Common use of Inspection of Properties and Books Clause in Contracts

Inspection of Properties and Books. (a) Seller shall, at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property of Seller with respect to the Business, including books of accounts and records with respect to the Business, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller with its officers, and shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements therefor.

Inspection of Properties and Books. (a) Seller shallUpon reasonable prior notice, at reasonable times acceptable to both partiesBorrower shall permit Lender, assist or any individual or individuals representative designated by Purchaser with reasonable prior notice Lender, (at Borrower’s expense) to visit and inspect the Collateral Property or inspect any property of Seller with respect Borrower’s or Owner’s offices, to examine the Business, including books of accounts account of Borrower and records with respect to the Business, Owner (and to make copies thereof and extracts or copies of such books and records therefrom) and to discuss the affairs, finances and accounts of Seller Borrower and Owner with, and to be advised as to the same by, Borrower’s or Owner’s officers, all at such reasonable times and intervals as Lender may reasonably request. Lender shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to Borrower’s and Owner’s activities at the Collateral Property. Borrower will cooperate and will cause its officersagents and contractors to cooperate to give Lender and its consultants full access to the Collateral Property. All inspections by Lender and its consultants shall be for the sole benefit of Lender for its loan administration purposes only. Neither Lender nor its consultants assumes any liability to Borrower, Owner or any other Person by reason of Lender’s or its consultant’s inspections. Neither Borrower nor any other Person may rely on Lender’s inspections for any purpose (including stage of completion, adequacy or workmanship, compliance with governmental approvals and covenants, conditions and restrictions, conformance with the Plans, Project Documents, or other matters related to design, construction and operation). Lender’s inspection of an item shall not result in any waiver of Lender’s rights in the event such item does not conform with this Agreement. Borrower shall keep, and shall use its best efforts cause Owner to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat keep, books and records fairly reflecting all such material (the "Evaluation Material") confidentially, of their business affairs and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such personstransactions. (b) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements therefor.

Inspection of Properties and Books. (a) Seller shall, at reasonable times acceptable to both parties, shall assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property of Seller with respect Seller, at reasonable times acceptable to the Businessboth parties, including books of accounts and records with respect to the Businessof Seller, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller with its officers, and shall use its best efforts to obtain access for Purchaser to Seller's accountants' work papers. As a condition to the Closing, the parties acknowledge and agree that Seller shall furnish to Purchaser agrees to Evaluation Material which shall be used in connection with a due diligence review. The parties agree that Purchaser shall treat all such material (the "Evaluation Material") Material confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein, the Evaluation Material or any information set forth therein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankersbanker, financial advisors counsel and legal counselaccountants for their review. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring ensuring that the Evaluation Material is kept confidential by such persons. (b) . In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller Seller, within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, or (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or and (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements therefor.

Inspection of Properties and Books. So long as any Purchaser shall hold any Securities, such Purchaser and its representatives and agents (acollectively, the "INSPECTORS") Seller shallshall have the right, at reasonable times acceptable to both partiessuch Purchaser's expense, assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or and inspect any property of Seller with respect the properties of the Company and of its subsidiaries, to examine the Business, including books of accounts account and records with respect to of the BusinessCompany and of its subsidiaries, to make or be provided with copies and extracts or copies of such books and records and therefrom, to discuss the affairs, finances and accounts of Seller with the Company and of its subsidiaries with, and to be advised as to the same by, its and their officers, employees and shall use its best efforts independent public accountants (and by this provision the Company authorizes such accountants to obtain access for discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as such Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth hereinmay desire; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser each Inspector shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material hold in confidence and shall not make any disclosure (except to such Purchaser) of any such information which the Company determines in good faith to be responsible for insuring that confidential, and of which determination the Evaluation Material Inspectors are so notified, unless (a) the disclosure of such information is kept confidential by such persons. necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement, (b) In the event the Closing release of such information is not consummatedordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or (c) such information contained therein, with the exception of (i) information which becomes has been made generally available to the public other than as a result by disclosure in violation of disclosure by Purchaserthis or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, (ii) information included substantially in the Evaluation Material which form of this Section 4(o). Each Purchaser agrees that it shall, upon learning that disclosure of such information is first disclosed sought in or by a third party not bound by a confidentiality agreement with Seller court or (iii) information required to be disclosed in any registration statement governmental body of competent jurisdiction or periodic report under the disclosure requirements of applicable federal and state securities lawsthrough other means, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance give prompt notice of the disclosure, and if Seller does not consent to the disclosureCompany and allow the Company, Purchaser may make at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential. Notwithstanding the foregoing, the Company shall be permitted to withhold from disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements thereforunder this paragraph any material protected by attorney-client privilege.

Inspection of Properties and Books. (a) Seller shallThe Borrower and the Guarantors will, and will cause their respective Subsidiaries to, permit the Agent and the Lenders, at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with the Borrower’s expense and upon reasonable prior notice notice, to visit or and inspect any property of Seller with respect the properties of the Borrower, each Guarantor or any of their respective Subsidiaries (subject to the Businessrights of tenants and with the understanding that any visit to or inspection of any Real Estate that is not a Subject Property shall be undertaken for purposes of evaluating such Real Estate as it pertains to the Parent’s or the Borrower’s direct or indirect equity interest therein), including to examine the books of accounts account of the Borrower, each Guarantor and records with respect to the Business, their respective Subsidiaries (and to make copies thereof and extracts or copies of such books and records therefrom) and to discuss the affairs, finances and accounts of Seller with its the Borrower, any Guarantor and their respective Subsidiaries with, and to be advised as to the same by, their respective officers, all at such reasonable times and intervals as the Agent or any Lender may reasonably request, provided that so long as no Default or Event of Default shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (have occurred and be continuing, the "Evaluation Material") confidentially, and Borrower shall not disclose be required to pay for such visits and inspections more often than once in any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counseltwelve (12) month period. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b) In the event that the Closing Agent or a Lender shall visit and inspect a property of a Subsidiary of Borrower which is not consummateda Guarantor, all Evaluation Material such visit and inspection shall be returned made with a representative of Borrower (and Borrower agrees to Seller within ten days of a request therefor, use reasonable efforts to make such representative available). The Lenders shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the understanding that Purchaser shall retain no copies normal business operations of the Evaluation Material Borrower, the Guarantors, their respective Subsidiaries and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements therefortenants.

Inspection of Properties and Books. (a) Seller shallEach Borrower will, at reasonable times acceptable to both partiesand will cause each Guarantor to, assist any individual or individuals designated by Purchaser with reasonable prior notice permit the Bank to visit or and inspect any property of Seller with respect the properties of any Borrower, any Guarantor or any of their respective Subsidiaries, to examine the Business, including books of accounts account of the Borrowers, the Guarantors and records with respect to the Business, their respective Subsidiaries (and to make copies thereof and extracts or copies of such books and records therefrom) and to discuss the affairs, finances and accounts of Seller with the Borrowers, the Guarantors and their respective Subsidiaries with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Bank may reasonably request; provided that the Borrowers shall use its best efforts to obtain access only be responsible for Purchaser to accountants' work papersthe costs and expenses incurred by the Bank in connection with such inspections after the occurrence and during the continuance of an Event of Default. Purchaser The Bank agrees to treat all such material keep any non-public information delivered or made available by the Borrowers to it confidential from anyone other than persons employed or retained by the Bank (the "Evaluation Material") confidentiallyincluding, and shall not disclose any Evaluation Material or any information contained therein to any partywithout limitation, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counselemployees, officers, directorsattorneys and other advisors) who, in the reasonable determination of the Bank, reasonably need to know such information and who are or are expected to become engaged in evaluating, approving, structuring or administering the Term Loans or rendering legal advice in connection with the Term Loans; provided such employees, agents officers, attorneys and other advisors agree to keep such information confidential in accordance with this Section 6.10; and provided further that nothing herein shall prevent the Bank or representatives of persons employed or retained by the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by Bank from disclosing such persons. information (bi) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available person if reasonably incidental to the public administration of the Term Loans, (ii) upon the order of any court or administrative agency, (iii) upon the request or demand of any regulatory agency or authority, (iv) which has been publicly disclosed other than as a result of a disclosure by Purchaserthe Bank which is not permitted by this Term Loan Agreement, (iiv) in connection with any litigation to which the Bank, or their respective Affiliates may be a party, (vi) to the extent reasonably required in connection with the exercise of any remedy hereunder, (vii) to the Bank, legal counsel and independent auditors, and (viii) as otherwise required by law. Notwithstanding anything herein to the contrary, the Bank may disclose to any and all Persons, without limitation of any kind, any information included with respect to "tax treatment" and "tax structure" (in each case, within the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iiimeaning of Treasury Regulation §1.6011.4) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, transactions contemplated hereby and if Seller does not consent all materials of any kind (including opinions or other tax analyses) that are provided to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure Bank relating to such tax treatment and the legal requirements therefortax structure.

Inspection of Properties and Books. (a) Seller shallThe Borrowers will, and will cause their respective Subsidiaries to, permit the Agent and the Lenders, at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with the Borrowers’ expense and upon reasonable prior notice notice, to visit or and inspect any property of Seller with respect the properties of the Borrowers or any of their respective Subsidiaries (subject to the Businessrights of tenants under their Leases, including and Agent and Lender agree to use commercially reasonable efforts not to interfere with such rights) during normal business hours, to examine the books of accounts account of the Borrowers and records with respect to the Business, their respective Subsidiaries (and to make copies thereof and extracts or copies of such books and records therefrom) and to discuss the affairs, finances and accounts of Seller with its the Borrowers and their respective Subsidiaries with, and to be advised as to the same by, their respective officers, partners or members, all at such reasonable times and intervals as the Agent or any Lender may reasonably request, provided that so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers shall not be required to pay for such visits and inspections more often than once in any twelve (12) month period. The Lenders shall use its best good faith efforts to obtain access for Purchaser coordinate such visits and inspections so as to accountants' work papersminimize the interference with and disruption to the normal business operations of the Borrowers and their respective Subsidiaries. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially§7.10 Compliance with Laws, Contracts, Licenses, and shall not disclose any Evaluation Material or any information contained therein to any partyPermits. The Borrowers will, except as otherwise set forth herein; providedand will cause each of their respective Subsidiaries to, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b) In the event the Closing is not consummated, comply in all Evaluation Material shall be returned to Seller within ten days of a request therefor, respects with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaserall applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality provisions of its corporate charter, partnership agreement, limited liability company agreement with Seller or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) information all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrowers or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrowers or such Subsidiary will immediately take or cause to be disclosed in any registration statement taken all reasonable steps necessary to obtain such authorization, consent, approval, permit or periodic report under license and furnish the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure Agent and the legal requirements thereforLenders with evidence thereof. Borrowers shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that Borrowers shall determine that any investors in Borrowers are in violation of such act.

Inspection of Properties and Books. (a) Seller shallThe Borrower and the Guarantors will, and will cause their respective Subsidiaries to, permit the Agent and the Lenders, at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with the Borrower’s expense and upon reasonable prior notice notice, to visit or and inspect any property of Seller with respect the properties of the Borrower, each Guarantor or any of their respective Subsidiaries (subject to the Businessrights of tenants and with the understanding that any visit to or inspection of any Real Estate that is not a Subject Property shall be undertaken for purposes of evaluating such Real Estate as it pertains to the Parent’s or the Borrower’s direct or indirect equity interest therein), including to examine the books of accounts account of the Borrower, each Guarantor and records with respect to the Business, their respective Subsidiaries (and to make copies thereof and extracts or copies of such books and records therefrom) and to discuss the affairs, finances and accounts of Seller with its the Borrower, any Guarantor and their respective Subsidiaries with, and to be advised as to the same by, their respective officers, all at such reasonable times and intervals as the Agent or any Lender may reasonably request, provided that so long as no Default or Event of Default shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (have occurred and be continuing, the "Evaluation Material") confidentially, and Borrower shall not disclose be required to pay for such visits and inspections more often than once in any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counseltwelve (12) month period. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b) In the event that the Closing Agent or a Lender shall visit and inspect a property of a Subsidiary of Borrower which is not consummateda Guarantor or an Unencumbered Property Subsidiary, all Evaluation Material such visit and inspection shall be returned made with a representative of Borrower (and Borrower agrees to Seller within ten days of a request therefor, use reasonable efforts to make such representative available). The Lenders shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the understanding that Purchaser shall retain no copies normal business operations of the Evaluation Material Borrower, the Guarantors, their respective Subsidiaries and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements therefortenants.

Inspection of Properties and Books. (a) Seller shall, at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property shall permit authorized representatives of Seller with respect to the Business, including books of accounts and records with respect to the Business, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller with its officers, and shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available discuss the business, operations, assets and financial condition of Seller and Seller’s Subsidiaries with their officers and employees and to the public examine their books of account, records, reports and other than as a result of disclosure by Purchaserpapers and make copies or extracts thereof, (ii) inspect Seller’s Mortgage Files and Servicing Files relating to Mortgage Loans that are subject to Participation Certificates and all related information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or and reports, and (iii) information required audit Seller’s operations to be disclosed ensure compliance with the terms of the Program Documents, the GLB Act and other privacy laws and regulations, all at such reasonable times as Purchaser may request. Unless a Potential Servicing Termination Event or a Servicing Termination Event has occurred and is continuing (in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior which event Purchaser shall have no obligation whatsoever to making any disclosure pursuant to this clause (iiigive Seller advance notice), Purchaser shall first provide will give Seller with reasonable (under the circumstances) advance notice of the disclosureeach such audit, inspection or visit. Seller shall reimburse Purchaser for out-of-pocket expenses reasonably incurred in connection with only one such audit, inspection or visit during any twelve (12) month period, and for out-of-pocket expenses reasonably incurred in connection with each such audit, inspection or visit, if any, undertaken when a Potential Servicing Termination Event or a Servicing Termination Event exists. Seller does not consent will provide its accountants with a photocopy of this Agreement promptly after Purchaser notifies Seller that Purchaser wishes to discuss the financial condition or affairs of Seller and Seller’s Subsidiaries with such accountants and will instruct its accountants to answer candidly any and all questions that the officers of Purchaser or any authorized representatives of Purchaser may address to them in reference to the disclosure, financial condition or affairs of Seller and Seller’s Subsidiaries. Seller may have its representatives in attendance at any meetings between the officers or other representatives of Purchaser may make the disclosure only after providing Seller and Seller’s accountants held in accordance with an opinion of counsel explaining the basis for the disclosure and the legal requirements thereforthis authorization.

Inspection of Properties and Books. (a) Seller shall, at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property of Seller with respect to the Business, including books of accounts and records with respect to the Business, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller with its officers, and shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is permit authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b) In the event the Closing is not consummated, all Evaluation Material shall be returned Buyer to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available discuss the business, operations (including Seller’s eClosing System and eVault), assets and financial condition of Seller and Seller’s Subsidiaries with their officers and employees and to the public examine their books of account, records, reports and other than as a result of disclosure by Purchaserpapers and make copies or extracts thereof, (ii) inspect all of Seller’s property and all related information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or and reports, and (iii) information required audit Seller’s operations (including a technical, security and legal review of Seller’s eClosing System and Seller’s eVault as applicable, and related policies and procedures by Buyer or by third parties reasonably selected by Buyer, including, (a) a certified third party security assessment report, (b) results of systems testing and verification of integration with MERS® eRegistry and MERS® eDelivery, and (c) a legal analysis of Seller’s eClosing System and Seller’s eVault, and such systems’ policies, procedures and processes) to be disclosed in any registration statement or periodic report under ensure compliance with the disclosure requirements terms of the Transaction Documents, the GLB Act and other privacy laws and regulations, and applicable federal eCommerce Laws and state securities lawsAgency Guidelines, all at Seller’s expense and at such reasonable times as Buyer may request; it being understood and agreed that so long as no Event of Default shall have occurred and be continuing, Buyer shall give a Seller reasonable notice prior to making conducting any disclosure pursuant discussion, inspection and/or audit under this Section 11(c). Seller will provide its accountants with a photocopy of this Agreement promptly after the execution hereof and will instruct its accountants to answer candidly any and all questions that the officers of Buyer or any authorized representatives of Buyer may address to them in reference to the financial condition or affairs of Seller and Seller’s Subsidiaries. Seller may have its representatives in attendance at any meetings between the officers or other representatives of Buyer and Seller’s accountants held in accordance with this clause (iii)authorization. C. Section 11(d) is amended by replacing the “; or” at the end of Section 11(d)(xvi) with “;”, Purchaser shall first provide Seller replacing the period at the end of Section 11(d)(xvii) with reasonable (under the circumstances) advance notice of the disclosure“; or”, and if Seller does not consent to adding the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure following new Sections 11(d)(xviii) and the legal requirements therefor.11(d)(xix) immediately thereafter:

Inspection of Properties and Books. (a) Seller shall, at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property of Seller with respect to the Business, including books of accounts and records with respect to the Business, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller with its officers, and shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is permit authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b) In the event the Closing is not consummated, all Evaluation Material shall be returned Buyer to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available discuss the business, operations (including Seller’s eClosing System and eVault), assets and financial condition of Seller and Seller’s Subsidiaries with their officers and employees and to the public examine their books of account, records, reports and other than as a result of disclosure by Purchaserpapers and make copies or extracts thereof, (ii) inspect all of Seller’s property and all related information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or and reports, and (iii) information required audit Seller’s operations (including a technical, security and legal review of Seller’s eClosing System and Seller’s eVault as applicable, and related policies and procedures by Buyer or by third parties reasonably selected by Buyer, including, (a) a certified third party security assessment report, (b) results of systems testing and verification of integration with MERS® eRegistry and MERS® eDelivery, and (c) a legal analysis of Seller’s eClosing System and Seller’s eVault, and such systems’ policies, procedures and processes) to be disclosed in any registration statement or periodic report under ensure compliance with the disclosure requirements terms of the Transaction Documents, the GLB Act and other privacy laws and regulations, and applicable federal eCommerce Laws and state securities lawsAgency Guidelines, all at Seller’s expense and at such reasonable times as Buyer may request; it being understood and agreed that so long as no Event of Default shall have occurred and be continuing, Buyer shall give a Seller reasonable notice prior to making conducting any disclosure pursuant discussion, inspection and/or audit under this Section 11(c). Seller will provide its accountants with a photocopy of this Agreement promptly after the execution hereof and will instruct its accountants to this clause (iii), Purchaser shall first provide Seller with reasonable (under answer candidly any and all questions that the circumstances) advance notice officers of the disclosure, and if Seller does not consent Buyer or any authorized representatives of Buyer may address to them in reference to the disclosure, Purchaser financial condition or affairs of Seller and Seller’s Subsidiaries. Seller may make have its representatives in attendance at any meetings between the disclosure only after providing Seller officers or other representatives of Xxxxx and Xxxxxx’s accountants held in accordance with an opinion of counsel explaining the basis for the disclosure and the legal requirements thereforthis authorization.

Inspection of Properties and Books. (a) Seller shallThe Borrower and the Guarantors will, and will cause their respective Subsidiaries to, permit the Agent and the Lenders, at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with the Borrower’s expense and upon reasonable prior notice notice, to visit or and inspect any property of Seller with respect the properties of the Borrower, each Guarantor or any of their respective Subsidiaries (subject to the Businessrights of tenants under their leases), including to examine the books of accounts account of the Borrower, any Guarantor and records with respect to the Business, their respective Subsidiaries (and to make copies thereof and extracts or copies of such books and records therefrom) and to discuss the affairs, finances and accounts of Seller with its the Borrower, any Guarantor and their respective Subsidiaries with, and to be advised as to the same by, their respective officers, partners or members, all at such reasonable times and intervals as the Agent or any Lender may reasonably request, provided that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall not be required to pay for such visits and inspections more often than once in any twelve (12) month period. The Lenders shall use its best good faith efforts to obtain access for Purchaser coordinate such visits and inspections so as to accountants' work papersminimize the interference with and disruption to the normal business operations of such Persons. Purchaser agrees to treat all such material (the "Evaluation Material") confidentiallyCompliance with Laws, Contracts, Licenses, and shall not disclose any Evaluation Material Permits . The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, comply in all respects with (a) all applicable laws and regulations now or any information contained therein to any partyhereafter in effect wherever its business is conducted, except as otherwise set forth herein; providedincluding all Environmental Laws, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b) In the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (c) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (d) all applicable decrees, orders, and judgments, and (e) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure to so comply with either clause (a), (c) or (e) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise the Agent in writing in the event that the Closing is not consummated, all Evaluation Material Borrower shall be returned to Seller within ten days of a request therefor, with the understanding determine that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, (ii) information included investors in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed Borrower are in any registration statement or periodic report under the disclosure requirements violation of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements thereforsuch act.

Inspection of Properties and Books. (a) Seller shallEach party shall assist any individual or individuals designated by the other parties with reasonable prior notice to visit or inspect any property, at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property of Seller with respect to the Business, including books of accounts and records with respect to the Businessrecords, to make extracts or copies of such books and records and to discuss the its affairs, finances and accounts of Seller with its officersaccounts, and shall use its best efforts to obtain access for Purchaser to its accountants' work papers. Purchaser agrees The parties acknowledge and agree that each party shall furnish to the other Evaluation Material which shall be used in connection with a due diligence review. The parties agree that they shall treat all such material (the "Evaluation Material") Material confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein, the Evaluation Material or any information set forth therein; provided, however, that Purchaser each party is authorized to disclose the Evaluation Material to its investment bankersbanker, financial advisors lawyers and legal counselaccountants for their review in connection with the transactions contemplated by this Agreement. Purchaser Each party shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, partners, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b) . In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller the respective party, within ten days of a request therefor, with the understanding that Purchaser the receiving party shall retain no copies of the Evaluation Material and shall not disclose to any other party person the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaserthe receiving party, or (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements therefor.either party

Inspection of Properties and Books. The Borrower will, and will cause BPI to, permit the Administrative Agent or any of the Banks' other designated representatives upon no less than 24 hours notice (a) Seller shallwhich notice may be given orally or in writing), at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or and inspect any property of Seller with respect the properties of the Borrower, BPI or any of their respective Consolidated Subsidiaries to examine the Business, including books of accounts account of the Borrower, BPI and records with respect to the Business, their respective Consolidated Subsidiaries (and to make copies thereof and extracts or copies of such books and records therefrom) and to discuss the affairs, finances and accounts of Seller with the Borrower, BPI and their respective Consolidated Subsidiaries with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Administrative Agent may reasonably request; PROVIDED that, so long as no Event of Default has occurred and is continuing, the Borrower shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall only be responsible for insuring that the Evaluation Material costs and expenses incurred by the Administrative Agent in connection with such inspections. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. The Borrower will, and will cause BPI to, comply with, and will cause each of their respective Consolidated Subsidiaries to comply with (a) all applicable laws and regulations now or hereafter in effect wherever its business is kept confidential by such persons. (b) In the event the Closing is not consummatedconducted, including, without limitation, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material Environmental Laws and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of all applicable federal and state securities laws, (b) the provisions of its partnership agreement or corporate charter and other charter documents and by-laws, as applicable, (c) all material agreements and instruments to which it being agreed is a party or by which it or any of its properties may be bound (including the Real Estate Assets and the Leases) and (d) all applicable decrees, orders, and judgments, unless such non-compliance does not relate to the Borrower or BPI and constitutes a Non-Material Breach. If at any time while any Loan is outstanding or the Banks have any obligation to make Loans hereunder, any Permit shall become necessary or required in order that prior the Borrower may fulfill any of its obligations hereunder, the Borrower and BPI and their respective Consolidated Subsidiaries will immediately take or cause to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with he taken all reasonable (under steps within the circumstances) advance notice power of the disclosureBorrower or BPI, as applicable, to obtain such Permit and if Seller does not consent to furnish the disclosure, Purchaser may make the disclosure only after providing Seller Administrative Agent with an opinion of counsel explaining the basis for the disclosure and the legal requirements thereforevidence thereof.

Inspection of Properties and Books. The Borrower will, and will ---------------------------------- cause each Guarantor to, permit the Agent or any of the Banks' other designated representatives upon no less than 24 hours notice (a) Seller shallwhich notice may be given orally or in writing), at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or and inspect any property of Seller with respect the properties of the Borrower, any Guarantor or any of their respective Subsidiaries to examine the Business, including books of accounts account of the Borrower, such Guarantor and records with respect to the Business, their respective Subsidiaries (and to make copies thereof and extracts or copies of such books and records therefrom) and to discuss the affairs, finances and accounts of Seller with the Borrower, such Guarantor and their respective Subsidiaries with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Agent may reasonably request; provided that, so long as no Event of Default has occurred and is continuing, -------- the Borrower shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall only be responsible for insuring the costs and expenses incurred by the Agent in connection with such inspections. The Agent and each Bank agrees to keep any non-public information delivered or made available by the Borrower to it confidential from anyone other than persons employed or retained by the Agent or such Bank who are or are expected to become engaged in evaluating, approving, structuring or administering the Loans; provided that nothing herein -------- shall prevent the Evaluation Material is kept confidential by Agent or any Bank from disclosing such persons. information (bi) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained thereinBank, with the exception of (iii) information which becomes generally available to any other person if reasonably incidental to the public administration of the Loans, (iii) upon the order of any court or administrative agency, (iv) upon the request or demand of any regulatory agency or authority, (v) which has been publicly disclosed other than as a result of a disclosure by Purchaserthe Agent or any Bank which is not permitted by this Agreement, (iivi) information included in connection with any litigation to which the Evaluation Material which is first disclosed by Agent, any Bank, or their respective Affiliates may be a third party not bound by a confidentiality agreement party, (vii) to the extent reasonably required in connection with Seller the exercise of any remedy hereunder, (viii) to the Agent's or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal such Bank's Affiliates, legal counsel and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosureindependent auditors, and if Seller does not consent (ix) to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion any actual or proposed participant or Eligible Assignee of counsel explaining the basis for the disclosure and the legal requirements thereforall or part of its rights hereunder.

Inspection of Properties and Books. (a) Seller shall, at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property shall permit authorized representatives of Seller with respect to the Business, including books of accounts and records with respect to the Business, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller with its officers, and shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available discuss the business, operations, assets and financial condition of Seller and Seller’s Subsidiaries with their officers and employees and to the public examine their books of account, records, reports and other than as a result of disclosure by Purchaserpapers and make copies or extracts thereof, (ii) inspect Seller’s Mortgage Files and Servicing Files relating to Mortgage Loans that are subject to Participation Certificates and all related information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or and reports, and (iii) information required audit Seller’s operations to be disclosed ensure compliance with the terms of the Program Documents, the GLB Act and other privacy laws and regulations, all at such reasonable times as Purchaser may request. Unless a Potential Servicing Termination Event or a Servicing Termination Event has occurred and is continuing (in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior which event Purchaser shall have no obligation whatsoever to making any disclosure pursuant to this clause (iiigive Seller advance notice), Purchaser shall first provide will give Seller with reasonable (under the circumstances) advance notice of the disclosureeach such audit, inspection or visit. Seller shall reimburse Purchaser for out-of-pocket expenses reasonably incurred in connection with only one such audit, inspection or visit during any twelve (12) month period, and for out-of-pocket expenses reasonably incurred in connection with each such audit, inspection or visit, if any, undertaken when a Potential Servicing Termination Event or a Servicing Termination Event exists. Seller does not consent will provide its accountants with a photocopy of this Agreement promptly after Purchaser notifies Seller that Purchaser wishes to discuss the financial condition or affairs of Seller and Seller’s Subsidiaries with such accountants and will instruct its accountants to answer candidly any and all questions that the officers of Purchaser or any authorized representatives of Purchaser may address to them in reference to the disclosure, financial condition or affairs of Seller and Seller’s Subsidiaries. Seller may have its representatives in attendance at any meetings between the officers or LEGAL02/39826520v2 other representatives of Purchaser may make the disclosure only after providing Seller and Seller’s accountants held in accordance with an opinion of counsel explaining the basis for the disclosure and the legal requirements thereforthis authorization.

Inspection of Properties and Books. (a) Seller shallExcept as limited by applicable law, you, at reasonable all times acceptable between the execution of this Agreement and the Closing Date, and thereafter, so long as you shall be obligated to both partiespurchase or shall hold any Securities, assist and each other Eligible Holder of any individual or individuals designated by Purchaser with reasonable prior notice of the Securities, shall have the right to visit or and inspect any property of Seller with respect the Properties of the Borrower and each of its Subsidiaries, to the Business, including examine their books of accounts account and records with respect to the Businessrecords, to make copies and extracts or copies of such books and records and therefrom at their expense to discuss the their affairs, finances and accounts of Seller with its officerswith, and shall use to be advised as to the same by, its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentiallyand their officers and employees, and its and their independent public accountants (whose fees and expenses shall not disclose any Evaluation Material be paid by the Borrower or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors such Subsidiary and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives by this provision each of the confidential nature Borrower and its Subsidiaries authorizes its accountants to discuss its affairs, finances and accounts, whether or not any of the Evaluation Material and shall be responsible for insuring that the Evaluation Material its representatives is kept confidential by such persons. (b) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities lawspresent, it being agreed understood that prior nothing contained in this Section 8 is intended to making confer any disclosure pursuant right to this clause (iiiexclude any such representative from such discussions), Purchaser all at such reasonable times and intervals as you or such Eligible Holder may desire. So long as the Investor shall first provide Seller hold any Securities, the Investor may meet with reasonable (under the circumstances) advance notice senior management of the disclosureBorrower at least annually to discuss the Borrower's and its Subsidiaries' assets, operations and if Seller does not consent prospects. The Borrower and each of its Subsidiaries will likewise afford you and any such Eligible Holder the opportunity to obtain any information relevant to your investment in the Securities, to the disclosureextent it possesses such information or can acquire it without unreasonable effort or expense, Purchaser that may make be necessary to verify the disclosure only after providing Seller with an opinion accuracy of counsel explaining any of the basis for representations and warranties made by each of them hereunder. Prior to The Closing Date, a representative of Investor shall be entitled to attend all meetings of the disclosure and Board of Directors of the legal requirements thereforBorrower, except to the extent that such attendance would be prohibited by applicable law or regulation.

Inspection of Properties and Books. (a) Seller shall, at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property shall permit authorized representatives of Seller with respect to the Business, including books of accounts and records with respect to the Business, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller with its officers, and shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available discuss the business, operations, assets and financial condition of Seller and Seller’s Subsidiaries with their officers and designated employees and to the public examine their books of account, records, reports and other than as a result of disclosure by Purchaserpapers and make copies or extracts thereof, (ii) inspect Seller’s Mortgage Files and Servicing Files relating to Mortgage Loans that are subject to Participation Certificates and all related information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or and reports, and (iii) information required audit Seller’s operations to be disclosed ensure compliance with the terms of the Program Documents, the GLB Act and other privacy laws and regulations, all at such reasonable times as Purchaser may request. Unless a Potential Servicing Termination Event or a Servicing Termination Event has occurred and is continuing (in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior which event Purchaser shall have no obligation whatsoever to making any disclosure pursuant to this clause (iiigive Seller advance notice), Purchaser shall first provide will give Seller with reasonable (under the circumstances) advance notice of the disclosureeach such audit, inspection or visit. Seller shall reimburse Purchaser for out-of-pocket expenses reasonably incurred in connection with only one such audit, inspection or visit during any twelve (12) month period, and for out-of-pocket expenses reasonably incurred in connection with each such audit, inspection or visit, if any, undertaken when a Potential Servicing Termination Event or a Servicing Termination Event exists. Seller does not consent will provide its accountants with a photocopy of this Agreement promptly after Purchaser notifies Seller that Purchaser wishes to discuss the financial condition or affairs of Seller and Seller’s Subsidiaries with such accountants and will instruct its accountants to answer candidly any and all questions that the officers of Purchaser or any authorized representatives of Purchaser may address to them in reference to the disclosure, financial condition or affairs of Seller and Seller’s Subsidiaries. Seller may have its representatives in LEGAL02/43085055v3 attendance at any meetings between the officers or other representatives of Purchaser may make the disclosure only after providing Seller and Seller’s accountants held in accordance with an opinion of counsel explaining the basis for the disclosure and the legal requirements thereforthis authorization.

Inspection of Properties and Books. (a) Seller shallSo long as you or your nominee or any other Qualified Institutional Holder holds any of the Substitute Notes, at reasonable times acceptable to both parties, assist any individual your or individuals designated by Purchaser with reasonable prior notice such Qualified Institutional Holder's representatives shall have the right to visit or and inspect any property of Seller with respect the properties of the Company and its Restricted Subsidiaries in the presence of an officer of the Company, to examine the Business, including books of accounts account and records with respect to of the BusinessCompany and its Restricted Subsidiaries, to make copies and extracts or copies of such books and records and therefrom, to discuss the affairs, finances and accounts of Seller with the Company and its officersRestricted Subsidiaries with, and shall use to be advised as to the same by, its best efforts officers and (in the presence of an officer of the Company) key employees, and its independent public accountants, all at such times and intervals as you or such other Qualified Institutional Holder may reasonably desire. The Company will likewise afford your and such Qualified Institutional Holder's representatives the opportunity to obtain access for Purchaser any information, to accountants' work papers. Purchaser agrees the extent the Company or any Restricted Subsidiary possesses such information or can acquire it without unreasonable effort or expense, necessary to treat all such material verify the accuracy of any of the representations and warranties made by the Company hereunder. (the "Evaluation Material"b) confidentiallyYou agree, and (by its acceptance of any Substitute Note) each other holder of Substitute Notes shall not disclose any Evaluation Material be deemed to have agreed, to hold in confidence all information furnished pursuant to the Agreements and relating to the Company or any information contained therein to any partyof its Subsidiaries which was designated in writing as "confidential" at the time the same was furnished, except as otherwise set forth herein; provided, however, that Purchaser is authorized to you or such other holder may disclose the Evaluation Material to its investment bankersany information, financial advisors and legal counsel. Purchaser irrespective of whether -35- 40 or not such information shall instruct its investment bankershave been designated as "confidential", financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to actual or prospective purchasers of the public other than as a result of disclosure by PurchaserSubstitute Notes or any participations therein, (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or to prospective assignees pursuant to Section 16.3, (iii) pursuant to or in connection with any action, suit or proceeding by, or any statute, rule or regulation of, any Governmental Body, (iv) pursuant to any Order of any court, arbitrator or Governmental Body or as otherwise required by law, (v) to your auditors, to the extent required in the course of their audit, to your counsel or to the National Association of Insurance Commissioners or similar associations or authorities, or (vi) to the extent necessary in the enforcement of your rights hereunder and under the Substitute Notes during the continuance of a Default or Event of Default; and the Company, for itself and on behalf of its Subsidiaries, expressly consents to the disclosure of any such information required to any of such Persons (and under any such circumstances) contemplated in this Section; provided, further, however, that any Person to whom any such information shall be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to Clause (i) or (ii) of this clause Subsection shall agree with you or such other holder of Substitute Notes to likewise be bound by and subject to the provisions of this Section. (iii)c) Anything herein to the contrary notwithstanding, Purchaser neither the Company nor any of its Subsidiaries shall first provide Seller with reasonable (under the circumstances) advance notice have any obligations to disclose pursuant hereto any engineering, scientific, or other technical data without significance to your analysis of the disclosure, financial position of the Company and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements thereforits Subsidiaries.

Inspection of Properties and Books. (a) Seller shallEach of the Borrower and ---------------------------------- Holdings agrees that you or any Qualified Holder who agrees to abide by the confidentiality requirement set forth below in this Section may, at so long as you or such Qualified Holder owns any Notes, after giving reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice to Holdings and the Borrower, visit at your or inspect its own expense the offices and Properties of Holdings, the Borrower or any property of Seller with respect to the Businesstheir Subsidiaries, including books of accounts and records with respect to the Business, to may examine and make extracts or copies of such the relevant books and records records, and to discuss the affairs, finances and accounts of Seller such companies with their officers and public accountants (and by this provision the Borrower and each Subsidiary hereby authorizes said accountants to discuss with you or such Qualified Holder its officersaffairs, finances and accounts) all at reasonable times during normal business hours as often as you or it may reasonably desire. At any time when a Default or an Event of Default shall have occurred and be continuing, the Borrower shall be required to pay or reimburse you or any such Qualified Holder for expenses which you or such Qualified Holder may reasonably incur in connection with any such visitation or inspection. You and any other Qualified Holder shall use its best efforts to obtain access such information only for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentiallyyour own purposes, shall keep it confidential and shall not disclose it to any Evaluation Material third person (other than a Purchaser Affiliate or an affiliate of a Qualified Holder or accountants engaged by you or such Qualified Holder), except for disclosures to: (i) such Qualified Holder's or Purchaser Affiliate's directors, trustees, partners, officers, employees, agents and professional consultants, (ii) any other Noteholder, (iii) any Person to which such Qualified Holder offers to sell such Note or any information contained therein part thereof, (iv) any Person to which such Qualified Holder sells or offers to sell a participation in all or any part of such Note, (v) any Person from which such Qualified Holder offers to purchase any security of the Borrower, (vi) any federal, state or Canadian provincial regulatory authority having jurisdiction over such Qualified Holder, (vii) the National Association of Insurance Commissioners or any similar organization, (viii) any nationally recognized financial rating service that is rating or reviewing the rating of the Notes or (ix) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to such Qualified Holder, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which such Qualified Holder is a party, except as otherwise set forth hereinor (d) to protect such Qualified Holder's investment in the Notes; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankersthat, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b1) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose prior --------- ------- to any other party the Evaluation Material or disclosure of any such information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, (ii) information included any Person described in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser (iv) or (v) above, such Person agrees to keep any non-public information so delivered to it confidential or (2) if you (or such Qualified Holder) is required to disclose any such information in connection with judicial or governmental proceedings, you (or such Qualified Holder) shall first provide Seller the Borrower and Holdings with reasonable (under the circumstances) advance prompt prior notice of such requirement. Any bona fide transferee of any Note (or any participant in your interest in the disclosureNotes), and if Seller does not consent by its acceptance thereof, shall be bound by the provisions of this Section 9 to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements thereforsame extent as you are bound.

Inspection of Properties and Books. (a) Seller shall, at reasonable times acceptable to both parties, shall assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property of Seller with respect Seller, at reasonable times during Seller's normal business hours acceptable to the Businessboth parties, including books of accounts and records with respect to the Businessof Seller, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller with its officers, and shall use its best efforts to obtain access for Purchaser to Seller's accountants' work papers. As a condition to the Closing, the parties acknowledge and agree that Seller shall furnish to Purchaser agrees to Evaluation Material which shall be used in connection with a due diligence review. The parties agree that Purchaser shall treat all such material (the "Evaluation Material") confidentially, Material confidentially and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein, the Evaluation Material or any information set forth therein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankersbanker, financial advisors counsel and legal counselaccountants for their review. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring ensuring that the Evaluation Material is kept confidential by such persons. (b) . In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller Seller, within ten five days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, or (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or and (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements therefor.

Inspection of Properties and Books. (a) Seller shall, at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property shall permit authorized representatives of Seller with respect to the Business, including books of accounts and records with respect to the Business, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller with its officers, and shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available discuss the business, operations, assets and financial condition of Seller and Seller’s Subsidiaries with their officers and designated employees and to the public examine their books of account, records, reports and other than as a result of disclosure by Purchaserpapers and make copies or extracts thereof, (ii) inspect Seller’s Mortgage Files and Servicing Files relating to Mortgage Loans that are subject to Participation Certificates and all related information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or and reports, and (iii) information required audit Seller’s operations to be disclosed ensure compliance with the terms of the Program Documents, the GLB Act and other privacy laws and regulations, all at such reasonable times as Purchaser may request. Unless a Potential Servicing Termination Event or a Servicing Termination Event has occurred and is continuing (in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior which event Purchaser shall have no obligation whatsoever to making any disclosure pursuant to this clause (iiigive Seller advance notice), Purchaser shall first provide will give Seller with reasonable (under the circumstances) advance notice of the disclosureeach such audit, inspection or visit. Seller shall reimburse Purchaser for out-of-pocket expenses reasonably incurred in connection with only one such audit, inspection or visit during any twelve (12) month period, and for out-of-pocket expenses reasonably incurred in connection with each such audit, inspection or visit, if any, undertaken when a Potential Servicing Termination Event or a Servicing Termination Event exists. Seller does not consent will provide its accountants with a photocopy of this Agreement promptly after Purchaser notifies Seller that Purchaser wishes to discuss the financial condition or affairs of Seller and Seller’s Subsidiaries with such accountants and will instruct its accountants to answer candidly any and all questions that the officers of Purchaser or any authorized representatives of Purchaser may address to them in reference to the disclosure, financial condition or affairs of Seller and Seller’s Subsidiaries. Seller may have its representatives in LEGAL02/43307475v2 attendance at any meetings between the officers or other representatives of Purchaser may make the disclosure only after providing Seller and Seller’s accountants held in accordance with an opinion of counsel explaining the basis for the disclosure and the legal requirements thereforthis authorization.

Inspection of Properties and Books. (a) Seller shallBorrowers, Borrowers’ respective Subsidiaries and Guarantors will permit Administrative Agent and the Lenders, at reasonable times acceptable to both partiesBorrowers’ expense, assist any individual or individuals designated by Purchaser with upon reasonable prior notice and, if no Event of Default exists, during business hours, to visit or inspect and inspect, subject to HIPAA and all other applicable privacy laws, any property of Seller the properties of each Borrower (including with respect to any IGT Facility), to examine the Business, including books of accounts account of any Borrower, any Guarantor and records Borrower’s respective Subsidiaries (including with respect to the Business, any IGT Facility) (and to make copies thereof and extracts or copies of such books and records therefrom) and to discuss the affairs, finances and accounts of Seller any Borrower, any Guarantor and Borrower’s respective Subsidiaries (including with its respect to any IGT Facility) with, and to be advised as to the same by, their respective officers, partners or members, all at such reasonable times and shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially, and shall not disclose any Evaluation Material intervals as Administrative Agent or any information contained therein to any party, except as otherwise set forth hereinLender may reasonably request; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors such visits and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and inspections shall be responsible for insuring that limited to one (1) time per year unless an Event of Default exists. The Lenders shall use good faith efforts to coordinate such visits and inspections so as to minimize the Evaluation Material is kept confidential by interference with and disruption to the normal business operations of such personsPersons. (b) In Each Loan Party will permit Revolving Agent and each of its duly authorized representatives or agents to conduct field examinations, appraisals and valuations (including audits of the Accounts) at such reasonable times (during regular business hours) and intervals as Revolving Agent may designate, provided that the obligation of Borrowers to reimburse Revolving Agent for the costs of any such field examinations, appraisals and valuations shall be subject to the provisions of Section 4.2(b). Section 7.10 Compliance with Laws, Contracts, Licenses, and Permits. Borrowers will, and will cause the Operators of the Real Estate to, comply with (a) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, in all material respects, (b) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (c) all agreements and instruments to which it is a party or by which it or any of the Real Estate may be bound, (d) all applicable decrees, orders, and judgments affecting the Real Estate, and (e) all Permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of the Collateral Properties or other Senior Care Properties; except where failure to so comply with any of clause (a) through (e) would not result in the material non-compliance with the items described in such clauses. If any Permit from any officer, agency or instrumentality of any government shall become necessary or required in order that any Borrower may fulfill any of its obligations hereunder, such Borrower will promptly take or cause to be taken all steps necessary to obtain such Permit and, following a request by Administrative Agent, furnish Administrative Agent and the Lenders with evidence thereof. Each Borrower shall, and shall cause each of its Subsidiaries to, develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Administrative Agent in writing in the event the Closing is not consummated, all Evaluation Material that such Borrower shall be returned to Seller within ten days determine that any investors in such Borrower are in violation of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements therefor.such act. 130 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4

Inspection of Properties and Books. (a) Seller shall, at reasonable times acceptable to both parties, Sellers shall assist Purchaser and any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property of Seller with respect ADG, at reasonable times acceptable to the Businessboth parties and to ADG, including books of accounts and records with respect to the Businessof ADG, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller Sellers with its officers, and shall use its best commercially reasonable efforts to obtain access for Purchaser to ADG’s accountants' ’ work papers. As a condition to the Closing, the parties acknowledge and agree that Sellers shall furnish to Purchaser Evaluation Material which shall be used in connection with a due diligence review. Purchaser shall use the Evaluation Material solely for the purposes of conducting its due diligence hereunder and agrees to treat all such material (the "Evaluation Material") Material confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein, the Evaluation Material or any information set forth therein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counselrepresentatives for the purposes of evaluating the transactions contemplated hereby. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring ensuring that the Evaluation Material is kept confidential by such persons. (b) . In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request thereforSellers, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, or (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement obligations with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements thereforrespect thereto.

Inspection of Properties and Books. (a) Seller and INS shall, at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property of Seller or INS with respect to the Business, including books of accounts and records with respect to the Business, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller with its officers, and shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements therefor.

Inspection of Properties and Books. (a) Seller shallThe REIT and the Borrowers shall upon three Business Days' notice permit the Administrative Agent or any of the Administrative Agent's designated representatives, at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice the expense of the REIT and the Borrowers to visit and inspect during normal business hours any of the REIT, the properties of the REIT or inspect the Borrowers or any property of Seller with respect their respective Subsidiaries to examine the Business, including books of accounts account of the REIT, the Borrowers and records with respect to the Business, their respective Subsidiaries (and to make copies thereof and extracts or copies of such books and records therefrom) and to discuss the affairs, finances and accounts of Seller with its the REIT, the Borrowers and their respective Subsidiaries with, and to be advised as to the same by, their officers, all at such reasonable times during normal business hours and shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material intervals as the Administrative Agent may reasonably request; PROVIDED, HOWEVER, that (except as may otherwise be agreed by the "Evaluation Material"Borrowers) confidentially, and the Administrative Agent shall not disclose inspect any Evaluation Material property of the REIT or any information contained therein to Borrower or any party, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose of their respective Subsidiaries at the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives expense of the confidential nature REIT or any Borrower after the Initial Closing Date more than twice in any twelve-month period unless a Default or an Event of Default shall have occurred and be continuing. The REIT and the Borrowers shall permit each other Lender to accompany the Administrative Agent, at such Lender's expense, to so visit and inspect such properties, to examine such books of account and to discuss such affairs, finances and accounts with such officers. The REIT and the Borrowers shall also permit each other Agent to so visit and inspect such properties, to examine such books of account and to discuss such affairs, finances and accounts with such officers if and so long as any Event of Default shall have occurred and be continuing." 2.3. AMENDMENT OF SECTION 7.16. Section 7.16 of the Evaluation Material and shall be responsible for insuring that the Evaluation Material Credit Agreement is kept confidential by such persons. (b) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than amended read in its entirety as a result of disclosure by Purchaser, (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements therefor.follows:

Inspection of Properties and Books. (a) Seller shall, at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property shall permit authorized representatives of Seller with respect to the Business, including books of accounts and records with respect to the Business, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller with its officers, and shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available discuss the business, operations, assets and financial condition of Seller and Seller’s Subsidiaries with their officers and designated employees and to the public examine their books of account, records, reports and other than as a result of disclosure by Purchaserpapers and make copies or extracts thereof, (ii) inspect Seller’s Mortgage Files and Servicing Files relating to Mortgage Loans that are subject to Participation Certificates and all related information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or and reports, and (iii) information required audit Seller’s operations to be disclosed ensure compliance with the terms of the Program Documents, the GLB Act and other privacy laws and regulations, all at such reasonable times as Purchaser may request. Unless a Potential Servicing Termination Event or a Servicing Termination Event has occurred and is continuing (in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior which event Purchaser shall have no obligation whatsoever to making any disclosure pursuant to this clause (iiigive Seller advance notice), Purchaser shall first provide will give Seller with reasonable (under the circumstances) advance notice of the disclosureeach such audit, inspection or visit. Seller shall reimburse Purchaser for out-of-pocket expenses reasonably incurred in connection LEGAL02/44901976v2 with only one such audit, inspection or visit during any twelve (12) month period, and for out-of-pocket expenses reasonably incurred in connection with each such audit, inspection or visit, if any, undertaken when a Potential Servicing Termination Event or a Servicing Termination Event exists. Seller does not consent will provide its accountants with a photocopy of this Agreement promptly after Purchaser notifies Seller that Purchaser wishes to discuss the financial condition or affairs of Seller and Seller’s Subsidiaries with such accountants and will instruct its accountants to answer candidly any and all questions that the officers of Purchaser or any authorized representatives of Purchaser may address to them in reference to the disclosure, financial condition or affairs of Seller and Seller’s Subsidiaries. Seller may have its representatives in attendance at any meetings between the officers or other representatives of Purchaser may make the disclosure only after providing Seller and Seller’s accountants held in accordance with an opinion of counsel explaining the basis for the disclosure and the legal requirements thereforthis authorization.

Inspection of Properties and Books. Seller shall permit authorized representatives of Buyer to (i) discuss the business, operations (including Seller’s eClosing System and eVault), assets and financial condition of Seller and Seller’s Subsidiaries with their officers and employees and to examine their books of account, records, reports and other papers and make copies or extracts thereof and (ii) inspect Purchaser’s Mortgage Assets and all related information and reports, and (iii) audit Seller’s operations (including a technical, security and legal review of Seller’s eClosing System and Seller’s eVault as applicable, and related policies and procedures by Buyer or by third parties reasonably selected by Buyer, including, (a) Seller shalla certified third party security assessment report, (b) results of systems testing and verification of integration with MERS® eRegistry and MERS® eDelivery, and (c) a legal analysis of Seller’s eClosing System and Seller’s eVault, and such systems’ policies, procedures and processes) to ensure compliance with the terms of the Transaction Documents, the GLB Act and other privacy laws and regulations, and applicable eCommerce Laws and Agency Guidelines, all at Seller’s expense and at such reasonable times acceptable as Buyer may request; it being understood and agreed that so long as no Event of Default shall have occurred and be continuing, Buyer shall give a Seller reasonable notice prior to both partiesconducting any discussion, assist inspection and/or audit under this Section 11(d). Seller shall reimburse Buyer for out-of-pocket expenses reasonably incurred in connection with one such audit, inspection or visit during any individual twelve (12) month period, and for out-of-pocket expenses reasonably incurred in connection with each such audit, inspection or individuals designated by Purchaser visit, if any, initiated when a Default or an Event of Default exists. Seller will provide its accountants with reasonable prior notice a photocopy of this Agreement promptly after Buyer notifies Seller that Buyer wishes to visit discuss the financial condition or inspect any property affairs of Seller with respect such accounts, and will instruct its accountants to answer candidly any and all questions that the officers of Buyer or any authorized representatives of Buyer may address to them in reference to the Business, including books of accounts and records with respect to the Business, to make extracts financial condition or copies of such books and records and to discuss the affairs, finances and accounts affairs of Seller with and Seller’s Subsidiaries. Seller may have its officers, and shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (representatives in attendance at any meetings between the "Evaluation Material") confidentially, and shall not disclose any Evaluation Material officers or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or other representatives of the confidential nature of the Evaluation Material Buyer and shall be responsible for insuring that the Evaluation Material is kept confidential by such personsSeller’s accountants held in accordance with this authorization. (b) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements therefor.

Inspection of Properties and Books. (a) Seller shall, at reasonable times acceptable to both parties, MCSI shall assist any individual or individuals designated by Purchaser FDC with reasonable prior notice to visit or inspect any property of Seller with respect MCSI, at reasonable times acceptable to the Businessboth parties, including books of accounts and records with respect to the Businessof MCSI, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller MCSI with its officers, and shall use its best reasonable commercial efforts to obtain access for Purchaser FDC to MCSI's accountants' work papers. Purchaser agrees As a condition to treat all such material the Closing, the parties acknowledge and agree that MCSI shall furnish to FDC financial statements, documents and corporate materials (the "Evaluation Material") which shall be used in connection with a due diligence review. The parties agree that FDC shall treat the Evaluation Material confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein, the Evaluation Material or any information set forth therein; provided, however, that Purchaser FDC is authorized to disclose the Evaluation Material to its investment bankersbanker, financial advisors counsel and legal counselaccountants for their review. Purchaser FDC shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives (including investment banker, counsel and accountants) of the confidential nature of the Evaluation Material and shall be responsible for insuring ensuring that the Evaluation Material is kept confidential by such persons. (b) . In the event the Closing is not consummated, all Evaluation Material and derivative works shall be returned to Seller MCSI (or in the case of derivative works, destroyed), within ten days of a request therefor, with the understanding that Purchaser FDC shall retain no copies of the Evaluation Material or any derivative works and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by PurchaserFDC, or (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or MCSI and (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements therefor.

Inspection of Properties and Books. (a) Seller shallEach of the Borrower and Holdings agrees that you or any Qualified Holder who agrees to abide by the confidentiality requirement set forth below in this Section may, at so long as you or such Qualified Holder owns any Notes, after giving reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice to Holdings and the Borrower, visit at your or inspect its own expense the offices and Properties of Holdings, the Borrower or any property of Seller with respect to the Businesstheir Subsidiaries, including books of accounts and records with respect to the Business, to may examine and make extracts or copies of such the relevant books and records records, and to discuss the affairs, finances and accounts of Seller such companies with their officers and public accountants (and by this provision the Borrower and each Subsidiary hereby authorizes said accountants to discuss with you or such Qualified Holder its officersaffairs, finances and accounts) all at reasonable times during normal business hours as often as you or it may reasonably desire. At any time when a Default or an Event of Default shall have occurred and be continuing, the Borrower shall be required to pay or reimburse you or any such Qualified Holder for expenses which you or such Qualified Holder may reasonably incur in connection with any such visitation or inspection. You and any other Qualified Holder shall use its best efforts to obtain access such information only for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentiallyyour own purposes, shall keep it confidential and shall not disclose it to any Evaluation Material third person (other than a Purchaser Affiliate or an affiliate of a Qualified Holder or accountants engaged by you or such Qualified Holder), except for disclosures to: (i) such Qualified Holder’s or Purchaser Affiliate’s directors, trustees, partners, officers, employees, agents and professional consultants, (ii) any other Noteholder, (iii) any Person to which such Qualified Holder offers to sell such Note or any information contained therein part thereof, (iv) any Person to which such Qualified Holder sells or offers to sell a participation in all or any part of such Note, (v) any Person from which such Qualified Holder offers to purchase any security of the Borrower, (vi) any federal, state or Canadian provincial regulatory authority having jurisdiction over such Qualified Holder, (vii) the National Association of Insurance Commissioners or any similar organization, (viii) any nationally recognized financial rating service that is rating or reviewing the rating of the Notes or (ix) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to such Qualified Holder, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which such Qualified Holder is a party, except as otherwise set forth hereinor (d) to protect such Qualified Holder’s investment in the Notes; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankersthat, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b1) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose prior to any other party the Evaluation Material or disclosure of any such information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, (ii) information included any Person described in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser (iv) or (v) above, such Person agrees to keep any non-public information so delivered to it confidential or (2) if you (or such Qualified Holder) is required to disclose any such information in connection with judicial or governmental proceedings, you (or such Qualified Holder) shall first provide Seller the Borrower and Holdings with reasonable (under the circumstances) advance prompt prior notice of such requirement. Any bona fide transferee of any Note (or any participant in your interest in the disclosureNotes), and if Seller does not consent by its acceptance thereof, shall be bound by the provisions of this Section 9 to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements thereforsame extent as you are bound.

Inspection of Properties and Books. The Borrower will, ---------------------------------- and will cause the Guarantor to, permit the Agent or any of the Banks' other designated representatives upon no less than 24 hours notice (a) Seller shallwhich notice may be given orally or in writing), at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or and inspect any property of Seller with respect the properties of the Borrower, the Guarantor or any of their respective Subsidiaries to examine the Business, including books of accounts account of the Borrower, the Guarantor and records with respect to the Business, their respective Subsidiaries (and to make copies thereof and extracts or copies of such books and records therefrom) and to discuss the affairs, finances and accounts of Seller with the Borrower, the Guarantor and their respective Subsidiaries with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Agent may reasonably request; provided that, so long as no Event of Default has occurred and is continuing, -------- the Borrower shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall only be responsible for insuring the costs and expenses incurred by the Agent in connection with such inspections. The Agent and each Bank agrees to keep any non-public information delivered or made available by the Borrower to it confidential from anyone other than persons employed or retained by the Agent or such Bank who are or are expected to become engaged in evaluating, approving, structuring or administering the Loans; provided that nothing herein shall -------- prevent the Evaluation Material is kept confidential by Agent or any Bank from disclosing such persons. information (bi) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained thereinBank, with the exception of (iii) information which becomes generally available to any other person if reasonably incidental to the public administration of the Loans, (iii) upon the order of any court or administrative agency, (iv) upon the request or demand of any regulatory agency or authority, (v) which has been publicly disclosed other than as a result of a disclosure by Purchaserthe Agent or any Bank which is not permitted by this Agreement, (iivi) information included in connection with any litigation to which the Evaluation Material which Agent, any Bank, or their respective Affiliates may be a party, (vii) to the extent reasonably required in connection with the exercise of any remedy hereunder, (viii) to the Agent's or such Bank's Affiliates, legal counsel and independent auditors, and (ix) to any actual or proposed participant or Eligible Assignee of all or part of its rights hereunder. (S)8.11. Compliance with Laws, Contracts, Licenses, and Permits. ------------------------------------------------------ The Borrower will, and will cause the Guarantor to, comply with, and will cause each of their respective Subsidiaries to comply with (a) all applicable laws and regulations now or hereafter in effect wherever its business is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of conducted, including, without limitation, all Environmental Laws and all applicable federal and state securities laws, (b) the provisions of its partnership agreement or corporate charter and other charter documents and by-laws, as applicable, (c) all material agreements and instruments to which it being agreed is a party or by which it or any of its properties may be bound (including the Real Estate Assets and the Leases) and (d) all applicable decrees, orders, and judgments, unless such non- compliance does not relate to BPLP or the Guarantor and constitutes a Non- Material Breach. If at any time while any Loan or Revolving Credit Note or Letter of Credit is outstanding or the Banks have any obligation to make Loans or issue Letters of Credit hereunder, any Permit shall become necessary or required in order that prior the Borrower may fulfill any of its obligations hereunder, the Borrower and the Guarantor and their respective Subsidiaries will immediately take or cause to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with be taken all reasonable (under steps within the circumstances) advance notice power of the disclosureBorrower or the Guarantor, as applicable, to obtain such Permit and if Seller does not consent to furnish the disclosure, Purchaser may make the disclosure only after providing Seller Agent with an opinion of counsel explaining the basis for the disclosure and the legal requirements thereforevidence thereof.

Inspection of Properties and Books. (a) Seller shallSo long as you, at reasonable times acceptable your ---------------------------------- nominee or any other institutional investor shall be obligated to both partiespurchase or shall hold any Note, assist any individual your or individuals designated by Purchaser with reasonable such other institutional Noteholder's representative or representatives may, upon two Business Days' prior notice to Holdings or the Company, as the case may be, visit and inspect any of the properties of Holdings or the Company and its Subsidiaries, as the case may be, including their respective books of account, records, reports and other papers, and make copies and extracts therefrom, all at such reasonable times and as often as may be reasonably requested, provided that, during the continuance of -------- any Default or Event of Default, (i) all reasonable travel, lodging costs and - related expenses relating to one such visit or inspect any property of Seller with respect to inspection per fiscal quarter shall be borne by the Business, including books of accounts and records with respect to the Business, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller with its officersCompany, and (ii) any such visit or inspection shall use its best efforts in -- any event be deemed to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such personshave been reasonably requested. (b) In Each of Holdings and the event Company shall make available to each Noteholder's representative or representatives during any visit to which SECTION 5(A) applies such of its officers, employees and independent public accountants as are requested by such representative or representatives (provided that, so -------- long as no Default or Event of Default shall have occurred and be continuing, neither Holdings nor the Closing is not consummated, all Evaluation Material Company shall be returned required to Seller within ten days make available its independent public accountants more than once each fiscal year) to discuss any aspect of its or its Subsidiaries' affairs, finances, accounts, or condition (and each of Holdings and the Company hereby authorizes and directs each such officer, employee, and independent public accountant to engage in such discussions) and shall supply such services, including copying, which such representative or representatives reasonably request in connection with its or their inspection. Notwithstanding anything to the contrary contained herein, neither Holdings nor the Company shall charge any Noteholder for any costs incurred (including salary and other overhead expenses and any costs of copying) in making available such persons or providing such services. (c) So long as you shall hold any Note and shall also be a request thereforLimited Partner, Holdings and the Company shall provide you with such information regarding the understanding that Purchaser shall retain no copies Partnership or the business and affairs of the Evaluation Material Partnership as you shall reasonably request, and shall not disclose cause the General Partner to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally make available to you or your representative or representatives, for inspection and copying by you or such representative or representatives, the public other than as a result books of disclosure account and records maintained by Purchaser, (ii) information included the General Partner in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice respect of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements thereforPartnership.

Inspection of Properties and Books. Protection of Seller’s Proprietary Information; Buyers’ Due Diligence of Seller. (a) The Seller shallagrees to permit the Agent and the Buyers, at reasonable times acceptable subject to both partiesthe provisions of Section 24.6, assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property of Seller perform continuing loan level due diligence reviews with respect to the BusinessPurchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made in this Agreement or otherwise, and the Seller agrees that upon three (3) Business Days prior notice to the Seller, the Agent or their authorized representatives will be permitted timely and reasonable access to examine, inspect, and make copies and extracts of the related mortgage loan files and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of the Seller, any Servicer or the Custodian. The Seller also shall make available to the Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the mortgage loan files and the Purchased Loans. Without limiting the generality of the foregoing, the Seller acknowledges that the Buyers may purchase Eligible Loans from the Seller based solely upon the information provided by the Seller to the Agent in the Mortgage Loan Transmission File and the representations, warranties and covenants contained in this Agreement, and that the Agent and the Buyers, at their option, have the right at any time upon three (3) Business Days prior notice to the Seller to conduct a partial or complete due diligence review on some or all of the Purchased Loans prior to or following their purchase in a Transaction, including ordering new credit reports and new appraisals on any property securing any Purchased Loan and otherwise re-generating the information used to originate such Purchased Loan. Notwithstanding any provision to the contrary herein regarding three (3) Business Days prior notice to the Seller, if an Event of Default shall have occurred and be continuing, then the Agent, upon notice to the Seller, shall have the right to immediate access and review of the Seller and the loan information contemplated in this Section 16.7(a), provided that to the extent that the Seller does not have possession of such loan information, the Seller shall cause the applicable Servicer or subservicer to provide the Agent and the Buyers with access and review of such loan information within a reasonable period of time, but not to exceed any prior notification time provided under the related Servicing Agreement with such Servicer or subservicer. The Agent may conduct the due diligence review of such Purchased Loans itself or engage a third party underwriter selected by the Agent to perform such review. The Seller agrees to, and to cause any relevant Servicer and its subservicer to, reasonably cooperate with the Agent and any third party underwriter in connection with such due diligence review, including providing the Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of the Seller, such Servicer and such subservicer. The Seller agrees to pay all reasonable out-of-pocket costs and expenses of the Agent in connection with up to two (2) inspections, visits and reviews under this Section 16.7(a) per calendar year, unless a Default or Event of Default has occurred and is continuing, in which case all such costs and expenses of the Agent and any Buyer incurred in the exercise of their rights pursuant to this Section 16.7(a) shall be paid by the Seller. Such visits shall be coordinated by the Agent. 72 Bodman_16842095_7 (b) The Seller agrees to permit authorized representatives of the Agent and each Buyer to discuss onsite the business, operations, assets and financial condition of the Seller and its Subsidiaries with their respective officers, employees and independent accountants and to examine their books of accounts account and records with respect make copies or extracts of them, all at such reasonable times, and upon three (3) Business Days prior notice (or, if an Event of Default shall have occurred and be continuing, immediately following notice to the BusinessSeller) as the Agent or any Buyer may request, for any or all of the purposes of ordinary diligence, performing the Buyers’ duties (and any of the Seller’s duties that the Seller has not performed) and enforcing the Buyers’ and the Agent’s rights under this Agreement. The Agent or the Buyer acting will notify the Seller before contacting the Seller’s accountants and the Seller may have its representatives in attendance at any meetings between the officers or other representatives of the Agent or any Buyer and such accountants held in accordance with this authorization. The Agent and each Buyer agrees that it will prevent disclosure by itself or its authorized representatives to make extracts or copies third parties of any proprietary information it has received pursuant to this Agreement and will maintain the confidential nature of such books and records and to discuss the affairs, finances and accounts of Seller with its officers, and shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially, and material; provided that this restriction shall not disclose apply to information that (i) at the time in question has already entered the public domain, (ii) is required to be disclosed by any Evaluation Material Legal Requirement (including pursuant to any examination, inspection or investigation by any Governmental Authority having regulatory jurisdiction over any Buyer or the Agent), (iii) that is furnished by the Agent or any information Buyer to purchasers or prospective purchasers of participations or interests in the Purchased Loans so long as such purchasers and prospective purchasers have agreed to be subject to restrictions substantially identical to those contained therein in this sentence, (iv) the disclosure of which the Agent and the Buyers deem necessary to market or sell Purchased Mortgage Loans or to enforce or exercise their rights under any partyRepurchase Document as long as any recipients have agreed to be subject to restrictions substantially similar to those in this sentence, except as otherwise set forth herein; provided, however, that Purchaser or (v) is authorized to disclose the Evaluation Material disclosed by any Buyer to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directorsattorneys, employees, agents or representatives and auditors during the performance of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b) In the event the Closing is not consummatedtheir respective duties, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available subject to the public other than as a result of disclosure by Purchaser, (ii) information included restrictions set forth in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements thereforsentence. 16.

Inspection of Properties and Books. (a) Seller shallEach of the Borrower and Holdings agrees that you or any Qualified Holder who agrees to abide by the confidentiality requirement set forth below in this Section may, at so long as you or such Qualified Holder owns any Notes, after giving reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice to Holdings and the Borrower, visit at your or inspect its own expense the offices and Properties of Holdings, the Borrower or any property of Seller with respect to the Businesstheir Subsidiaries, including books of accounts and records with respect to the Business, to may examine and make extracts or copies of such the relevant books and records records, and to discuss the affairs, finances and accounts of Seller such companies with their officers and public accountants (and by this provision the Borrower and each Subsidiary hereby authorizes said accountants to discuss with you or such Qualified Holder its officersaffairs, finances and accounts) all at reasonable times during normal business hours as often as you or it may reasonably desire. At any time when a Default or an Event of Default shall have occurred and be continuing, the Borrower shall be required to pay or reimburse you or any such Qualified Holder for expenses which you or such Qualified Holder may reasonably incur in connection with any such visitation or inspection. You and any other Qualified Holder shall use its best efforts to obtain access such information only for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentiallyyour own purposes, shall keep it confidential and shall not disclose it to any Evaluation Material third person (other than a Purchaser Affiliate or an affiliate of a Qualified Holder or accountants engaged by you or such Qualified Holder), except for disclosures to: (i) such Qualified Holders or Purchaser Affiliates directors, trustees, partners, officers, employees, agents and professional consultants, (ii) any other Noteholder, (iii) any Person to which such Qualified Holder offers to sell such Note or any information contained therein part thereof, (iv) any Person to which such Qualified Holder sells or offers to sell a participation in all or any part of such Note, (v) any Person from which such Qualified Holder offers to purchase any security of the Borrower, (vi) any federal, state or Canadian provincial regulatory authority having jurisdiction over such Qualified Holder, (vii) the National Association of Insurance Commissioners or any similar organization, (viii) any nationally recognized financial rating service that is rating or reviewing the rating of the Notes or (ix) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to such Qualified Holder, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which such Qualified Holder is a party, except as otherwise set forth hereinor (d) to protect such Qualified Holders investment in the Notes; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankersthat, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b1) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose prior to any other party the Evaluation Material or disclosure of any such information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, (ii) information included any Person described in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser (iv) or (v) above, such Person agrees to keep any non-public information so delivered to it confidential or (2) if you (or such Qualified Holder) are required to disclose any such information in connection with judicial or governmental proceedings, you (or such Qualified Holder) shall first provide Seller the Borrower and Holdings with reasonable (under the circumstances) advance prompt prior notice of such requirement. Any bona fide transferee of any Note (or any participant in your interest in the disclosureNotes), and if Seller does not consent by its acceptance thereof, shall be bound by the provisions of this Section 9 to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements thereforsame extent as you are bound.

Inspection of Properties and Books. (a) Seller Seller, NCR and Medix shall, at reasonable times acceptable to both parties, assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property of Seller Seller, NCR or Medix with respect to the Business, including books of accounts and records with respect to the Business, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller with its officers, and shall use its best efforts to obtain access for Purchaser to accountants' work papers. Purchaser agrees to treat all such material (the "Evaluation Material") confidentially, and shall not disclose any Evaluation Material or any information contained therein to any party, except as otherwise set forth herein; provided, provided however, that Purchaser is authorized to disclose the Evaluation Material to its investment bankers, financial advisors and legal counsel. Purchaser shall instruct its investment bankers, financial advisors, legal counsel, officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for insuring that the Evaluation Material is kept confidential by such persons. (b) In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller within ten days of a request thereforthereof, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller Seller, or (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws, it being agreed that prior to making any disclosure pursuant to this clause (iii), Purchaser shall first provide Seller with reasonable (under the circumstances) advance notice of the disclosure, and if Seller does not consent to the disclosure, Purchaser may make the disclosure only after providing Seller with an opinion of counsel explaining the basis for the disclosure and the legal requirements therefor.