and limitations imposed under the Prospectus, FINRA rules and other applicable laws and regulations. CHECK EACH APPLICABLE BOX BELOW IF THE DEALER ELECTS TO PARTICIPATE IN THE LISTED SHARE CLASS ☐ Class T Shares ☐ Class S Shares ☐ Class D Shares ☐ Class I Shares The following reflects the selling commission, dealer manager fee and/or the Servicing Fees as agreed upon between the Dealer Manager and the Dealer for the applicable Share Class. (Initials) Upfront Selling Commission of up to 3.0% of the transaction price per Class T share sold in the Primary Offering* By initialing here, the Dealer hereby agrees to the terms of the Agreement and this Schedule I with respect to the Purchased Assets, for purposes Class T shares. (Initials) Dealer Manager Fee of verifying compliance with up to 0.5% of 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 oftransaction price per Class T share sold in the Primary Offering* By initialing here, 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 Dealer hereby agrees to reimburse Buyer for any the terms of the Agreement and all reasonable out of pocket costs and expenses incurred by Buyer this Schedule I with respect to continuing due diligence on the Purchased AssetsClass T shares. (Initials) Servicing Fee of 0.85% (Annualized Rate) of aggregate NAV of outstanding Class T shares, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt consisting of an invoice thereforadvisor stockholder servicing fee of 0.65% (Annualized Rate), and a dealer stockholder servicing fee of 0.20% (Annualized Rate), of the aggregate NAV of outstanding Class T shares. Seller also shall make available By initialing here, the Dealer agrees to Buyer a knowledgeable financial or accounting officer the terms of eligibility for the purpose Servicing Fee set forth in this Schedule I. Should the Dealer choose to opt out of answering questions respecting this provision, it will not be eligible to receive the Purchased Asset Files Servicing Fee and the Purchased Assetsinitialing is not necessary. Without limiting the generality The Dealer represents by its acceptance of each payment of the foregoing, Seller acknowledges Servicing Fee that Buyer may enter into Transactions it complies 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 each of the Purchased Assetsabove requirements. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter (Initials) Upfront Selling Commission of up to perform such underwriting. Seller 3.5% of the transaction price per Class S share sold in the Primary Offering* By initialing here, the Dealer hereby agrees to cooperate the terms of the Agreement and this Schedule I with Buyer respect to the Class S shares. (Initials) Servicing Fee of 0.85% (Annualized Rate) of aggregate NAV of outstanding Class S shares By initialing here, the Dealer agrees to the terms of eligibility for the Servicing Fee set forth in this Schedule I. Should the Dealer choose to opt out of this provision, it will not be eligible to receive the Servicing Fee and any third party underwriter in connection initialing is not necessary. The Dealer represents by its acceptance of each payment of the Servicing Fee that it complies with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access each of the above requirements. (Initials) Upfront Selling Commission of up to any and all documents, records, agreements, instruments or information relating to such Purchased Assets 0.5% of the transaction price per Class D share sold in the possessionPrimary Offering* By initialing here, or under the controlDealer hereby agrees to the terms of the Agreement and this Schedule I with respect to the Class D shares. (Initials) Servicing Fee of 0.25% (Annualized Rate) of aggregate NAV of outstanding Class D shares By initialing here, the Dealer agrees to the terms of Sellereligibility for the Servicing Fee set forth in this Schedule I. Should the Dealer choose to opt out of this provision, it will not be eligible to receive the Servicing Fee and initialing is not necessary. Seller further agrees The Dealer represents by its acceptance of each payment of the Servicing Fee that Seller shall reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer it complies with each of the above requirements. * Subject to discounts described in connection with continuing due diligence on Eligible Assets and Purchased Assetsthe “Plan of Distribution” section of the Prospectus.

Due Diligence. Seller acknowledges that that, at reasonable times and upon reasonable notice, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, inspect and make copies and extracts of, of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of any Originator, Seller, Primary any Servicer and any other servicer or sub servicer subservicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third third-party underwriter to perform such underwriting. Seller Xxxxxx agrees to cooperate with Buyer Xxxxx and any third third-party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third third-party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of SellerSeller or any Originator. Seller further agrees that Seller shall reimburse Buyer for all due diligence costs relating to Buyer’s review of any Purchased Asset (including, without limitation, legal costs, custodial fees and all third-party due diligence costs and fees). Buyer in good faith expects that (except with respect to Purchased Assets that are secured by multiple Mortgaged Properties or contain features that require more due diligence than customary, including, without limitation, unique property and/or funding characteristics, including, but not limited to, table fundings, mezzanine debt/preferred equity/co-lending structures, Ground Leases, and condominiums) (a) initial loan-level due diligence costs with respect to any Purchased Asset (other than attorneys’ feesfees and expenses related to the initial review of the related Purchased Asset Documents) will not be greater than $5,000 and (b) initial loan-level due diligence costs comprised of attorneys’ fees and expenses related to the initial review of the Purchased Asset Documents with respect to any Purchased Asset will be in an amount equal to approximately $7,500; provided that Seller is at all times obligated to reimburse Buyer for all such costs notwithstanding whether such costs exceed $5,000 or $7,500, as applicable. Seller shall pay for all of Buyer’s costs and expenses incurred by Buyer in connection with continuing due on-site diligence visits; provided that such liability shall be limited to one (1) visit per year unless an Event of Default or Funding Termination Event has occurred. Unless an Event of Default has occurred and is continuing, (i) Seller shall be obligated to pay the costs for Appraisals required under Section 12(h)(iv)(A) and (ii) with respect to Appraisals required under Section 12(h)(iv)(B), Seller shall be obligated to pay costs for one (1) Appraisal per Purchased Asset per year if such Appraisal reflects an “as-is” appraised value that is less than the “as-is” appraised value reflected on Eligible Assets the previous Appraisal; if such Appraisal reflects an “as-is” appraised value that is equal to or greater than the “as-is” appraised value reflected on the previous Appraisal, Buyer shall be obligated to pay for the costs of such Appraisal. Xxxxxx agrees to cooperate with Xxxxx and Purchased Assetsany Independent Appraiser in connection with obtaining Appraisals. Xxxxxx agrees to pay all of Xxxxx’s costs and expenses incurred in connection with any Future Funding request.

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

Due Diligence. Seller acknowledges The Sellers acknowledge that Buyer has the right right, which Buyer does not expect to (but may) exercise more frequently than quarterly, to perform continuing due diligence reviews with respect to the Purchased Assets, the Sellers, the Servicers and the Servicers or Subservicers, including, without limitation, financial information, organization documents, business plans, purchase agreements and underwriting purchase models 72 for each pool of Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees the Sellers agree that (a) upon reasonable prior notice to SellerSellers, unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, of the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets (the “Due Diligence Documents”) in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer the Sellers and/or the Custodian. Seller agrees to reimburse Buyer for any , or (b) upon request, the Sellers shall create and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller deliver to Buyer within thirty three (303) calendar days after receipt Business Days of such request, an invoice thereforelectronic copy via email to xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxxxxx.xxx, in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller Upon reasonable advance notice from the Buyer, the Sellers also shall reasonably make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges the Sellers acknowledge that Buyer may purchase Purchased Assets from Sellers and enter into additional Transactions with Seller respect to the Purchased Assets based solely upon the information provided by Seller the Sellers to the Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsAssets purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties with respect to the Mortgage Loans and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter has engaged an Approved Diligence Provider to perform such underwriting. Seller agrees The Sellers agree to cooperate with the Buyer and any third party underwriter such Approved Diligence Provider in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter Approved Diligence Provider with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of Sellerthe Sellers. Seller The Sellers further agrees agree that Seller the Sellers shall reimburse Buyer for any and pay all attorneys’ fees, reasonable out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s due diligence on Eligible Assets activities pursuant to this Section 20. Without limiting the generality of the foregoing, promptly (but no later than two (2) Business Days) following request from the Buyer or its authorized representatives at any time, Seller shall furnish to Buyer the applicable credit, compliance and valuation documents, agreements and related files (in a form acceptable to Buyer) relating to any proposed Purchased AssetsAsset and / or Purchased Asset.

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

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

Due Diligence. Seller acknowledges that the Buyers, together, through a designated third party (the “Buyer has Diligence Designee”), and a Buyer’s regulators, have the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and Sellers, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller, the Buyer or its authorized representatives Diligence Designee will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of Seller, Primary Servicer and any other servicer Seller or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to the Buyer Diligence Designee a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer 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 Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyerthe Buyers, at its optionthrough the Buyer Diligence Designee, has have the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise regenerating 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 Seller. Seller 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 the Administrative Agent in connection with continuing activities pursuant to this Section 17 (“Due Diligence Costs”); provided, however, that Seller shall not be responsible for a Buyer’s Due Diligence Costs in excess of the Due Diligence Cap per year or any Due Diligence Costs incurred in connection with the initial due diligence on Eligible Assets and Purchased Assetsconducted by such 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 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. 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. Each Seller acknowledges and Guarantor acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Servicer, Guarantor and Sellers, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees Sellers and Guarantor agree that upon reasonable prior notice unless an Event of Default has occurred, in which case no notice is required, to SellerSellers or Guarantor, as applicable, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of SellerSellers, Primary Guarantor, Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any Sellers and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Sellers, Guarantor, the Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, Each Seller acknowledges and Guarantor acknowledge that Buyer may enter into Transactions with Seller purchase Mortgage Loans from Sellers based solely upon the information provided by Seller Sellers to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re‑generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees and Guarantor agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of Sellersuch Seller or Guarantor. Each Seller and Guarantor further agrees agree that such Seller shall reimburse Buyer for any and pay all attorneys’ fees, out‑of‑pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 18 (“Due Diligence Costs”); provided that, with respect to Due Diligence Costs incurred after the Effective Date, such Due Diligence Costs for any one-year term shall not exceed the Annual Cap; and, provided further, that upon the occurrence of Event of Default no Annual Cap shall apply.

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

Due Diligence. Seller The Originator acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Administrative Agent and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer Lenders may enter into Transactions with Seller transactions based solely upon the information provided by Seller the Originator to Buyer the Administrative Agent and the Lenders in the Collateral Schedule and the representations, warranties and covenants contained herein, and that Buyerthe Administrative Agent and the Lenders, at its their option, has have the right at prior to the making of any time Credit Extension under the Credit Agreement to conduct a partial or complete due diligence review on some or all of the Purchased AssetsCollateral securing such purchase, including ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Collateral. Buyer The Administrative Agent or any Lender may underwrite such Purchased Assets Collateral itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller The Originator agrees to cooperate with Buyer the Administrative Agent and any third party underwriter in connection with such underwriting, including, but not limited to, including providing Buyer the Administrative Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Collateral in the possession, or under the control, of Sellerthe Servicer. Seller The Originator also shall make available to the Administrative Agent and the Lenders a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Collateral Files and the Collateral. The Administrative Agent and each Lender agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Originator or any of its Affiliates (including the Collateral Files); provided that (1) nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process and (2) unless specifically prohibited by applicable law or court order, the Administrative Agent or such Lender shall, prior to disclosure thereof, notify the Originator of any request for disclosure of any such non-public information. The Administrative Agent and each Lender further agrees that Seller shall reimburse Buyer not to use any such non-public information for any purpose unrelated to this Agreement, and all attorneys’ fees, costs the Administrative Agent and expenses incurred by Buyer each Lender agrees that it shall not disclose such non-public information to any third party underwriter in connection with continuing due diligence on Eligible Assets and Purchased Assetsa potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section.

Due Diligence. 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 Underlying REO Property 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 Assets Mortgage Loans and Underlying REO Property (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 AssetsUnderlying REO Property. 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 AssetsMortgage Loans and Underlying REO Property 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 Underlying REO Property. Buyer may underwrite such Purchased Assets Mortgage Loans and Underlying REO Property 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 Assets Mortgage Loans and Underlying REO Property 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. Each Seller Party acknowledges that Buyer has the right to perform initial and continuing due diligence reviews with respect to the Purchased Assets, Mezzanine Subsidiary Assets, Seller Parties, Collateral Administrator and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), as deemed appropriate by Buyer in its sole discretion, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwisehereunder and obtaining the information set forth in Exhibits M-1 and M-2 hereto, and Seller agrees Parties and Collateral Administrator each agree that upon reasonable prior notice to SellerSeller Parties or Collateral Administrator, as applicable, unless an Event of Default shall have occurred and be continuing, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours at reasonable times to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets and Mezzanine Subsidiary Assets in the possession or under the control of Sellerany Seller Party or Collateral Administrator; provided however, Primary Servicer that unless (a) an Event of Default has occurred and any other servicer is continuing or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any (b) a Credit Event (and all reasonable out of pocket costs and expenses incurred by Buyer in such case, solely with respect to continuing due diligence on the Purchased AssetsAsset and Mezzanine Subsidiary Assets related to such Credit Event) has occurred and is continuing in the case of this clause (b), which shall be paid by Seller to Buyer within for at least thirty (30) calendar days after receipt of an invoice therefordays, Buyer does not expect to conduct more than one (1) such review during any one (1) year period. Seller Parties will use commercially reasonable efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. Seller Parties and Collateral Administrator shall also shall make available to Buyer at reasonable times and upon reasonable prior notice a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files, the Purchased Asset Files Assets and the Purchased Mezzanine Subsidiary Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with Seller purchase Purchased Assets from Sellers based solely upon the information provided by Seller Sellers to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to cause Collateral Administrator or its agent to conduct a partial or complete due diligence review on some or all of the Purchased AssetsAssets and Mezzanine Subsidiary Assets purchased in a Transaction, including, without limitation, ordering new Qualified Appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Purchased Asset and Mezzanine Subsidiary Asset and reviewing intercreditor agreements, property management agreements, formation documents of the property owners and their direct and indirect owners, financial statements, environmental and engineering reports, underlying title policies including owner’s and UCC-9 title insurance policies to the extent applicable, legal opinions and other documents as may be mutually agreed among Sellers and Buyer. For the avoidance of doubt, Collateral Administrator’s obligation to provide such due diligence to Buyer shall not preclude Buyer’s right to perform due diligence on the Purchased Assets and Mezzanine Subsidiary Assets prior to the Purchase Date and as necessary during the term of the Agreement, as determined by Buyer in is sole discretion, subject to the terms of the Mortgage Loan documents or Mezzanine Loan documents, as applicable. Buyer may underwrite such Purchased Assets and Mezzanine Subsidiary Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees and Collateral Administrator agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets and Mezzanine Subsidiary Assets in the possession, or under the control, of SellerSeller Parties or Collateral Administrator. Each Seller further agrees that Seller it shall reimburse Buyer for any pay, to the extent Sellers have received an invoice therefor, all reasonable and all attorneys’ fees, documented out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 17 for one (1) review during any one (1) year period; provided that (i) such limitation shall not apply upon the occurrence and continuance of an Event of Default or the occurrence and continuance of a Credit Event for at least thirty (30) days (and in such case, solely with respect to the Purchased Asset or Mezzanine Subsidiary Asset related to such Credit Event), (ii) such amounts shall not exceed the Asset Diligence Cap for each Eligible Asset reviewed, unless (x) an Event of Default or (y) a Credit Event (solely with respect to the Purchased Asset related to such Credit Event) has occurred and is continuing due in the case of this clause (y), for at least thirty (30) days, in which case such Asset Diligence Cap shall not apply, and (iii) Sellers and Buyer agree that additional expenses may be incurred for complex transactions, Buyer shall notify Sellers before exceeding the Asset Diligence Cap and Buyer and Sellers shall endeavor in good faith to agree to a revised limitation on diligence on Eligible Assets and Purchased Assetsexpenses for any such complex transaction.

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

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

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

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans, Seller, and each Servicer, including, without limitation, financial information, organization documents and purchase agreements for each pool of Purchased Mortgage Loans (to the extent not covered by confidentiality agreements), for purposes of verifying compliance with the representations, warranties and specifications made hereunder, to review the servicing of the Purchased Mortgage Loans, or otherwise, and Seller agrees that (a) upon reasonable prior notice to Seller, unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives Authorized Representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, of the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer Seller and/or the Custodian. , or (b) upon request, Seller agrees to reimburse Buyer for any shall create and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller deliver to Buyer within thirty (30) calendar days after receipt promptly , an electronic copy via email to , in a format acceptable to Buyer, of an invoice thereforsuch Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Mortgage Loans from Seller and enter into additional Transactions with Seller respect to the Purchased Mortgage Loans based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering new credit reports and new appraisals on the related Mortgaged Properties with respect to the Purchased Mortgage Loans and otherwise re-generating the information used to originate such Purchased Mortgage Loan, which information may be used by Buyer to calculate Market Value. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and or any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s due diligence on Eligible Assets and Purchased Assetsactivities pursuant to this Section 20. Section 21.

Due Diligence. Seller acknowledges that Buyer 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 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 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, out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 17 (“Due Diligence Costs”); provided, 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. The Seller acknowledges that Buyer the Purchaser has the right to perform continuing due diligence and other reviews with respect to the Purchased Assets, Mortgage Loans and the Seller for purposes of verifying compliance with the representations, warranties warranties, covenants, agreements and specifications made hereunder, under the Mortgage Loan Documents or otherwise, and the Seller agrees that that, upon reasonable (but no less than one (1) Business Day’s) prior notice, unless an Event of Default shall have occurred, in which case no notice is required, to the Seller, Buyer as applicable, the Purchaser or its authorized representatives will shall be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records books and records of the Seller and any and all documents, records, agreements, instruments or information relating to such Purchased Assets the Mortgage Loans in the possession or under the control of Seller, Primary Servicer the Seller and any other servicer or sub servicer and/or Affiliates of the CustodianSeller. The Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer the Purchaser a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files Seller, the Mortgage Loans and the Purchased AssetsSeller’s books and records. Without limiting The Seller shall also make available to the generality Purchaser any accountants or auditors of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and answer any questions or provide any documents as the representations, warranties and covenants contained herein, and that BuyerPurchaser may require. The Seller shall also cause each servicer or trustee with respect to such Mortgage Loans to cooperate with the Purchaser by permitting the Purchaser to conduct due diligence reviews of files of each such servicer or trustee relating to the Mortgage Loans to the extent such reviews are permitted under the terms of the Mortgage Loan Documents. The Purchaser, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in the Transaction, including, without limitation, ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re–generating the information used to originate such Mortgage Loans. Buyer The Purchaser may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to reasonably cooperate with Buyer the Purchaser and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer the Purchaser and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of the Seller. Seller further agrees that The Seller shall reimburse Buyer for any and pay all attorneys’ fees, out–of–pocket costs and expenses incurred by Buyer Purchaser in connection with continuing due diligence on Eligible Assets and Purchased Assetsthe Purchaser’s activities pursuant to this Section 19.

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

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

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

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

Due Diligence. Seller acknowledges that Buyer has 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, 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 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 It is acknowledged by both parties that Buyer as at the Effective Date the Supplier has conducted due diligence as a desk-based exercise and has not had full access to the right Site which, as at the Effective Date, is undergoing fit-out. The Supplier shall therefore have the opportunity to conduct any necessary due diligence, at its own cost and expense, during the period from the Effective Date up to 31 May 2019 (the “Due Diligence Long-stop Date”). In the event that the fit-out of the Site has not achieved practical completion by such date then the parties shall enter into good faith negotiations concerning an appropriate extension to the Due Diligence Long-stop Date. The Supplier’s undertaking of such due diligence shall be without prejudice to its obligation to perform continuing the Mobilisation Services pursuant to the Mobilisation Requirements and by the Milestone Dates or as otherwise provided in this Agreement. On or before the Due Diligence Long-stop Date, the Supplier shall provide a written report to DCC with its due diligence reviews with respect findings and the parties shall act in good faith and use their reasonable endeavours to negotiate any necessary Changes within the general scope of the Services, at all times adhering to the Purchased charging principles and assumptions set out within Schedule 2 (Financials) and the Change Control Procedure, and such Changes shall be limited to any increase or decrease in the volume of Services to be provided by the Supplier under this Agreement. Any Changes directly arising from the same shall be limited to the Charges and the Asset Register (the “True-up Exercise”), with such Changes to be agreed and documented following the Change Control Procedure by no later than 15 July 2019 (the “True-up Completion Date”). Items of tangible or intangible property listed in the Mobilisation Requirements or which are otherwise purchased as a result of the True-up Exercise shall be DCC Assets (with title transferring to DCC upon delivery at Brabazon House) and shall be identified as such in the Asset Register (the “Start-up Assets, ”). Save for being permitted a reasonable inspection of the Site following practical completion of fit-out for the 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 ofTrue-up Exercise, the Purchased Asset Files, Servicing Records Supplier acknowledges and any and all documents, records, agreements, instruments or information relating confirms that as of the Effective Date:- 5.4.1 it has had an opportunity 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 carry out of pocket costs and expenses incurred by Buyer with respect to continuing a thorough due diligence on exercise in relation to the Purchased Assets, which shall Services and has asked DCC all the questions it considers to 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 relevant for the purpose of answering questions respecting establishing whether it is able to provide the Purchased Asset Files Services in accordance with the terms of this Agreement; 5.4.2 it has received all information requested by it from DCC to enable it to determine whether it is able to provide the Services in accordance with the terms of this Agreement; 5.4.3 it has made and shall make its own enquiries to satisfy itself as to the Purchased Assets. Without limiting the generality accuracy and adequacy of any information supplied to it by or on behalf of the foregoingDCC; 5.4.4 it has raised all relevant due diligence questions with the DCC before the Effective Date; and 5.4.5 it has entered into this Agreement in reliance on its own due diligence. Further to clause 5.4, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information True-up Exercise and Change agreed pursuant to 5.2 shall represent the Supplier’s sole remedy in respect of due diligence which the Supplier has been unable to perform by the Effective Date. Save as provided by Seller to Buyer and the in this Agreement, no representations, warranties or conditions are given or assumed by DCC in respect of any information which is provided to the Supplier by DCC and covenants contained hereinany such representations, and warranties or conditions are excluded, save to the extent that Buyer, at its option, has such exclusion is prohibited by law. The Supplier shall promptly notify the right at DCC in writing if it becomes aware during the performance of this Agreement of any time inaccuracies in any information provided to conduct a partial or complete it by the DCC during such due diligence review on some which materially and adversely affects its ability to perform the Services or all meet any Service Levels and KPIs. The Supplier shall not be entitled to recover any additional costs from the DCC which arise from, or be relieved from any of its obligations as a result of, any matters or inaccuracies notified to DCC by the Supplier in accordance with clause 5.7. Nothing in this clause 5 shall limit or exclude the liability of the Purchased Assets. Buyer may underwrite such Purchased Assets itself DCC for fraud 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 Assetsfraudulent misrepresentation.

Due Diligence. The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMH Loans and the Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to the Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Loan Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets MH Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer the Seller and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Loan Files and the Purchased AssetsMH Loans. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may enter into Transactions with purchase MH Loans from the Seller based solely upon the information provided by the Seller to Buyer in the Purchased MH Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMH Loans purchased in a Transaction, including, without limitation, ordering broker's price opinions, new credit reports and new appraisals on the related mortgaged properties and otherwise re-generating the information used to originate such MH Loan. Buyer may underwrite such Purchased Assets MH Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets MH Loans in the possession, or under the control, of the Seller. The Seller further agrees that the Seller shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer's activities pursuant to this Section 27 ("Due Diligence Costs"); provided, that such Due Diligence Costs shall not exceed $50,000 per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence on Eligible Assets and Purchased Assetsdiligence, at the sole expense of Seller without regard to the dollar limitation set forth herein.

Due Diligence. 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 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 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 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 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, Buyer shall be permitted to visit Guarantor and/or Seller’s 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, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third third-party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third third-party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third third-party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of SellerSeller (excluding, for the avoidance of doubt, any information which Seller is not permitted to obtain from the obligors under the Purchased Asset Documents without cost or expense to Seller (other than de minimis cost or expense)). Seller further agrees that Seller shall reimburse Buyer for all actual out-of-pocket due diligence costs reasonably incurred by Buyer relating to Buyer’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). Seller shall pay for all attorneys’ fees, of Buyer’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 Xxxxx, upon the occurrence and during the continuance of an Event of Default, at Seller’s sole cost and expense, with respect to any individual Purchased AssetsAsset, Seller shall obtain updated Appraisals of the Mortgaged Properties relating to such Purchased Asset.

Due Diligence. The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased AssetsMortgage Loans and the Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that upon reasonable (but no less than three (3) Business Day’s) prior notice unless an Event of Default shall have occurred or Buyer has a good faith belief that an Event of Default shall occur, in which case no notice is required, to the Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer the Seller and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Mortgage Files and the Purchased AssetsMortgage Loans. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from the Seller based solely upon the information provided by the Seller to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased AssetsMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Assets Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Mortgage Loans in the possession, or under the control, of the Seller. The Seller further agrees that the Seller shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing Buyer’s activities pursuant to this Section 26 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall not exceed $15,000 per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence on Eligible Assets and Purchased Assetsdiligence, at the sole expense of Seller.

Due Diligence. Seller acknowledges (a) SELLER, has provided to BUYER for BUYER’s review due diligence materials which are all of the documents in SELLER’S possession, custody or control that would be material to BUYER’s decision to acquire the Premises on or before the Effective Date, including, without limitation, those items set forth on Exhibit D attached hereto (the “Due Diligence Materials”), including without limitation the draft survey provided to SELLER at the time of SELLER’S purchase (the “Existing Survey”) and SELLER’s existing current title policy (collectively, the “Existing Title Policy”). (b) Buyer has the right to perform continuing due diligence reviews order a commitment (“Title Commitment”) from a title company for an ALTA Form B owner’s policy of title insurance with respect extended coverage (“Title Policy”) in which such title company agrees to insure good and marketable fee simple title to the Purchased Assets, for purposes of verifying compliance Premises in Buyer upon Closing with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets extended coverage in the possession or under the control of Seller, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality full amount of the foregoing, Seller acknowledges that Buyer may enter into Transactions Purchase Price (together with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that copies of all exception documents). Buyer, at its option, may obtain, a new land survey (“New Survey”; together with the Existing Survey, the “Survey”) of the Premises. The New Survey, if any, when approved by Buyer, shall conclusively establish the legal description of the Premises. (c) BUYER shall have until January 31, 2017 (the “Due Diligence Period”; and the last day of such Due Diligence Period, the “Objection Deadline”) to deliver to Seller a written notice setting forth any objections it has with respect to Seller’s title to the Premises as shown on the Title Commitment and Survey, if any (“Title Defects”). Notwithstanding the foregoing, Buyer shall not be obligated to object to any liens, mortgages or other monetary encumbrances or security interests (“Monetary Liens”) encumbering the Premises, and such Monetary Liens shall be deemed defects that must be cured by Seller on or before Closing, provided Seller may remove such Monetary Liens through use of Seller’s proceeds at Closing. (d) Except as otherwise provided in this Agreement, all exceptions to title listed on the Title Commitment and matters shown on the Survey that Buyer does not object to before the Objection Deadline shall be deemed Permitted Exceptions. With respect to those matters to which Buyer does object, Seller shall use reasonable efforts to the cure the Title Defects (but shall not be obligated to spend in excess of Ten Thousand Dollars ($10,000.00) (the “Cap Amount”), unless Seller elects to do so) by taking such action as will induce Title Company to eliminate such Title Defects from the Title Commitment and/or may induce the surveyor providing the Survey to amend the same to show the absence of any such Title Defects, and if not curable, may, but shall not be obligated to, cause Title Company to insure against loss or damage resulting therefrom. Within five (5) days after the Objection Deadline (the “Response Deadline”), if Seller shall provide notice that it is unable to cure any or all Title Defects for the Cap Amount (and is unwilling to spend more than the Cap Amount), then Seller shall give written notice thereof to Buyer (Seller shall be deemed to have elected to cure all Title Defects and spend above the Cap Amount if it fails to notify Buyer by the Response Deadline). Within five (5) days of receipt of such notice, Buyer shall elect in writing either (i) to terminate this Agreement, in which case the Deposit shall be returned to Buyer and each party shall be released from further liability; or (ii) to proceed to close on the Premises, in which event all exceptions to title listed on the Title Commitment and all matters contained in the Survey, except those which Seller has undertaken to cure or as otherwise provided in this Agreement, shall be conclusively deemed Permitted Exceptions. Buyer shall be deemed to have waived its rights to terminate this Agreement as set forth above under this Paragraph 19(d) if the Seller has not been notified timely in writing that the BUYER desires to terminate this Agreement in its sole discretion, except as otherwise set forth herein, and the Deposit shall become non-refundable, except for a default by SELLER as provided in Paragraph 12 hereof and except as provided in Xxxxxxxxx 0, Xxxxxxxxx 19(e) and Paragraph 25. If this Agreement is not terminated, then in the event (i) Seller shall fail to cure any such Title Defects, if any, not deemed Permitted Exceptions, as aforesaid, or (ii) further defects, liens, encumbrances, adverse claims, restrictions, rights-of-way, easements or other matters relating to Seller’s title to the Premises arise or are discovered after the effective date of the Title Commitment and are not removed by Seller or approved in writing by Buyer on or before the Closing Date, then Seller shall be in breach of this Agreement and Buyer may pursue the remedies it has been granted elsewhere in this Agreement, or at Buyer’s option, Buyer shall have the right to terminate this Agreement by giving written notice to Seller. Upon any such termination, the Deposit shall be returned to Buyer and this Agreement shall be null and void and of no further force and effect, and Seller shall pay all charges of Title Company and surveyor charges with respect to the New Survey. BUYER shall not be deemed to have approved any title matter (including without limitation any further defects, liens, encumbrances, adverse claims, restrictions, rights-of-way, easements or other matters relating to Seller’s title to the Premises) arising after the effective date of the Title Commitment and the New Survey as to which BUYER reserves its right to object and to terminate as if the Due Diligence Period had not expired. (e) Buyer also has the right at to inspect the Premises and perform, as its sole cost and expense, any time to conduct a partial or complete such due diligence review on some of items necessary or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself appropriate or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwritingprudent or desirable, including, but not limited to, providing Buyer inspecting the condition of the Premises by consultants of its own choosing, inspecting survey, environmental, zoning, and any third party underwriter title matters, performing engineering studies, environmental studies and property condition studies. If the BUYER is not satisfied, in its sole discretion, with access to any the results of such review and all documents, records, agreements, instruments inspections or information relating to such Purchased Assets in determines that the possession, Premises is not satisfactory for purchase or under the control, of Seller. Seller further agrees that Seller shall reimburse operation by Buyer for any reason (or no reason), then, at BUYER’s option, Buyer can terminate this Agreement before the expiration of the Due Diligence Period by proving notice to Seller. Upon such termination, the Deposit and all attorneys’ feespayments made hereunder by BUYER shall be forthwith refunded with interest earned thereon, costs and expenses incurred by all other obligations of the parties hereto shall cease and this Agreement shall be null and void and without recourse to the parties hereto. Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets.shall be deemed to have waived its rights to terminate this Agreement under this Paragraph 19

Due Diligence. Seller acknowledges The Vendors and all other employees of the Company will agree to provide the Purchaser with their full cooperation during the Due Diligence period (February 9, 2016 – February 26, 2016). Upon completion of the Due Diligence period and upon receipt of an acceptable and binding term sheet from the Purchaser, the Purchaser will inform the Vendor of its intention to proceed to Closing. In the event the parties have satisfactorily completed their respective Due Diligence and consent to move forward with this transaction, a binding and comprehensive share purchase agreement that Buyer has incorporates the right key terms of this Offer together with such other terms as shall be negotiated between the parties will then be executed. During the Due Diligence period, the Vendors accept that a representative of the Purchaser will have reasonable access to perform continuing the Vendors, other key employees and any materials or records deemed pertinent to the due diligence reviews process. A copy of a 'preliminary' due diligence listing is contained in Appendix A to this Offer letter. In the event that the Cash on Closing set forth in para. 8(a) below represents less than fifty percent (50%) of the Purchase Price, then the Purchaser shall, during the Due Diligence period, provide the Vendors with respect their full cooperation in providing all of the information and documentation set forth in Appendix A to this Offer letter; Purchaser capitalization table, business plan and financial projections; copies of offer letters or similar agreements entered between the Purchaser and third party vendors; such supplemental due diligence requests as the Vendors may present to the Purchased AssetsPurchaser in the course of the Due Diligence period. The Vendors and the Purchaser each acknowledge that they may come into Confidential Information (defined below) regarding the other party in the course of Due Diligence or otherwise from the date of this Offer letter until the Closing. The parties further agree that such Confidential Information is proprietary either to the Purchaser or to MML, and highly sensitive in nature. Each party agrees, for purposes a period of verifying compliance five (5) years from the date of this Agreement, to refrain from disclosing any Confidential Information to any third party absent the advance written consent of the party that owns the Confidential Information. For the purpose of this Offer letter, "Confidential Information" is the information and materials of either party or their clients or customers obtained during the Due Diligence period or otherwise in connection with the representationsPurchase that is generally unknown to the public or in the industries and trades in which Purchaser and/or MML compete, warranties including but not limited to trade secrets, client lists, influencer lists, business plans and specifications made hereundermodels, any documentation marked "confidential," and any information disclosed pursuant to the other party's Due Diligence document requests as set forth in Appendix A to this Offer letter or otherwise, and Seller agrees . Confidential Information shall not include information that upon reasonable (i) was publicly known or available in the public domain prior notice to Seller, Buyer the time of disclosure to the other party; (ii) becomes publicly known or its authorized representatives will be permitted during normal business hours available in the public domain after disclosure by one party to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments other party; or information relating to such Purchased Assets (iii) is in the possession of the other party, 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 becomes available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting other party, without confidentiality restrictions. Neither party shall, without the Purchased Asset Files and the Purchased Assets. Without limiting the generality prior written consent of the foregoingother party, Seller acknowledges that Buyer may enter into Transactions utilize any Confidential Information belonging to the other party to circumvent or compete 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 Assetsother party.

Due Diligence. Seller Borrower acknowledges that Buyer the Lender, at the cost and expense of the Borrower, has the right to perform and/or appoint a third party (including without limitation, any Valuation Agent) to perform, reasonable continuing due diligence and valuation reviews with respect to Borrower, any Subservicer through Borrower, the Purchased AssetsServicing Rights and the other Collateral, for purposes of verifying compliance with the representations, warranties warranties, and specifications made hereunderhereunder and under the other Facility Documents, or otherwise, and Seller otherwise (the “Diligence Expenses”). The Borrower agrees that upon reasonable prior notice to Seller, Buyer or the Lender and its authorized representatives Authorized Representatives will be permitted during normal business hours upon prior written notice to examine, inspect, make copies of, 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 the Collateral or Xxxxxx Xxx, Freddie Mac, HUD or Xxxxxx Xxx in the possession of the Borrower or under any Subservicer through a request to Borrower; provided, however, the control foregoing shall not apply with respect to any information that the Borrower or any Subservicer is required by Xxxxxx Xxx, Freddie Mac, HUD or Xxxxxx Xxx to keep confidential. Notwithstanding anything to the contrary herein, prior to the occurrence of Sellera Default, Primary Servicer and any other servicer or sub servicer and/or Borrower shall reimburse the Custodian. Seller agrees to reimburse Buyer Lender for any and all reasonable out of and documented, out-of-pocket costs and expenses Diligence Expenses up to the Pre-Default Diligence Cap incurred by Buyer the Lender and its respective designees and appointees in connection with the ongoing due diligence and auditing activities 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 thereforBorrower’s origination and servicing business. 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 that Buyer may enter into Transactions with Seller based solely upon the information provided occurrence and during the continuation of a Default, Borrower shall reimburse the Lender for any and all Diligence Expenses incurred by Seller Lender following such Default without regard to Buyer the Pre-Default Diligence Cap. The Borrower further agrees that the Lender and the representations, warranties and covenants contained herein, and that Buyer, its Authorized Representatives will be permitted during normal business hours upon [***] Business Days’ prior written notice at its option, has the right a mutually desirable time or at any time during the continuance of an Event of Default, to conduct examine, copy and make extracts from the Servicing Records, any and all documents, records, agreements, instruments or information relating to the Pledged Servicing Rights and related Loans in the possession of, or under the control of, Borrower or any Subservicer through a partial request to Borrower, or complete due diligence review on some Borrower’s or any Subservicer’s books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all of to the Purchased Assetsextent reasonably requested by Xxxxxx. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller Xxxxxxxx agrees to cooperate with Buyer Xxxxxx and any third party due diligence agent or underwriter in connection with any such underwritingdue diligence performed hereunder, including, but not limited to, providing Buyer Xxxxxx and any third party diligence agent or underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets the Pledged Servicing Rights, any Subservicer and related Loans in the possessionpossession of, or under the controlcontrol of, 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 AssetsBorrower.

Due Diligence. Each Seller Party acknowledges that Agent and each Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, Mortgage Loans and Contributed REO Properties, Seller Parties and Servicer, including, without limitation, financial information, organization documents, business plans, purchase agreements and underwriting purchase models for each pool of Purchased Assets, Mortgage Loans and Contributed REO Properties, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Seller Party agrees that (a) upon reasonable prior notice to Sellersuch Seller Party, unless an Event of Default shall have occurred and be continuing, in which case no notice is required, 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 Purchased Assets Assets, Mortgage Loans and Contributed REO Properties (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 Parties shall create and deliver to Agent within [***] of such request, an electronic copy via email to [***], in a format acceptable to Agent, of such Due Diligence Documents as Agent may request. The Seller agrees to reimburse Buyer for any and all reasonable out of pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Buyer within thirty (30) calendar days after receipt of an invoice therefor. Seller Parties also shall make available to Buyer Agent and Buyers a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets, Mortgage Loans and Contributed REO Properties. Without limiting the generality of the foregoing, each Seller Party acknowledges that Buyer Agent on behalf of Buyers may purchase Purchased Assets from Seller and enter into additional Transactions with Seller respect to the Mortgage Loans and Contributed REO Properties based solely upon the information provided by Seller to Buyer Agent in the Asset Schedule and the representations, warranties and covenants contained herein, and that Agent and/or any 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, Mortgage Loans and Contributed 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 with respect to the Mortgage Loans and Contributed REO Properties and otherwise re-generating the information used to originate such Purchased Assets, Mortgage Loans and Contributed REO Properties. Buyer Agent and/or Buyers may underwrite such Purchased Assets itself Assets, Mortgage Loans and Contributed REO Properties themselves or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller Party agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent, 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 and Contributed REO Properties in the possession, or under the control, of Sellersuch Seller Party. Seller further agrees that Seller shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Agent and each Buyer in connection with continuing Agent’s and each Buyer’s activities pursuant to this Section 19. Agent and each 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 and Contributed REO Properties.

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. Seller acknowledges that 8.01 Buyer has shall be entitled to conduct the right to perform continuing due diligence reviews with respect to the Purchased AssetsPremises described below. Except as otherwise provided herein, for purposes the Town of verifying compliance Belmont makes no warranty or representation whatsoever as to its title or the condition of the Premises. (A) Buyer may, at its expense, undertake such title examinations as Buyer deems appropriate during the thirty (30) days following the date of this Agreement (the “Due Diligence Period”), and if Buyer determines that the title in any respect does not conform with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Sellerprovisions of this Agreement, Buyer shall so notify Seller in writing on or its authorized representatives will before the end of the Due Diligence Period (the “Due Diligence Date”). Any notice of defect in title given by Buyer to Seller shall contain specifics of the alleged defect and the date of Xxxxx’s title report. Upon the giving of Buyer’s title notification then, except with respect to defects or objections listed in Buyer’s title notification or arising from and after the date of Buyer’s title report, Buyer shall be permitted during normal business hours deemed to examinehave waived any and all defects, inspectobjections or matters to the state of title existing as of the date of Buyer’s title report, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documentssuch defects, recordsobjections or matters so waived shall constitute permitted encumbrances hereunder. In addition, agreementsif Buyer fails to deliver Buyer’s title notification by the Due Diligence Date then, instruments except with respect to defects or information relating objections arising from and after the date of this Agreement, Buyer shall be deemed 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 have waived any and all defects, objections or matters to the state of title existing as of the date hereof, and any and all such defects, objections or matters so waived shall constitute permitted encumbrances under this Agreement. (B) If Seller has received from Buyer timely notification of any respect in which Seller’s title does not conform with the provisions of this Agreement, and if the title defect can be removed by the expenditure of amounts not exceeding $1,000.00 (exclusive of amounts necessary to pay off and discharge financial encumbrances such as mortgages and taxes), Seller shall use reasonable out and diligent efforts to remove any defect in title, in which event Seller shall give written notice thereof to Buyer as promptly as practicable after the cost of pocket removing the title defect is determined by Seller. If the cost of removing the defect in title exceeds $1,000.00 (exclusive of amounts necessary to pay off and discharge financial encumbrances such as mortgages and taxes), Seller shall give written notice thereof to Buyer as promptly as practicable after the cost of removing the title defect is determined by Seller, and in that notice Seller shall either indicate Seller's intention to (i) use reasonable and diligent efforts to remove the title defect or (ii) elect to terminate this Agreement. Should Seller so elect to terminate, the termination shall become effective on the fifth (5th) day following the effective date of that notice, unless (x) Buyer elects to remove, at its cost, the defect in title in which event the payment due at the time of delivery of the deed shall be reduced by a sum equal to the costs and expenses incurred by Buyer with respect to continuing due diligence on remove the Purchased Assetsdefect in title or $1,000.00, which shall be paid by Seller whichever is smaller. If Seller, having undertaken to Buyer remove title defects under this provision, is unable within thirty (30) calendar days of notice of the title defect to remove the title defect or to arrange for its removal at the Closing, Seller shall so notify Buyer and this Agreement shall terminate on the fifth (5th) day following the date of that notice unless Xxxxx makes an election to remove the title defect, as provided above. (C) If this Agreement is terminated under the provisions of this Section 8.01, the Deposit shall forthwith be refunded to Buyer (with interest), all other obligations of the parties shall cease and this Agreement shall be void and without recourse to the parties hereto. 8.02 If Seller is unable to remove any defects in title as provided above, Buyer shall have the right (in addition to the title cure rights described above), within five (5) days after receipt the termination of an invoice therefor. this Agreement as provided in this Article 8, to elect to accept the Premises with the title and/or in the condition that Seller also can deliver and to pay therefor the purchase price without deduction, in which case this Agreement shall make available be automatically reinstated and Seller shall convey the Premises to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assetsas provided herein. 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 Any 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 election by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assetsshall be exercised by written notice from Buyer to Seller.

Due Diligence. Seller Borrower acknowledges that Buyer the Lender, at the expense of the Borrower, has the right to perform and/or appoint a third party to perform, reasonable continuing due diligence reviews with respect to Borrower, any Subservicer, the Purchased AssetsServicing Rights, and the other Collateral, for purposes of verifying compliance with the representations, warranties warranties, and specifications made hereunderhereunder and under the other Facility Documents, or otherwise, and Seller . The Borrower agrees that upon reasonable prior notice to Seller, Buyer or the Lender and its authorized representatives Authorized Representatives will be permitted during normal business hours upon prior written notice to examine, inspect, make copies of, 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 the Collateral or Xxxxxx Xxx, Freddie Mac, HUD or Xxxxxx Xxx in the possession of the Borrower or under any Subservicer; provided, however, the control foregoing shall not apply with respect to any information that the Borrower or any Subservicer is required by Xxxxxx Xxx, Freddie Mac, HUD, Xxxxxx Xxx, any Governmental Authority or a Requirement of SellerLaw to keep confidential. Notwithstanding anything to the contrary herein, Primary Servicer and any other servicer or sub servicer and/or the Custodian. Seller agrees to Borrower shall reimburse Buyer the Lender for any and all reasonable out of and documented out-of-pocket costs and expenses (including without limitation, any reasonable costs and expenses of any Valuation Agent) incurred by Buyer the Lender and its respective designees and appointees in connection with the ongoing due diligence and auditing activities with respect to continuing due diligence on Borrower’s origination and servicing business. The Borrower further agrees that the Purchased Assets, which shall Lender and its Authorized Representatives will be paid by Seller to Buyer within thirty permitted during normal business hours upon three (303) calendar days after receipt of an invoice therefor. Seller also shall make available to Buyer Business Days’ prior written notice at a knowledgeable financial mutually desirable time 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 during the continuance of an Event of Default, to conduct examine, copy and make extracts from the Servicing Records, any and all documents, records, agreements, instruments or information relating to the Pledged Servicing Rights and related Loans in the possession of, or under the control of, Borrower or any Subservicer, or Borrower’s or any Subservicer’s books and records (provided the foregoing shall not apply with respect to any information that the Borrower or any Subservicer is required by Xxxxxx Xxx, Freddie Mac, HUD, Xxxxxx Xxx, any other Governmental Authority or a partial or complete due diligence review on some or Requirement of Law to keep confidential), to inspect any of its Properties, and to discuss its business and affairs with its officers, all of to the Purchased Assetsextent reasonably requested by Xxxxxx. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller Xxxxxxxx agrees to cooperate with Buyer Xxxxxx and any third party due diligence agent or underwriter in connection with any such underwritingdue diligence performed hereunder, including, but not limited to, providing Buyer Xxxxxx and any third party diligence agent or underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets the Pledged Servicing Rights, any Subservicer and related Loans in the possessionpossession of, or under the controlcontrol of, Borrower (provided the foregoing shall not apply with respect to any information that the Borrower or any Subservicer is required by Xxxxxx Xxx, Freddie Mac, HUD, Xxxxxx Xxx, any other Governmental Authority or a Requirement 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 AssetsLaw to keep confidential).

Due Diligence. Each 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 each Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Seller agrees that upon reasonable prior notice unless an Event of Default shall have occurred and be continuing, 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 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 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 Seller purchase Mortgage Loans from Sellers based solely upon the information provided by Seller 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. 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 either Seller. Each Seller further agrees that such Seller shall reimburse Buyer for any and pay all attorneys’ fees, out-of-pocket costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased AssetsBuyer’s activities pursuant to this Section 17 (“Due Diligence Costs”).

Due Diligence. Seller acknowledges that Buyer A. Assignee has until September 8, 2008 to complete to its satisfaction all 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 AssetsProperty and the Rights. Assignor shall cooperate with such due diligence to the extent that it has in its possession documents related to the Property and Rights and has previously provided Assignee with a limited power of attorney to review court files for matters 797/973 and 50/97. As part of its due diligence, Assignee will undertake the following: (i) Review the court files from which Assignor's Rights arose. (ii) Examine the title records of the Property. (iii) Visit the Property. (iv) Examine Mexican local, state and federal laws, regulations, restrictions, ordinances, policies and other rules governing the Property and its permitted uses and restrictions. (v) Conduct an independent survey of the Property. (vi) Consult with professionals and experts in real estate concerning the Property. Assignee represents to Assignor that Assignee is an expert in real estate and real estate development and will undertake all investigations Assignee deems necessary and prudent in connection with this transaction. B. On or before September 8, 2008, Assignee shall notify Assignor in writing (email is acceptable) if the results of the due diligence investigation are unacceptable to Assignee. If no such notice is received by Assignor, the results of the investigation shall be paid deemed acceptable to Assignee. If the results are unacceptable, Assignee shall indicate in the notice the reason(s) for the results being unacceptable. Upon receipt of such notice that the due diligence is unacceptable, Assignor may, but is not required, to correct the problems referenced by Seller to Buyer Assignee within a thirty (30) calendar days after day period following receipt of an invoice thereforthe notice. Seller also shall make available If the due diligence is acceptable, either initially or after correction by Assignor, the transaction contemplated by this Agreement will conclude in accordance with the terms hereof. If such results are not acceptable to Buyer a knowledgeable financial Assignee, either initially if Assignor waives the right to correct or accounting officer after the corrections have been attempted, it will deemed that Assignee has terminated this Agreement and the deposit, except for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoingportion that is non-refundable, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller will be promptly returned 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 AssetsAssignee.

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 Xxxxxx agrees to cooperate with Buyer and any third party underwriter due diligence firm in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter due diligence firm with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties in the possession, or under the control, of SellerSeller provided, however, that unless an Event of Default has occurred and is continuing, such on-site visits and/or on-site examinations shall be limited to one (1) per calendar year. Seller further agrees that Seller shall reimburse Buyer for any and pay all attorneys’ fees, reasonable third-party out-of-pocket costs and expenses incurred by Buyer in connection with continuing Xxxxx’s activities pursuant to this Section 21 (“Due Diligence Costs”) in an amount not to exceed the Due Diligence Cap per calendar year; provided that the Due Diligence Cap shall not apply upon the occurrence and continuance of an Event of Default. In addition, the Buyer may perform corporate level due diligence on Eligible Assets the Seller and Purchased AssetsServicer, provided, however, that prior to the occurrence and continuation of an Event of Default the Seller shall not be required to pay for such corporate level due diligence more than once per annum (which due diligence shall also be subject to the Due Diligence Cap; provided that the Due Diligence Cap shall not apply upon the occurrence and continuance of an Event of Default).

Due Diligence. Seller acknowledges 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 Customer acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Warehouse Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller Customer agrees that upon reasonable prior notice to SellerCustomer, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset FilesRecords, Servicing Records servicing records and any and all documents, records, agreements, instruments or information relating to such Purchased the Warehouse Assets in the possession or under the control of SellerCustomer, 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 Customer 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 Warehouse Assets. Without limiting the generality of the foregoing, Seller Customer acknowledges that Buyer may enter into Transactions with Seller make Investment of Principal based solely upon the information provided by Seller Customer 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 Warehouse Assets. Buyer may underwrite such Purchased Warehouse Assets itself or engage a third party underwriter to perform such underwriting. Seller Customer 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 Warehouse Assets in the possession, or under the control, of SellerCustomer. Seller further agrees that Seller Customer shall reimburse Buyer for any and all attorneys’ feespromptly upon demand pay Buyer’s reasonable, costs and third-party expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets underwriting assets, making Investments of Principal and, acquiring and Purchased reselling the Warehouse Assets, including the reasonable fees and expenses of Buyer’s counsel.