Common use of Periodic Due Diligence Review Clause in Contracts

Periodic Due Diligence Review. Borrower acknowledges that Agent has the right to perform continuing Due Diligence Reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower agrees that, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrower, Agent or its authorized representatives will be permitted during customary business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower and/or the Custodian. Borrower also shall make available to Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower acknowledges that Agent may consummate the Loans and make Revolving Loan Advances to Borrower based solely upon the information provided by Borrower to Agent in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that Agent, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower agrees to cooperate with Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Borrower. All costs and expenses incurred by Agent or Lender in connection with any Due Diligence Review pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower.

Periodic Due Diligence Review. Borrower acknowledges The Borrowers acknowledge that Agent the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay's) prior notice to such Borrower, Agent the Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession possession, or under the control control, of such Borrower and/or the Custodian. Borrower The Borrowers also shall make available to Agent the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the each Borrower acknowledges that Agent may consummate the Loans and Lender shall make Revolving Loan Advances to Borrower the Borrowers based solely upon the information provided by Borrower the Borrowers to Agent the Lender in the Mortgage Loan Data File Transmission and the representations, warranties and covenants contained herein, and that Agentthe Lender, at its option, has the right right, at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanAdvance, including including, without limitation limitation, ordering new credit reports and reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of such Borrower. All In addition, the Lender has the right to perform continuing Due Diligence Reviews of each Borrower and its Affiliates, directors, officers, employees and significant shareholders. The Borrowers and Lender further agree that all out-of-pocket costs and expenses incurred by Agent or the Lender in connection with any Due Diligence Review the Lender's activities pursuant to this Section 12.15 10.16 shall be borne paid for as agreed by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrowerparties.

Periodic Due Diligence Review. Borrower acknowledges that Agent Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansCollateral, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or determining and re-determining the Borrowing Base under Section 2.04(a) hereof, or otherwise, and Borrower agrees that, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrower, Agent or its authorized representatives will be permitted during customary business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower and/or the Custodian. Borrower also shall make available to Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower acknowledges that Agent may consummate the Loans and make Revolving Loan Advances to Borrower based solely upon the information provided by Borrower to Agent in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that AgentLender, at its option, has the right at any time to conduct a partial or complete due diligence review on some any or all of the Mortgage Loans Collateral securing such Loanthe Loans, including including, without limitation limitation, ordering new credit reports and new appraisals Appraisals on the related Mortgaged Properties applicable Collateral and otherwise re-generating regenerating the information used to originate such Mortgage LoanEligible Collateral. Agent may underwrite Upon reasonable (but no less than one (1) Business Day) prior notice to Borrower, Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Collateral Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans itself Collateral in the possession or engage under the control of Borrower and/or Custodian. Borrower also shall make available to Lender a mutually agreed upon third party underwriter to perform such underwritingknowledgeable financial or accounting officer for the purpose of answering questions respecting the Collateral Files and the Collateral. Borrower agrees to cooperate with Agent Lender and any third party underwriter designated by Lender in connection with such underwriting, including, but not limited to, providing Agent Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Collateral in the possession, or under the control, of Borrower. All Borrower further agrees that Borrower shall reimburse Lender for any and all out-of-pocket costs and expenses incurred by Agent or Lender in connection with any Due Diligence Review Lender's activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower11.15.

Periodic Due Diligence Review. Borrower Each Seller Party and Guarantor acknowledges that Administrative Agent has and Buyers have the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansSeller Parties and Guarantors, the Purchased Assets and Contributed Assets, for purposes of verifying compliance with the representations, warranties warranties, and specifications made hereunder, for the purpose of performing quality control review of the Purchased Assets and Contributed Assets or otherwise, and Borrower each Seller Party agrees thatthat upon reasonable (but no less than two (2) Business Day’s) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrowerany Seller Party, Agent Administrative Agent, Buyers or its their authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Asset Files and any and all documents, data, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets and Contributed Assets (including, without limitation, quality control review) in the possession or under the control of Borrower a Seller Party, a Servicer, the Guarantor and/or the Custodian. Borrower Each Seller Party also shall make available to Administrative Agent and Buyers a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files Asset Files, the Purchased Assets and the Mortgage LoansContributed Assets. Without limiting the generality of the foregoing, Borrower each Seller Party acknowledges that Administrative Agent and Buyers may consummate the Loans purchase Purchased Assets and make Revolving Loan Advances to Borrower Contributed Assets from a Seller Party based solely upon the information provided by Borrower such Seller Party to Administrative Agent and Buyers in the Mortgage Loan Data File Asset Schedule and the representations, warranties and covenants contained herein, and that AgentAdministrative Agent or Buyers, at its their option, has have the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets and Contributed Assets purchased in a Transaction, including including, without limitation limitation, ordering BPOs, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanPurchased Assets and Contributed Assets. Administrative Agent or Buyers may underwrite such Mortgage Loans Purchased Assets and Contributed Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Each Seller Party agrees to cooperate with Agent Administrative Agent, Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Administrative Agent, Buyers and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets and Contributed Assets in the possession, or under the control, of BorrowerSeller Parties. All Each Seller Party further agrees that Seller Parties shall pay all costs and expenses incurred by Administrative Agent or Lender and Buyers in connection with any Due Diligence Review Administrative Agent’s and Buyers’ activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower34.

Periodic Due Diligence Review. The Borrower acknowledges that the Agent and the Security Trustee has the right to perform continuing due diligence reviews (a "Due Diligence Reviews Review") with respect to the Mortgage LoansCollateral and the manner in which they were originated, for the purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five (5) Business Days) prior notice to Borrowerthe Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case no notice shall be required), the Agent and the Security Trustee or its authorized authorised representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Collateral Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Collateral in the possession or under the control of the Borrower and/or the Custodian. The Borrower also shall make available to the Agent and the Security Trustee a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Collateral Files and the Mortgage LoansCollateral. Without limiting the generality of the foregoing, the Borrower acknowledges that Agent the Lenders may consummate make the Loans and make Revolving Loan Advances to the Borrower based solely upon the information provided by the Borrower to the Agent in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that the Agent, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans Collateral Files securing such Loanthe Secured Obligations, including without limitation ordering new credit reports and new appraisals Appraisals from a valuer and in a form each reasonably acceptable to the Borrower on the related Mortgaged Encumbered Properties and otherwise re-generating the information used to originate such Mortgage LoanEligible Collateral. The Agent may underwrite such Mortgage Loans the Eligible Collateral itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Borrower agrees to cooperate with the Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans the Eligible Collateral in the possession, or under the control, of the Borrower. All The Borrower further agrees that the Borrower shall reimburse the Agent and the Security Trustee for any and all out-of-pocket costs and expenses incurred by the Agent or Lender and the Security Trustee in connection with the their respective activities pursuant to this Clause 33.2. Provided that the Borrower shall not reimburse the Agent in respect of any Due Diligence Review pursuant to this Section 12.15 shall be borne carried out in respect of the origination of any item of Collateral, sourced or provided by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower.MS & Co.

Periodic Due Diligence Review. Borrower acknowledges that Agent has the right to Buyer may perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansPurchased Assets, Seller and Affiliates of Seller, including ordering new third-party reports, for purposes of of, among other things, verifying compliance with the representations, warranties warranties, covenants, agreements, duties, obligations and specifications made hereunder, under the Repurchase Documents or otherwise, and Borrower agrees that. Upon reasonable prior notice to Seller, unless a Default has occurred (or Event of Default exists, in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrower, Agent Buyer or its authorized representatives will be permitted may during customary normal business hours to inspect any properties and examine, inspect, inspect and make copies of the books and extracts ofrecords of Seller and Affiliates of Seller, the Mortgage Files Loan Documents and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower and/or the CustodianServicing Files. Borrower also Seller shall make available to Agent a Buyer one or more knowledgeable financial or accounting officer officers and representatives of the independent certified public accountants of Seller and its Affiliates for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of Buyer concerning any of the foregoing. Seller shall cause Servicer to cooperate with Buyer by permitting Buyer to conduct due diligence reviews of the Servicing Files. Seller shall pay all costs and expenses (including legal fees and expenses) incurred by Buyer in connection with Buyer’s activities pursuant to this Section 18.19, Borrower acknowledges that Agent subject to Section 13.02. Buyer may consummate the Loans and make Revolving Loan Advances to Borrower purchase Purchased Assets from Seller based solely upon on the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Underwriting Package and the representations, warranties warranties, duties, obligations and covenants contained herein, and that Agent, at its option, has the right Buyer may at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets, including without limitation ordering new credit reports and new appraisals Appraisals on the related Underlying Mortgaged Properties and otherwise re-generating the information used to originate and underwrite such Mortgage LoanPurchased Assets. Agent Buyer may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third acceptable third-party underwriter to perform such underwriting. Borrower agrees to cooperate with Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Borrower. All costs and expenses incurred by Agent or Lender in connection with any Due Diligence Review pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrowerdo so.

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Purchased Assets (including without limitation, any Mortgage LoansLoan Seller has requested Buyer purchase hereunder), for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower Seller agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five (5) Business Days) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to BorrowerSeller, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower Seller and/or the Custodian. Borrower Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Seller Asset Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All Buyer shall pay all out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If 26 (“Due Diligence Costs”); provided that, (i) in the event that a Default or an Event of Default existsshall have occurred or (ii) in the event that Buyer shall determine the need to confirm compliance with local, state or federal laws concerning the regulation of predatory lending practices, Seller shall reimburse Buyer for all such Due Diligence Costs for any and all reasonable out-of-pocket costs and expenses shall be borne incurred by BorrowerBuyer in connection with Buyer’s activities pursuant to this Section 26.

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower Seller agrees thatthat upon reasonable (but no less than one (1) Business Day's) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSeller, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower Seller and/or the Custodian. Borrower Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Seller Asset Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All Buyer shall pay all out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer's activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If 26 ("Due Diligence Costs"); provided that,(i) in the event that a Default or an Event of Default existsshall have occurred or (ii) in the event that Buyer shall determine the need to confirm compliance with local, state or federal laws concerning the regulation of predatory lending practices, Seller shall reimburse Buyer for all such Due Diligence Costs for any and all reasonable out-of-pocket costs and expenses shall be borne incurred by BorrowerBuyer in connection with Buyer's activities pursuant to this Section 26.

Periodic Due Diligence Review. Borrower acknowledges that Agent Lender has the right to perform continuing Due Diligence Reviews one or more due diligence reviews with respect to the Mortgage LoansAsset, which review shall not be performed more than once in any 12-month period unless an Event of Default shall be continuing or such review is necessitated by reason of specific facts or circumstances, for purposes of verifying eligibility and compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five (5) Business Days’) prior notice to BorrowerBorrower (or, Agent during the continuance of an Event of Default, not less than one (1) Business Day’s prior notice), Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Asset Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans the Asset in the possession or under the control of Borrower and/or the Custodianat their respective normal locations. Borrower also shall make available to Agent Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Mortgage LoansAsset. Without limiting the generality of the foregoingIn those circumstances, Borrower acknowledges that Agent may consummate the Loans and make Revolving Loan Advances to Borrower based solely upon the information provided by Borrower to Agent in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that AgentLender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanAsset, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties Property and otherwise re-generating the information used to originate such Mortgage LoanAsset. Agent may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Except as provided herein, Borrower further agrees to cooperate with Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent and any third party underwriter with access to any and that Borrower shall reimburse Lender for all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Borrower. All reasonable out-of-pocket costs and expenses incurred by Agent or Lender in connection with any Due Diligence Review Lender’s activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or 11.16 performed during the continuance of an Event of Default existsor if such activities are necessitated by reason of specific facts or circumstances, for purposes of verifying compliance with the representations, warranties and specifications made hereunder (but in all other instances, such costs and expenses inspections shall be borne by Borrowerat Lender’s sole cost and expense). Lender agrees it shall use best efforts not to disrupt the normal course of business of Borrower while exercising its rights under this Section 11.16.

Periodic Due Diligence Review. Borrower acknowledges that Agent has the right to Buyer may perform continuing Due Diligence Reviews due diligence reviews with respect to any or all of the Mortgage LoansPurchased Assets, each Seller, Guarantor, Interim Servicer and Manager, including ordering new third party reports, for purposes of of, among other things, verifying compliance with the representations, warranties warranties, covenants, agreements, duties, obligations and specifications made hereunder, under the Repurchase Documents or otherwise, and Borrower agrees that. Upon reasonable prior notice to the applicable Seller, unless a Default has occurred (or Event of Default exists, in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrower, Agent Buyer or its authorized representatives will be permitted may during customary normal business hours to inspect any properties and examine, inspect, inspect and make copies of the books and extracts ofrecords of such Seller, Guarantor, Interim Servicer and Manager, the Mortgage Files Purchased Asset Documents and any and all documentsthe Servicing Files, records, agreements, instruments or information relating except that such rights shall not apply with respect to such Mortgage Loans in assets other than the possession or under the control of Borrower and/or the CustodianPurchased Assets. Borrower also Each Seller shall make available to Agent a Buyer one or more knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loansofficers. Without limiting the generality Each Seller shall cause Interim Servicer to cooperate with Buyer by permitting Buyer to conduct due diligence reviews of the foregoing, Borrower acknowledges that Agent Servicing Files. Buyer may consummate the Loans and make Revolving Loan Advances to Borrower purchase Purchased Assets from a Seller based solely upon on the information provided by Borrower such Seller to Agent Buyer in the Mortgage Loan Data File Underwriting Package and the representations, warranties warranties, duties, obligations and covenants contained herein, and that Agent, at its option, has the right Buyer may at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets, including without limitation ordering new credit reports and new appraisals Appraisals on the related underlying Mortgaged Properties and otherwise re-generating the information used to originate and underwrite such Mortgage LoanPurchased Assets. Agent Buyer may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third acceptable third-party underwriter to perform such underwritingdo so. Borrower agrees to cooperate with Agent and any third Each Seller shall reimburse Buyer for all actual, out-of-pocket, third-party underwriter in connection with such underwriting, including, but not limited to, providing Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Borrower. All costs and expenses incurred by Agent or Lender in connection with any Due Diligence Review pursuant to the activities described in this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or 18.20, subject to an Event annual, calendar year dollar cap of Default exists, all such costs and expenses shall be borne by Borrower$30,000.

Periodic Due Diligence Review. Borrower acknowledges that Agent has the right to Buyer may perform continuing Due Diligence Reviews due diligence reviews with respect to any or all of the Mortgage LoansPurchased Assets, Seller, Pledgor, Originator and Guarantor, including ordering new third party reports, for purposes of of, among other things, verifying compliance with the representations, warranties warranties, covenants, agreements, duties, obligations and specifications made hereunder, under the Repurchase Documents or otherwise, and Borrower agrees that. Upon reasonable prior notice to Seller, unless a Default or Event of Default has occurred (and is continuing, in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrower, Agent Buyer or its authorized representatives will be permitted may during customary normal business hours to inspect any properties and examine, inspect, inspect and make copies of the books and extracts ofrecords of Seller, Pledgor, Originator and Guarantor, the Mortgage Files Purchased Asset Documents and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower and/or the CustodianServicing Files. Borrower also Seller shall make available to Agent a Buyer one or more knowledgeable financial or accounting officer officers and representatives of the independent certified public accountants of Seller for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of Buyer concerning any of the foregoing. Seller shall cause Servicer to cooperate with Buyer by permitting Buyer to conduct due diligence reviews of the Servicing Files; provided, Borrower acknowledges however, that Agent unless a Default or Event of Default has occurred and is continuing, such right of inspection shall be limited to two (2) inspections per calendar year. Buyer may consummate the Loans and make Revolving Loan Advances to Borrower purchase Purchased Assets from Seller based solely upon on the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Underwriting Package and the representations, warranties warranties, duties, obligations and covenants contained herein, and that Agent, at its option, has the right Buyer may at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets, including without limitation ordering new credit reports and new appraisals Appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate and underwrite such Mortgage LoanPurchased Assets. Agent Buyer may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third acceptable third-party underwriter to perform such underwriting. Borrower agrees to cooperate with Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Borrower. All costs and expenses incurred by Agent or Lender in connection with any Due Diligence Review pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrowerdo so.

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and Borrower Seller agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay’s) prior notice to BorrowerSeller (provided that upon the occurrence of a Default or an Event of Default, Agent no such prior notice shall be required), Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession possession, or under the control control, of Borrower Seller and/or the Custodian. Borrower Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent may consummate the Buyer shall purchase Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right right, at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Loans, including including, without limitation limitation, ordering new credit reports and reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All In addition, Buyer has the right to perform continuing Due Diligence Reviews (including, without limitation, operational, legal, corporate and background due diligence) of Seller and its Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 44 shall be borne paid by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by BorrowerSeller.

Periodic Due Diligence Review. (a) The Borrower acknowledges that the Agent has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage MF/Borrower Related Parties and the Medallion Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay’s) prior notice to Borrowerthe Borrower (which prior notice shall not be required after the occurrence and during the continuation of a Default), the Agent or its authorized representatives (including independent audit and consulting firm specializing in securitization transactions) will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Medallion Loan Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Medallion Loans in the possession or under the control of the Borrower, any other MF/Borrower Related Party and/or the Custodian. The Borrower also shall make make, and cause each other MF/Borrower Related Party to make, available to the Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and Medallion Loan Files, the Mortgage Medallion Loans, the Borrowing Base or other related matters. Without limiting the generality of the foregoing, the Borrower acknowledges that Agent the Lender may consummate the Loans and make Revolving Loan Advances to the Borrower based solely upon the information provided by the Borrower to the Agent in and the Mortgage Loan Data File Lender and the representations, warranties and covenants contained herein, and that the Agent, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Medallion Loans securing such LoanAdvance, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanMedallion Loans. The Agent may underwrite such Mortgage Medallion Loans itself or engage a mutually agreed upon third party underwriter (including independent audit and consulting firm specializing in securitization transactions) to perform such underwriting, provided that such third party underwriter shall agree in writing with the Borrower to maintain the confidentiality of the information reviewed and only to use such information in connection with its engagement by the Agent, on behalf of the Secured Parties, in connection with this Agreement. The Borrower agrees to cooperate with the Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Medallion Loans in the possession, or under the control, of the Borrower. All The Borrower shall reimburse the Agent for all fees and related out-of-pocket costs and expenses incurred by the Agent or Lender in connection with the Agent’s activities pursuant to this Section 10.15 and Section 9.09 of the Servicing Agreement; provided, however, that, (i) the Borrower shall not be required to reimburse the Agent for more than two (on an aggregate basis with any audits engaged in under any other Loan Document) independent audits for any calendar year so long as (x) no Event of Default shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Agent and (ii) so long as no Event of Default shall have occurred and be continuing, the Borrower shall not be required to reimburse the Agent for the fees of the independent audit and consulting firm specializing in securitization transactions engaged in connection with any Due Diligence Review pursuant such audit to this Section 12.15 shall be borne the extent that such fees exceed $25,000 in any calendar year (on an aggregate basis with any audits engaged in under any other Loan Document); provided, further, that the $25,000 limit described in the foregoing clause (ii) is not applicable unless (X) the Medallion Loan Files and any and all documents, records, agreements, instruments or information required to complete the audit, are contained in one location; (Y) the Borrower fully cooperates with the independent audit and consulting firm specializing in securitization transactions performing any applicable audit contemplated hereunder; and (Z) no material findings are uncovered by or on behalf of the Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrowerrequiring additional audit work.

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to Seller and the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower Seller agrees thatthat upon reasonable (but no less than one (1) Business Day’s) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSeller, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower Seller and/or the Custodian. Borrower Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Asset Data File Record and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including including, without limitation limitation, ordering Broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter underwriter, approved by Buyer in its sole discretion, to perform such underwriting. Borrower Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All Seller further agrees that Seller shall pay all out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 35 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall be borne by Agent or Lender so long as no Default exists. If not exceed the Due Diligence Cap per calendar year unless a Default or an Event of Default existsshall have occurred, all such costs and expenses in which event Buyer shall be borne by Borrowerhave the right to perform due diligence, at the sole expense of Seller without regard to the dollar limitation set forth herein.

Periodic Due Diligence Review. Borrower Each Buyer and/or a third-party contractor will periodically (i) perform due diligence of each Seller’s and NCFC’s origination and underwriting standards and facilities, (ii) perform due diligence of the Servicer’s facilities and servicing procedures, (iii) underwrite a portion of the Mortgage Loans on a sample basis and (iv) perform any other due diligence such Buyer may deem necessary, in its sole discretion exercised in good faith. Each Buyer shall provide notice to the related Seller of the identity of the applicable third-party contractor prior to the performance of any due diligence by such third-party contractor. Each Seller will reimburse each Buyer for all costs (including out of pocket costs and expenses) associated with up to two (2) such reviews per annum (not to exceed $50,000 per annum), provided however, that, upon the occurrence and continuation of any Event of Default, such limitation will not apply and the Sellers shall reimburse each Buyer for all costs associated with all due diligence reviews performed at the reasonable discretion of such Buyer. Each Seller acknowledges that Agent each Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansPurchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower each Seller agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five (5) Business Days) prior notice to Borrowersuch Seller, Agent each Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Asset Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets in the possession or under the Seller’s control and/or the control of Borrower and/or the Servicer or the Custodian. Borrower Each Seller also shall make available to Agent each Buyer and its authorized representations a knowledgeable financial financial, credit or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Mortgage LoansPurchased Assets. Without limiting the generality of the foregoing, Borrower each Seller acknowledges that Agent each Buyer may consummate the Loans and make Revolving Loan Advances to Borrower enter into Transactions with such Seller based solely upon the information provided by Borrower such Seller to Agent such Buyer in the a Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that Agenteach Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing Purchased Assets subject to such LoanTransaction, including without limitation limitation, but subject to the requirements of applicable law, ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanPurchased Assets. Agent Each Buyer may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third third-party underwriter to perform such underwriting. Borrower Each Seller agrees to cooperate with Agent each Buyer and any third third-party underwriter in connection with such underwriting, including, but not limited to, providing Agent such Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets in the such Seller’s possession, or under the such Seller’s control, provided that, to the extent in form and substance reasonably acceptable to each Buyer, Sellers may provide any of Borrower. All costs and expenses incurred by Agent or Lender the above referenced information in connection with any Due Diligence Review pursuant electronic format to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by BorrowerBuyer.

Periodic Due Diligence Review. Borrower Seller acknowledges that Administrative Agent has and Buyers have the right to perform continuing Due Diligence Reviews due diligence reviews with respect to each Seller Party and the Mortgage LoansPurchased Assets and Contributed REO Properties, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, for the purpose of performing quality control review of the Purchased Assets and Contributed REO Properties or otherwise, and Borrower Seller agrees thatthat upon reasonable (but no less than three (3) Business Days’) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSeller, Agent Administrative Agent, Buyers or its their authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Asset Files and any and all documents, data, records, agreements, instruments or information relating to such Mortgage Loans Repurchase Assets (including, without limitation, quality control review) in the possession or under the control of Borrower Seller Parties and/or the Custodian. Borrower Seller also shall make available to Administrative Agent and Buyers a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Mortgage LoansRepurchase Assets. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Administrative Agent and Buyers may consummate purchase Purchased Assets and the Contributed REO Properties or enter into Transactions with respect to Transaction Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Administrative Agent and Buyers in the Mortgage Loan Data File Asset Schedule and the representations, warranties and covenants contained herein, and that AgentAdministrative Agent or Buyers, at its their option, has have the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets, including Contributed REO Properties and Repurchase Assets purchased in a Transaction, including, without limitation limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating re‑generating the information used to originate such Transaction Mortgage Loan. Administrative Agent or Buyers may underwrite such Mortgage Loans Purchased Assets and Contributed REO Properties itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate with Agent Administrative Agent, Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Administrative Agent, Buyers and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Asset and Contributed REO Properties in the possession, or under the control, of BorrowerSeller. All Seller further agrees that Seller shall pay all out‑of‑pocket costs and expenses incurred by Administrative Agent or Lender and Buyers in connection with any Due Diligence Review Administrative Agent’s and Buyers’ activities pursuant to this Section 12.15 34; provided that Administrative Agent shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event notify Seller of Default exists, all such costs and any due diligence expenses shall be borne by Borrowerin excess of $25,000 per annum.

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansTransaction Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower Seller agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay’s) prior notice to BorrowerSeller, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Asset Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Transaction Asset in the possession or under the control of Borrower Seller and/or the Custodian. Borrower Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Mortgage LoansTransaction Assets, and shall provide Buyer with operating statements and occupancy reports (to the extent they are available after the exercise of commercially reasonable efforts by Seller to obtain same) for each Underlying Property relating to a Transaction Asset, as well as such other property-level information as Buyer may request. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the Loans and make Revolving Loan Advances to Borrower enter into transactions with Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Transaction Asset Tape and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanTransaction Assets, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Underlying Properties relating to any Transaction Assets and otherwise re-generating the information used to originate such Mortgage LoanTransaction Assets. Agent Buyer may underwrite such Mortgage Loans Transaction Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Transaction Asset in the possession, or under the control, of BorrowerSeller. All Buyer shall pay all out-of-pocket costs and expenses (including fees and expenses of counsel, if any) incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower12.15.

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansTransaction Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower Seller agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay's) prior notice to BorrowerSeller, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Asset Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Transaction Asset in the possession or under the control of Borrower Seller and/or the Custodian. Borrower Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Mortgage LoansTransaction Assets, and shall provide Buyer with operating statements and occupancy reports (to the extent they are available after the exercise of commercially reasonable efforts by Seller to obtain same) for each Underlying Property relating to a Transaction Asset, as well as such other property-level information as Buyer may request. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the Loans and make Revolving Loan Advances to Borrower enter into transactions with Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Transaction Asset Tape and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanTransaction Assets, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Underlying Properties relating to the Transaction Assets and otherwise re-generating the information used to originate such Mortgage LoanTransaction Assets. Agent Buyer may underwrite such Mortgage Loans Transaction Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Transaction Asset in the possession, or under the control, of BorrowerSeller. All Buyer shall pay all out-of-pocket costs and expenses (including fees and expenses of counsel, if any) incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer's activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower13.15.

Periodic Due Diligence Review. Borrower Each Seller Party and each Guarantor acknowledges that Administrative Agent has and Buyers have the right to perform continuing Due Diligence Reviews due diligence reviews with respect to each Seller Party, each Guarantor, Underlying Repurchase Counterparty and the Purchased Assets, Mortgage LoansLoans and Contributed Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, for the purpose of performing quality control review of the Purchased Assets, Mortgage Loans and Contributed Assets or otherwise, and Borrower agrees thatupon reasonable (but no less than one (1) Business Day’s) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSellers, Agent each Seller agrees to permit or its shall cause Underlying Repurchase Counterparty to permit Administrative Agent, Buyers or their authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Asset Files and any and all documents, data, records, agreements, instruments or information relating to such Purchased Assets, Mortgage Loans and Contributed Assets (including, without limitation, quality control review) in the possession or under the control of Borrower Sellers, Guarantors, Underlying Repurchase Counterparty and/or the Custodian. Borrower Sellers also shall make available or cause Underlying Repurchase Counterparty to make available to Administrative Agent and Buyers a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Purchased Assets, Mortgage LoansLoans and Contributed Assets. Without limiting the generality of the foregoing, Borrower each Seller and each Guarantor acknowledges that Administrative Agent and Buyers may consummate the Loans and make Revolving Loan Advances purchase Purchased Assets or enter into Transactions with respect to Borrower Contributed Assets from such Seller based solely upon the information provided by Borrower such Seller to Administrative Agent and Buyers in the Mortgage Loan Data File Asset Schedule and the representations, warranties and covenants contained herein, and that AgentAdministrative Agent or Buyers, at its their option, has have the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets and Repurchase Assets purchased in a Transaction, including including, without limitation limitation, ordering BPOs, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Purchased Mortgage LoanLoan or Contributed Asset. Administrative Agent or Buyers may underwrite such Purchased Asset, Contributed Asset or Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Each Seller agrees to cooperate or cause Underlying Repurchase Counterparty to cooperate with Agent Administrative Agent, Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Administrative Agent, Buyers and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets, Contributed Assets or Mortgage Loans in the possession, or under the control, of Borrowersuch Seller. All Each Seller further agrees that Sellers shall pay all out-of-pocket costs and expenses incurred by Administrative Agent or Lender and Buyers in connection with any Due Diligence Review Administrative Agent’s and Buyers’ activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower36 (“Due Diligence Costs”).

Periodic Due Diligence Review. Borrower The Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansPurchased Assets and Seller, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and Borrower the Seller agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five three (53) Business Days’) prior notice to Borrowerthe Seller (provided that upon the occurrence of a Default or an Event of Default, Agent no such prior notice shall be required), Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets in the possession possession, or under the control control, of Borrower the Seller and/or the Custodian. Borrower Provided that no Event of Default has occurred and is continuing, Buyer agrees that it shall exercise commercially reasonable efforts, in the conduct of any such due diligence, to minimize any disruption to Seller’s normal course of business. The Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage LoansPurchased Assets. Without limiting the generality of the foregoing, Borrower the Seller acknowledges that Agent may consummate Buyer shall purchase Loans from the Loans and make Revolving Loan Advances to Borrower Seller based solely upon the information provided by Borrower the Seller to Agent Buyer in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right right, at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets, including including, without limitation limitation, ordering new broker’s price opinions, new credit reports and reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower The Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets in the possession, or under the control, of Borrowerthe Seller. All In addition, Buyer has the right to perform continuing Due Diligence Reviews of Purchased Assets for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise. The Seller and Buyer further agree that all out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 43 shall be borne paid by Agent or Lender so long as no Default exists. If a Default or the Seller subject to the limitations of Section 23(b) of this Agreement and that, unless an Event of Default existshas occurred and is continuing, all such costs and expenses Buyer shall be borne by Borrowerlimited to one (1) on-site visits in any calendar year.

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to Seller and the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower Seller agrees thatthat upon reasonable (but no less than one (1) Business Day’s) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSeller, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower Seller and/or the Custodian. Borrower Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including including, without limitation limitation, ordering Broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All Seller further agrees that Seller shall pay all out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 35 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall be borne by Agent or Lender so long as no Default exists. If not exceed the Due Diligence Cap per calendar year unless a Default or an Event of Default existsshall have occurred, all such costs and expenses in which event Buyer shall be borne by Borrowerhave the right to perform due diligence, at the sole expense of Seller without regard to the dollar limitation set forth herein.

Periodic Due Diligence Review. Borrower acknowledges that Agent has the right to Buyer may perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansPurchased Assets, Underlying Assets, any Seller and Affiliates of any Seller, including ordering new third party reports, for purposes of of, among other things, verifying compliance with the representations, warranties warranties, ordering BPOs at any time during the term of this Agreement, covenants, agreements, duties, obligations and specifications made hereunder, under the Repurchase Documents or otherwise, . As often as commercially reasonable in Buyer’s judgment and Borrower agrees thatupon reasonable prior notice to Sellers, unless a Default has occurred (or Event of Default exists, in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrower, Agent Buyer or its authorized representatives will be permitted may during customary normal business hours to inspect any properties and examine, inspect, inspect and make copies of the books and extracts ofrecords of any Seller and Affiliates of any Seller, the Mortgage Files Records and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower and/or the CustodianServicing Files. Borrower also Each Seller shall make available to Agent a Buyer one or more knowledgeable financial or accounting officer officers and representatives of the independent certified public accountants of such Seller for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of Buyer concerning any of the foregoing, Borrower acknowledges that Agent . Each Seller shall make commercially reasonable efforts to cause Servicer to cooperate with Buyer by permitting Buyer to conduct reasonable due diligence reviews of the related Servicing Files. Buyer may consummate the Loans and make Revolving Loan Advances to Borrower purchase Purchased Assets from any Seller or fund a Purchase Price Increase based solely upon on the information provided by Borrower such Seller to Agent Buyer in the Mortgage Loan Data File Underwriting Package and the representations, warranties warranties, duties, obligations and covenants contained herein, and that Agent, at its option, has the right Buyer may at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets or Underlying Assets, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating regenerating the information used to originate and underwrite such Mortgage LoanPurchased Assets or Underlying Assets. Agent Buyer may underwrite such Mortgage Loans Purchased Assets or Underlying Assets itself or engage a mutually agreed upon third acceptable third-party underwriter to perform such underwritingdo so. Borrower agrees to cooperate with Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent and any third party underwriter with access to any and Sellers shall be responsible for all documents, records, agreements, instruments or information relating to such Mortgage Loans in of the possession, or under the control, of Borrower. All due diligence costs and expenses incurred by Agent or Lender Buyer; provided, that any due diligence expenses greater than $15,000 in connection with the aggregate in any Due Diligence Review pursuant to this Section 12.15 twelve (12) month period shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default existssubject to Sellers’ prior approval, all such costs and expenses which approval shall not be borne by Borrowerunreasonably withheld.

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to Seller and the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower Seller agrees thatthat upon reasonable (but no less than one (1) Business Day’s) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSeller, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower Seller and/or the Custodian. Borrower Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including including, without limitation limitation, ordering Broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All Seller further agrees that Seller shall pay all out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 35 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall be borne by Agent or Lender so long as no Default exists. If not exceed the Due Diligence Cap per calendar year unless a Default or an Event of Default existsshall have occurred, all such costs in which event Buyer shall have the right to perform due diligence, at the sole expense of Seller without regard to the dollar limitation set forth herein. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and expenses shall be borne by Borrowerfiled separately with the Securities and Exchange Commission.

Periodic Due Diligence Review. Borrower acknowledges Sellers acknowledge that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to Sellers and the Mortgage LoansPurchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, for the purpose of performing quality control review of the Purchased Assets or otherwise, and Borrower agrees thatSellers agree that upon reasonable (but no less than ten (10) Business Days) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSellers, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Asset Files and any and all documents, data, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets (including, without limitation, quality control review) in the possession or under the control of Borrower Sellers, a Subservicer and/or the Custodian; provided that, unless an Event of Default has occurred and is continuing, such examination and inspections shall be limited to one occurrence per calendar year. Borrower Sellers also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Mortgage LoansPurchased Assets. Without limiting the generality of the foregoing, Borrower acknowledges Sellers acknowledge that Agent Buyer may consummate the Loans and make Revolving Loan Advances to Borrower purchase Purchased Assets from Sellers based solely upon the information provided by Borrower Sellers to Agent Buyer in the Mortgage Loan Data File Asset Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets purchased in a Transaction, including including, without limitation limitation, ordering Current Property Values, new credit reports and new appraisals appraisals, conducting lien searches on and conducting property inspections on the related Mortgaged Properties and otherwise re-generating the information used to originate determine the Asset Value of such Mortgage LoanPurchased Assets. Agent may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower agrees Sellers agree to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets in the possession, or under the control, of BorrowerSellers. All Sellers further agree that Sellers shall pay all reasonable and documented out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 34; provided, however, that Buyer shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such responsible for the costs and expenses shall be borne by Borrowerassociated with Buyer obtaining Current Property Values, new credit reports and new appraisals, and conducting property inspections, on the related Mortgaged Properties and otherwise re-generating the information used to determine the Asset Value of such Purchased Assets and Mortgage Loans outside the scope of this Agreement.

Periodic Due Diligence Review. The Borrower acknowledges that Agent the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay's) prior notice to the Borrower, Agent the Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession possession, or under the control control, of the Borrower and/or the Custodian. The Borrower also shall make available to Agent the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Borrower acknowledges that Agent may consummate the Loans and Lender shall make Revolving Loan Advances to the Borrower based solely upon the information provided by the Borrower to Agent the Lender in the Mortgage Loan Data File Transmission and the representations, warranties and covenants contained herein, and that Agentthe Lender, at its option, has the right right, at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanAdvance, including including, without limitation limitation, ordering new credit reports and reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Borrower agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Borrower. All In addition, the Lender has the right to perform continuing Due Diligence Reviews of the Borrower and its Affiliates, directors, officers, employees and significant shareholders. The Borrower and Lender further agree that all out-of-pocket costs and expenses incurred by Agent or the Lender in connection with any Due Diligence Review the Lender's activities pursuant to this Section 12.15 11.16 shall be borne paid by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by the Borrower.

Periodic Due Diligence Review. Borrower acknowledges Sellers acknowledge that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and Borrower agrees that, unless a Default has occurred (in which case no notice is required), Sellers agree that upon reasonable (but no less than five three (53) Business Days’) prior notice to BorrowerSellers (provided that upon the occurrence of a Default or an Event of Default, Agent no such prior notice shall be required), Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files Asset Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession possession, or under the control control, of Borrower Sellers and/or the Custodian. Borrower Sellers also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower acknowledges Sellers acknowledge that Agent may consummate the Buyer shall purchase Loans and make Revolving Loan Advances to Borrower Certificates from Sellers based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right right, at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanLoans, including including, without limitation limitation, ordering new credit reports and reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loanthe related Loans. Agent Buyer may underwrite such Mortgage the related Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower agrees Sellers agree to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage the applicable Loans in the possession, or under the control, of BorrowerSellers. All In addition, Buyer has the right to perform continuing Due Diligence Reviews (including, without limitation, operational, legal, corporate and background due diligence) of Sellers and Guarantor and their directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. Sellers and Buyer further agree that all reasonable and documented out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 43 shall be borne paid by Agent or Lender so long as no Default exists. If Sellers; provided that, in the absence of a Default or an Event of Default existsDefault, all any such costs and expenses payable by Sellers shall be borne by Borrowernot exceed $500 per Loan with respect to loan-level due diligence and, with respect to onsite due diligence reviews of the Sellers or Guarantor, $25,000 in the aggregate in any calendar year. For the avoidance of doubt, upon the occurrence of a Default or an Event of Default, the foregoing dollar limitations shall not apply.

Periodic Due Diligence Review. Borrower acknowledges that Agent has the right to Buyer may perform continuing Due Diligence Reviews due diligence reviews with respect to any or all of the Mortgage LoansPurchased Assets, Seller and Affiliates of Seller, including ordering new third party reports, for purposes of of, among other things, verifying compliance with the representations, warranties warranties, covenants, agreements, duties, obligations and specifications made hereunder, under the Repurchase Documents or otherwise, and Borrower agrees that. Upon reasonable prior notice to Seller, unless a Default has occurred (or Event of Default exists, in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrower, Agent Buyer or its authorized representatives will be permitted may during customary normal business hours to inspect any properties and examine, inspect, inspect and make copies of the books and extracts ofrecords of Seller and Affiliates of Seller, the Mortgage Files Purchased Asset Documents and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower and/or the CustodianServicing Files. Borrower also Seller shall make available to Agent a Buyer one or more knowledgeable financial or accounting officer officers and representatives of the independent certified public accountants of Seller for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of Buyer concerning any of the foregoing, Borrower acknowledges that Agent . Seller shall cause Servicer to cooperate with Buyer by permitting Buyer to conduct due diligence reviews of the Servicing Files. Buyer may consummate the Loans and make Revolving Loan Advances to Borrower purchase Purchased Assets from Seller based solely upon on the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Underwriting Package and the representations, warranties warranties, duties, obligations and covenants contained herein, and that Agent, at its option, has the right Buyer may at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets, including without limitation ordering new credit reports and new appraisals Appraisals (provided that, other than in connection with Buyer’s review of any Material Modification, any proposed Future Funding Transaction or any other release of collateral relating to a Purchased Asset, no more than one (1) Appraisal per Purchased Asset, in any twelve (12) month period, shall be ordered at Seller’s cost and expense) on the related Mortgaged Properties and otherwise re-generating the information used to originate and underwrite such Mortgage LoanPurchased Assets. Agent Buyer may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third acceptable third-party underwriter to perform such underwriting. Borrower agrees to cooperate with Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Borrower. All costs and expenses incurred by Agent or Lender in connection with any Due Diligence Review pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrowerdo so.

Periodic Due Diligence Review. Borrower Each Credit Party acknowledges that the Administrative Agent and each Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, Collateral and the Credit Parties and Consolidated Subsidiaries of the foregoing for purposes of verifying compliance with the representations, warranties warranties, covenants, agreements and specifications made hereunder, or otherwise, and Borrower each Credit Party agrees thatthat upon reasonable (but no less than one (1) Business Day) prior notice, unless a an Event of Default has occurred (shall have occurred, in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrowerthe Credit Parties, Agent as applicable, the Administrative Agent, the Lenders or its their authorized representatives will shall be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files Collateral and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Collateral, the Credit Parties and the Consolidated Subsidiaries of the foregoing in the possession or under the control of Borrower and/or the Custodianany Credit Party. Borrower Each Credit Party also shall make available to the Administrative Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files Collateral, the Credit Parties and the Mortgage Loans. Without limiting the generality Consolidated Subsidiaries of the foregoing, Borrower acknowledges that . Each Credit Party shall also make available to the Administrative Agent and the Lenders any accountants or auditors of any Credit Party to answer any questions or provide any documents as the Administrative Agent or the Lenders may consummate require. The Administrative Agent has the Loans right to request appraisals for the Collateral and make Revolving Loan Advances proposed Collateral and the Borrowers shall pay all costs related to Borrower based solely upon any appraisals required by the information provided by Borrower to Administrative Agent in connection with the Mortgage Loan Data File and Collateral or proposed Collateral. The Credit Parties acknowledge that the representations, warranties and covenants contained herein, and that Agent, at its option, Administrative Agent has the right at any time to conduct a partial or complete due diligence review on some or all aspects of the Mortgage Loans securing Collateral and the Asset Value thereof, which review shall occur no less than quarterly and such Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent reviews may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower agrees to cooperate with Agent and any third party underwriter result in connection with such underwriting, including, but not limited to, providing Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or mandatory prepayments under the control, of Borrower. All costs and expenses incurred by Agent or Lender in connection with any Due Diligence Review pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower2.5.

Periodic Due Diligence Review. Borrower acknowledges The Loan Parties acknowledge that the Agent has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower agrees that, unless a Default has occurred (in which case no notice is required), the Loan Parties agree that upon reasonable (but no less than five one (51) Business DaysDay’s) prior notice to Borrowerthe Borrower Representative, the Agent or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower and/or the CustodianLoan Parties. Borrower The Loan Parties also shall make available to the Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower acknowledges the Loan Parties acknowledge that the Agent may consummate make Loans to the Loans and make Revolving Loan Advances to Borrower Parties based solely upon the information provided by Borrower the Loan Parties to the Agent in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that the Agent, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Agent may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower agrees The Loan Parties agree to cooperate with the Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Borrowerthe Loan Parties. All The Loan Parties further agree that the Loan Parties shall reimburse the Agent for any and all out-of-pocket costs and expenses incurred by the Agent or Lender in connection with any Due Diligence Review the Agent’s activities pursuant to this Section 12.15 6.16, provided that Loan Parties shall not be borne by responsible to reimburse Agent or Lender so long as no Default exists. If with respect to more than four (4) such inspections per calendar year unless a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrowerhave occurred.

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower Seller agrees thatthat upon reasonable (but no less than one (1) Business Day’s) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSeller, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower Seller and/or the Custodian. Borrower Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Seller Asset Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All Buyer shall pay all out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If 28 (“Due Diligence Costs”); provided that, (i) in the event that a Default or an Event of Default existsshall have occurred or (ii) in the event that Buyer shall determine the need to confirm compliance with local, state or federal laws concerning the regulation of predatory lending practices, Seller shall reimburse Buyer for all such Due Diligence Costs for any and all reasonable out-of-pocket costs and expenses shall be borne incurred by BorrowerBuyer in connection with Buyer’s activities pursuant to this Section 28.

Periodic Due Diligence Review. The Borrower acknowledges that Agent the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay's) prior notice to the Borrower, Agent the Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession possession, or under the control control, of the Borrower and/or the Custodian. The Borrower also shall make available to Agent the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Borrower acknowledges that Agent may consummate the Lender shall make Loans and make Revolving Loan Advances to the Borrower based solely upon the information provided by the Borrower to Agent the Lender in the Mortgage Loan Data File Tape and the representations, warranties and covenants contained herein, and that Agentthe Lender, at its is option, has the right right, at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loan, including including, without limitation limitation, ordering new credit reports and reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Borrower agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Borrower. All The Borrower further agrees that the Borrower shall reimburse the Lender for any and all out-of- pocket costs and expenses incurred by Agent or the Lender in connection with any Due Diligence Review the Lender's activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower11.15.

Periodic Due Diligence Review. Guarantor and each Borrower acknowledges that Agent Lender and each of Lender’s participants in any Advance has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansCollateral and the business of Guarantor and each Borrower, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Guarantor and each Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay) prior notice to BorrowerGuarantor (unless Forbearance Default shall have occurred, Agent in which case prior notice shall not be required), Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, make copies (including electronic copies) of, and make copies and extracts of, the Mortgage Files mortgage files, portfolio information, management databases, portfolio databases, internal management reports and any and all documents, records, agreements, instruments or information relating to any such Mortgage Loans information in the possession possession, or under the control control, of Guarantor, such Borrower and/or the Custodianor any custodian. Guarantor and each Borrower also shall make available to Agent Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files mortgage files, any servicing files and any other document or information relating thereto and the Mortgage Loans, REO Properties and any other Collateral pledged hereunder. Without limiting the generality of the foregoing, Guarantor and each Borrower acknowledges acknowledge that Agent may consummate the Loans and make Revolving Loan Advances to Borrower based solely upon the information provided by Borrower to Agent in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that AgentLender, at its option, has the right right, at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanCollateral, including including, without limitation limitation, ordering new credit reports and reports, new appraisals on the any related Mortgaged Properties mortgaged properties and otherwise re-generating the information used to originate such any Mortgage Loan, any information or databases in Guarantor’s or any Borrower’s possession. Agent may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Guarantor and each Borrower agrees agree to cooperate with Agent Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans assets in the possession, or under the control, of Guarantor or such Borrower. All In addition, Lender has the right to perform continuing due diligence reviews of Guarantor, each Borrower and their respective Affiliates, Subsidiaries, directors, officers, employees and significant shareholders. Guarantor, each Borrower and Lender further agree that all out-of-pocket costs and expenses incurred by Agent or Lender in connection with any Due Diligence Review Lender’s activities pursuant to this Section 12.15 shall be borne paid for by Agent Guarantor or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower.

Periodic Due Diligence Review. Borrower Each Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Seller and the Mortgage LoansLoans and Agency Securities, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, to review the servicing of the Mortgage Loans, or otherwise, and Borrower Seller agrees thatthat upon reasonable (but no less than three (3) Business Days) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSeller, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower Seller and/or the Custodian. Borrower Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including including, without limitation limitation, ordering Broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan, which such information may be used by Buyer to calculate Market Value. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All Seller further agrees that Seller shall pay all out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower34 (“Due Diligence Costs”).

Periodic Due Diligence Review. Borrower acknowledges and Guarantor acknowledge that Agent Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to Borrower and Guarantor and the Mortgage LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower agrees that, unless a Default has occurred (in which case no notice is required), and Guarantor agree that upon reasonable (but no less than five (5) Business DaysDay’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to BorrowerBorrower or Guarantor, Agent Lender or its authorized representatives will be permitted during customary normal business hours hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Borrower’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Assets in the possession or under the control of Borrower and/or the Custodianor Guarantor. Borrower and Guarantor also shall make available to Agent Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage LoansAssets. Without limiting the generality of the foregoing, Borrower acknowledges and Guarantor acknowledge that Agent Lender may consummate the Loans and make Revolving a Loan Advances Advance related to any Assets from Borrower based solely upon the information provided by Borrower to Agent Lender in the Mortgage Loan Data File Asset Schedule and the representations, warranties and covenants contained herein, and that AgentLender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loan, including without limitation ordering new credit reports and new appraisals on the Assets related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwritingLoan Advance. Borrower agrees and Guarantor agree to cooperate with Agent Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Assets in the possession, or under the control, of Borrower. All costs and expenses incurred by Agent Borrower or Lender in connection with any Due Diligence Review pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by BorrowerGuarantor.

Periodic Due Diligence Review. Borrower The Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansPurchased Assets and Seller, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and Borrower the Seller agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five three (53) Business Days’) prior notice to Borrowerthe Seller (provided that upon the occurrence of a Default or an Event of Default, Agent no such prior notice shall be required), Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets in the possession possession, or under the control control, of Borrower the Seller and/or the Custodian. Borrower Provided that no Event of Default has occurred and is continuing, Xxxxx agrees that it shall exercise commercially reasonable efforts, in the conduct of any such due diligence, to minimize any disruption to Seller’s normal course of business. The Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage LoansPurchased Assets. Without limiting the generality of the foregoing, Borrower the Seller acknowledges that Agent may consummate Buyer shall purchase Loans from the Loans and make Revolving Loan Advances to Borrower Seller based solely upon the information provided by Borrower the Seller to Agent Buyer in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right right, at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets, including including, without limitation limitation, ordering new broker’s price opinions, new credit reports and reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower The Seller agrees to cooperate with Agent Xxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets in the possession, or under the control, of Borrowerthe Seller. All In addition, Xxxxx has the right to perform continuing Due Diligence Reviews of Purchased Assets for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise. The Seller and Buyer further agree that all out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 43 shall be borne paid by Agent or Lender so long as no Default exists. If a Default or the Seller subject to the limitations of Section 23(b) of this Agreement and that, unless an Event of Default existshas occurred and is continuing, all such costs and expenses Buyer shall be borne by Borrowerlimited to one (1) on-site visits in any calendar year.

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to Seller and the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower Seller agrees thatthat upon reasonable (but no less than one (1) Business Day’s) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSeller, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower Seller and/or the Custodian. Borrower Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Asset Data File Record and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including including, without limitation limitation, ordering Broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter underwriter, approved by Buyer in its sole discretion, to perform such underwriting. Borrower Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All Seller further agrees that Seller shall pay all out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 35 (“Due Diligence Costs”); provided that such Due Diligence Costs shall be borne subject to the Due Diligence Cap per calendar year. For the avoidance of doubt, the Due Diligence Cap shall apply solely to costs incurred by Agent Buyer in connection with its due diligence of Seller and Guarantor in connection with the extension of the Effective Date and Buyer’s review of the Mortgage Files, credit files and servicing files related to Purchased Mortgage Loans prior to the Effective Date. Such Due Diligence Cap shall not apply to the extent Buyer requests the review of additional Purchased Mortgage Loans or Lender so long as no Default exists. If if a Default or an Event of Default existsshall have occurred, all such costs and expenses in which case Buyer shall be borne by Borrowerhave the right to perform due diligence, at the sole expense of Seller without regard to the Due Diligence Cap.

Periodic Due Diligence Review. Borrower acknowledges that Agent has the right to Buyer may perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansPurchased Assets, Seller and Affiliates of Seller, including ordering new third party reports, for purposes of of, among other things, verifying compliance with the representations, warranties warranties, covenants, agreements, duties, obligations and specifications made hereunder, under the Repurchase Documents or otherwise, and Borrower agrees that. Upon reasonable prior notice to Seller, unless a Default has occurred (or Event of Default exists, in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrower, Agent Buyer or its authorized representatives will be permitted may during customary normal business hours to inspect any properties and examine, inspect, inspect and make copies of the books and extracts ofrecords of Seller and Affiliates of Seller, the Mortgage Files Purchased Asset Documents, the Senior Interest Documents and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower and/or the CustodianServicing Files. Borrower also Seller shall make available to Agent a Buyer one or more knowledgeable financial or accounting officer officers and representatives of the independent certified public accountants of Seller for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of Buyer concerning any of the foregoing, Borrower acknowledges that Agent . Seller shall cause Servicer to cooperate with Buyer by permitting Buyer to conduct due diligence reviews of the Servicing Files. Buyer may consummate the Loans and make Revolving Loan Advances to Borrower purchase Purchased Assets from Seller based solely upon on the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Underwriting Package and the representations, warranties warranties, duties, obligations and covenants contained herein, and that Agent, at its option, has the right Buyer may at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets, including without limitation ordering new credit reports and new appraisals Appraisals on the related underlying Mortgaged Properties and otherwise re-generating the information used to originate and underwrite such Mortgage LoanPurchased Assets. Agent Buyer may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third acceptable third-party underwriter to perform such underwriting. Borrower agrees to cooperate with Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Borrower. All costs and expenses incurred by Agent or Lender in connection with any Due Diligence Review pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrowerdo so.

Periodic Due Diligence Review. Borrower acknowledges Borrowers acknowledge that Agent Lender has the right to perform continuing Due Diligence Reviews with respect to the Mortgage LoansContributed Properties (including conducting lien searches), Parent SPE, Guarantor, Borrowers, Asset Managers and the Pledged Equity, for purposes of obtaining BPO Values, reviewing and confirming receipts for Capital Expenditures, reviewing insurance, verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower agrees that, unless a Default has occurred (in which case no notice is required), Borrowers agree that upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerBorrowers, Agent or at any time upon the occurrence of a Default or Event of Default, Lender or its authorized representatives (including any third-party diligence providers contracted by Lender) will be permitted during customary normal business hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Property Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Contributed Properties in the possession possession, or under the control control, of Borrower Borrowers, Asset Manager and/or the CustodianDiligence Agent. Borrower Borrowers shall also shall make available to Agent Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Property Files and the Mortgage LoansContributed Properties. Without limiting the generality of the foregoing, Borrower acknowledges Borrowers acknowledge that Agent may consummate the Loans and Lender shall make Revolving Loan Advances to Borrower Borrowers based solely upon the information provided by Borrower Borrowers to Agent Lender in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that AgentLender, at its option, has the right right, at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans Pledged Equity securing such LoanAdvances and/or any Contributed Properties, including including, without limitation limitation, ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating Contributed Properties. In addition, Lender has the information used to originate such Mortgage Loan. Agent may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter right to perform such underwritingcontinuing Due Diligence Reviews of Borrowers, Asset Manager and their respective Affiliates, directors, officers, employees and significant shareholders. Borrower agrees to cooperate with Agent Borrowers and any third party underwriter Lender further agree that all reasonable out-of-pocket costs and expenses incurred by Lender in connection with such underwritingLender’s activities pursuant to this Section 14.18, including, but not limited to, providing Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Borrower. All reasonable out-of-pocket costs and expenses incurred arising out of any diligence review conducted by Agent or Lender in connection with any Due Diligence Review pursuant to this Section 12.15 third-party diligence providers contracted by Lender, shall be borne paid by Agent or Lender so long Borrowers except as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne expressly contemplated otherwise by Borrowerthis Loan Agreement.

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Seller, Underlying Repurchase Counterparty, Servicer and the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, for the purpose of performing quality control review of the Mortgage Loans or otherwise, and Borrower agrees thatupon reasonable (but no less than one (1) Business Day’s) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSeller, Agent Seller agrees to permit or shall cause Underlying Repurchase Counterparty to permit Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, data, records, agreements, instruments or information relating to such Mortgage Loans (including, without limitation, quality control review) in the possession or under the control of Borrower Seller, Underlying Repurchase Counterparty, Servicer and/or the Custodian. Borrower Seller also shall make available or cause Underlying Repurchase Counterparty to Agent make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including including, without limitation limitation, ordering Broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate or cause Underlying Repurchase Counterparty to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All Seller further agrees that Seller shall pay all out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower36 (“Due Diligence Costs”).

Periodic Due Diligence Review. The Borrower acknowledges that Agent the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay's) prior notice to the Borrower, Agent the Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession possession, or under the control control, of the Borrower and/or the Custodian. The Borrower also shall make available to Agent the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Borrower acknowledges that Agent may consummate the Loans and Lender shall make Revolving Loan Advances to the Borrower based solely upon the information provided by the Borrower to Agent the Lender in the Mortgage Loan Data File Transmission and the representations, warranties and covenants contained herein, and that Agentthe Lender, at its option, has the right right, at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanAdvance, including including, without limitation limitation, ordering new credit reports and reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Borrower agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Borrower. All In addition, the Lender has the right to perform continuing Due Diligence Reviews of the Borrower and its Affiliates, directors, officers, employees and significant shareholders. The Borrower and Lender further agree that all out-of-pocket costs and expenses incurred by Agent or the Lender in connection with any Due Diligence Review the Lender's activities pursuant to this Section 12.15 11.16 shall be borne paid for as agreed by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrowerparties.

Periodic Due Diligence Review. Borrower acknowledges The Sellers acknowledge that Agent the Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Sellers and the Mortgage LoansLoans and REO Properties, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower agrees thatthe Sellers agree that upon reasonable (but no less than one (1) Business Day’s) prior notice, unless a an Event of Default has shall have occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrowerthe Sellers, Agent the Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Asset Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets in the possession or under the control of Borrower the Sellers and/or the Custodian. Borrower The Sellers also shall make available to Agent the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Mortgage LoansLoans and REO Properties. Without limiting the generality of the foregoing, Borrower acknowledges the Sellers acknowledge that Agent the Buyer may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower REO Properties from the Sellers based solely upon the information provided by Borrower the Sellers to Agent the Buyer in the Mortgage Loan Data File Asset Schedule and the representations, warranties and covenants contained herein, and that Agentthe Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanand REO Properties purchased in a Transaction, including including, without limitation limitation, ordering BPO’s, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanLoans and REO Properties. Agent The Buyer may underwrite such Mortgage Loans and REO Properties itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower agrees The Sellers agree to cooperate with Agent the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans and REO Properties in the possession, or under the control, of Borrowerthe Sellers. All The Sellers further agree that the Sellers shall pay all out-of-pocket costs and expenses incurred by Agent or Lender the Buyer in connection with any Due Diligence Review the Buyer’s activities pursuant to this Section 12.15 36 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall be borne by Agent or Lender so long as no Default exists. If not exceed $20,000 per calendar year unless a Default or an Event of Default existsshall have occurred, all such costs and expenses in which event the Buyer shall be borne by Borrowerhave the right to perform due diligence, at the sole expense of the Seller without regard to the dollar limitation set forth herein.

Periodic Due Diligence Review. Borrower Seller acknowledges that Buyer and Agent has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansPurchased Assets and Seller, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and Borrower Seller agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five (5) Business Days’) prior notice to BorrowerSeller (provided that upon the occurrence of a Default or an Event of Default, no such prior notice shall be required), Buyer and Agent or its their authorized representatives will be permitted during customary normal business hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets in the possession possession, or under the control control, of Borrower Seller and/or the Custodian. Borrower Provided that no Event of Default has occurred and is continuing, Xxxxx and Agent each agrees that it shall exercise commercially reasonable efforts, in the conduct of any such due diligence, to minimize any disruption to Seller’s normal course of business. Seller also shall make available to Buyer and Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage LoansPurchased Assets. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent may consummate the Buyer shall purchase Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right right, at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets, including including, without limitation limitation, ordering new broker’s price opinions, new credit reports and reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Xxxxxx agrees to cooperate with Xxxxx and Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer, Agent and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets in the possession, or under the control, of BorrowerSeller. All In addition, Xxxxx and Agent each has the right to perform continuing Due Diligence Reviews of Purchased Assets for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise. Seller, Buyer and Agent further agree that all out-of-pocket costs and expenses incurred by Xxxxx and Agent or Lender in connection with any Due Diligence Review Buyer’s and Agent’s activities pursuant to this Section 12.15 41 shall be borne paid by Agent or Lender so long as no Default exists. If a Default or Seller subject to the limitations of Section 22(b) of this Agreement and that, unless an Event of Default existshas occurred and is continuing, all such costs Buyer and expenses Agent shall be borne by Borrowerlimited to one (1) on-site visit in any calendar year.

Periodic Due Diligence Review. Borrower Each Seller acknowledges that the Agent has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansPurchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower the Seller agrees thatthat upon reasonable (but no less than three (3) Business Day’s) prior notice unless an Event of Default shall have occurred and be continuing, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrowerany Seller, the Agent or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Asset Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets in the possession or under the control of Borrower any Seller and/or the Custodian. Borrower Each Seller also shall make available to the Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Mortgage LoansPurchased Assets. Without limiting the generality of the foregoing, Borrower each Seller acknowledges that Agent the Buyers may consummate purchase Mortgage Assets from the Loans and make Revolving Loan Advances to Borrower Seller based solely upon the information provided by Borrower Seller to the Agent in the Underwriting Package and, with respect to Wet Mortgage Loan Data File Assets, the Transaction Request Package and the representations, warranties and covenants contained herein, and that the Agent, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets purchased in a Transaction, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanPurchased Asset. The Agent may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Each Seller agrees to cooperate with the Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Agent and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets in the possession, or under the control, of Borrowerthe Seller. All The Sellers shall pay all out-of-pocket costs and expenses (including fees and expenses of counsel, if any) incurred by the Agent or Lender in connection with any Due Diligence Review the Agent’s activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If 13.11 (“Due Diligence Costs”); provided that, in the event that a Default or an Event of Default existsshall have occurred, the Sellers shall reimburse the Agent for all such Due Diligence Costs for any and all reasonable out-of-pocket costs and expenses shall be borne incurred by Borrower.the Agent in connection with any due diligence review conducted by the the Agent pursuant to this

Periodic Due Diligence Review. Each Borrower acknowledges that Agent the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay's) prior notice to Borrowerthe Borrowers, Agent the Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of each Borrower and/or the Custodian. Borrower The Borrowers also shall make available to Agent the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, each Borrower acknowledges that Agent the Lender may consummate make Loans to the Loans and make Revolving Loan Advances to Borrower Borrowers based solely upon the information provided by Borrower the Borrowers to Agent the Lender in the Mortgage Loan Data File Tape and the representations, warranties and covenants contained herein, and that Agentthe Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Borrowerthe Borrowers. All Each Borrower further agrees that the Borrowers shall reimburse the Lender for any and all out-of-pocket costs and expenses incurred by Agent or the Lender in connection with any Due Diligence Review the Lender's activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event 11.15, subject to the proviso of Default exists, all such costs and expenses shall be borne by BorrowerSection 11.03(b).

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Seller and the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, for the purpose of performing quality control review of the Mortgage Loans or otherwise, and Borrower Seller agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five (5) Business Days’) prior notice unless an Event of Default shall have occurred and be continuing, in which case no notice is required, to BorrowerSeller, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, data, records, agreements, instruments or information relating to such Mortgage Loans (including, without limitation, quality control review) in the possession or under the control of Borrower Seller and/or the Custodian. Borrower Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including including, without limitation limitation, ordering Broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All Seller further agrees that Seller shall pay all out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower34.

Periodic Due Diligence Review. The Borrower acknowledges that Agent ----------------------------- the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay's) prior notice to Borrowerthe Borrower (which prior notice shall not be required after the occurrence and during the continuation of an Event of Default), Agent the Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Asset Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Assets in the possession or under the control of the Borrower and/or the Custodian. The Borrower also shall make available to Agent the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Mortgage LoansAssets. Without limiting the generality of the foregoing, the Borrower acknowledges that Agent the Lender may consummate the Loans and make Revolving Loan Advances to the Borrower based solely upon the information provided by the Borrower to Agent in the Mortgage Loan Data File Lender and the representations, warranties and covenants contained herein, and that Agentthe Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans Assets securing such LoanAdvance, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-re- generating the information used to originate such Mortgage LoanAssets. Agent The Lender may underwrite such Mortgage Loans Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Borrower agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Assets in the possession, or under the control, of the Borrower. All The Borrower further agrees that the Borrower shall reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by Agent or the Lender in connection with any Due Diligence Review the Lender's activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower11.16.

Periodic Due Diligence Review. Each Borrower acknowledges that the Agent has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansLoans and the manner in which they were originated, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Borrower agrees that, unless a Default has occurred (in which case no notice is required), ) upon reasonable (but no less than five one (51) Business DaysDay's) prior notice to Borrowerthe Borrowers, the Agent or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of each Borrower and/or the Custodian. Borrower The Borrowers also shall make available to the Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, each Borrower acknowledges that the Agent may consummate make Loans to the Loans and make Revolving Loan Advances to Borrower Borrowers based solely upon the information provided by Borrower the Borrowers to the Agent in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that the Agent, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Agent may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower agrees to cooperate with the Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Borrowerthe Borrowers. All Each Borrower further agrees that the Borrowers shall reimburse the Agent for any and all out-of-pocket costs and expenses incurred by the Agent or Lender in connection with any Due Diligence Review the Agent's activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event 11.15, subject to the proviso of Default exists, all such costs and expenses shall be borne by BorrowerSection 11.03(b).

Periodic Due Diligence Review. Borrower Each Seller acknowledges that Agent the Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Purchased Loans (including a review of the Mortgage LoansLoan Documents and such other documents, records, agreements, instruments, mortgaged properties or information relating to the Purchased Loans as the Buyer in its sole discretion deems appropriate to review) and the manner in which they were originated, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower each Seller agrees that, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five one (51) Business DaysDay’s) prior notice to Borrowerthe Sellers, Agent the Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Loans, including, without limitation, any related internal credit analyses, in the possession or under the control of Borrower and/or the Sellers and/or, pursuant to the Custodial Agreement, the Custodian. Borrower The Sellers also shall make available to Agent the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Purchased Loans. Without limiting the generality of the foregoing, Borrower acknowledges the Sellers acknowledge that Agent the Buyer may consummate the Loans and make Revolving Loan Advances to Borrower enter into Transactions based solely upon the information provided by Borrower the Sellers to Agent the Buyer in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that Agentthe Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Purchased Loans securing such Loanrelated to Transactions from time to time outstanding hereunder, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Purchased Loan. Agent The Buyer may underwrite such Mortgage Purchased Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower agrees The Sellers agree to cooperate with Agent the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Purchased Loans in the possession, or under the control, of Borrowerthe Sellers. All Each Seller further agrees that such Seller shall reimburse the Buyer for any and all out-of-pocket costs and expenses incurred by Agent or Lender the Buyer in connection with any Due Diligence Review the Buyer’s activities pursuant to this Section 12.15 shall be borne by Agent or Lender 11.16; provided, that so long as no Default exists. If a Default or an Event of Default existsshall have occurred and be continuing, all the Sellers shall not be obligated to reimburse the Buyer for such out-of-pocket costs and expenses solely to the extent that the aggregate amount of such costs and expenses shall be borne incurred by Borrowerthe Buyer during any calendar year exceeds $25,000.

Periodic Due Diligence Review. (A) Each Borrower acknowledges that the Lender, Century Capital Markets, LLC, the Liquidity Agent, and Collateral Agent has (as agents for the Liquidity Providers and Voyager) have the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, Loan for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five ten (510) Business Days') prior notice to Borrower(which prior notice shall not be required after the occurrence and during the continuation of a Default), the Lender, the Collateral Agent or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files Loan files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Loan in the possession or under the control of Borrower and/or the CustodianBorrower. Each Borrower also shall make available to the Lender, Century Capital Markets, LLC, the Liquidity Agent, the Collateral Agent a knowledgeable credit, financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and Loan. Each Borrower further agrees that the Mortgage Loans. Without limiting Borrower shall reimburse the generality of Lender, Century Capital Markets, LLC, the foregoing, Borrower acknowledges that Agent may consummate the Loans and make Revolving Loan Advances to Borrower based solely upon the information provided by Borrower to Agent in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that Liquidity Agent, at its option, has the right at any time to conduct a partial or complete due diligence review on some or Collateral Agent for all of the Mortgage Loans securing such Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise rereasonable out-generating the information used to originate such Mortgage Loan. Agent may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower agrees to cooperate with Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Borrower. All of-pocket costs and expenses incurred by the Lender, Century Capital Markets, LLC, the Liquidity Agent, the Collateral Agent or Lender in connection with any Due Diligence Review the Lender's, Century Capital Markets, LLC's, the Liquidity Agent's, and Collateral Agent's activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event Section, provided, that the obligation of Default exists, all the Borrower to pay such costs and expenses shall be borne by Borrowerlimited to no more than one such due diligence review during each year unless a Default has occurred.

Periodic Due Diligence Review. Borrower Seller acknowledges that Administrative Agent has and Buyers have the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Seller and the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, for the purpose of performing quality control review of the Mortgage Loans or otherwise, and Borrower Seller agrees thatthat upon reasonable (but no less than one (1) Business Day’s) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSeller, Agent Administrative Agent, Buyers or its their authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, data, records, agreements, instruments or information relating to such Mortgage Loans (including, without limitation, quality control review) in the possession or under the control of Borrower Seller and/or the Custodian. Borrower Seller also shall make available to Administrative Agent and Buyers a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Administrative Agent and Buyers may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Administrative Agent and Buyers in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentAdministrative Agent or Buyers, at its their option, has have the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including including, without limitation limitation, ordering Broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Administrative Agent or Buyers may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate with Agent Administrative Agent, Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Administrative Agent, Buyers and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All Seller further agrees that Seller shall pay all out-of-pocket costs and expenses incurred by Administrative Agent or Lender and Buyers in connection with any Due Diligence Review Administrative Agent’s and Buyers’ activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If 36 (“Due Diligence Costs”) subject to the Due Diligence Cap; provided that, upon the occurrence of a Default or an Event of Default existsDefault, all such costs and expenses the Due Diligence Cap shall be borne by Borrowernot apply.

Periodic Due Diligence Review. Borrower acknowledges The Loan Parties acknowledge that the Agent has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower agrees that, unless a Default has occurred (in which case no notice is required), the Loan Parties agree that upon reasonable (but no less than five one (51) Business DaysDay’s) prior notice to Borrowerthe Borrower Representative, the Agent or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower and/or the CustodianLoan Parties. Borrower The Loan Parties also shall make available to the Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower acknowledges the Loan Parties acknowledge that the Agent may consummate make Daily LIBOR Rate Loans to the Loans and make Revolving Loan Advances to Borrower Parties based solely upon the information provided by Borrower the Loan Parties to the Agent in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that the Agent, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loan, including without limitation ordering new credit reports and new desktop as complete appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Agent may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower agrees The Loan Parties agree to cooperate with the Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Borrowerthe Loan Parties. All The Loan Parties further agree that the Loan Parties shall reimburse the Agent for any and all reasonable out-of-pocket costs and expenses incurred by the Agent or Lender in connection with any Due Diligence Review the Agent’s activities pursuant to this Section 12.15 6.16, provided that Loan Parties shall not be borne by responsible to reimburse Agent or Lender so long as no Default exists. If with respect to more than two (2) such inspections per calendar year unless a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrowerhave occurred.

Periodic Due Diligence Review. Borrower The Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansPurchased Assets and Seller, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and Borrower the Seller agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five three (53) Business Days’) prior notice to Borrowerthe Seller (provided that upon the occurrence of a Default or an Event of Default, Agent no such prior notice shall be required), Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets in the possession possession, or under the control control, of Borrower the Seller and/or the Custodian. Borrower Provided that no Event of Default has occurred and is continuing, Buyer agrees that it shall exercise commercially reasonable efforts, in the conduct of any such due diligence, to minimize any disruption to Seller’s normal course of business. The Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage LoansPurchased Assets. Without limiting the generality of the foregoing, Borrower the Seller acknowledges that Agent may consummate Buyer shall purchase Loans from the Loans and make Revolving Loan Advances to Borrower Seller based solely upon the information provided by Borrower the Seller to Agent Buyer in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right right, at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets, including including, without limitation limitation, ordering new broker’s price opinions, new credit reports and reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower The Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets in the possession, or under the control, of Borrowerthe Seller. All In addition, Buyer has the right to perform continuing Due Diligence Reviews of Purchased Assets for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise. The Seller and Buyer further agree that all out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 4243 shall be borne paid by Agent or Lender so long as no Default exists. If a Default or the Seller subject to the limitations of Section 22(b)23(b) of this Agreement and that, unless an Event of Default existshas occurred and is continuing, all such costs and expenses Buyer shall be borne by Borrowerlimited to one (1) on-site visits in any calendar year.

Periodic Due Diligence Review. Each Borrower acknowledges that Agent the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansEligible Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay's) prior notice to Borrowersuch Borrower (which prior notice shall not be required after the occurrence and during the continuation of a Default), Agent the Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Asset Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Eligible Assets in the possession or under the control of Borrower such Borrower, the Master Servicer, any Subservicer, and/or the Mortgage Custodian. Each Borrower also shall make available to Agent the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Mortgage LoansEligible Assets. Without limiting the generality of the foregoing, each Borrower acknowledges that Agent the Lender may consummate the Loans and make Revolving Loan Advances to the Borrower based solely upon the information provided by such Borrower to Agent in the Mortgage Loan Data File Lender and the representations, warranties and covenants contained herein, and that Agentthe Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans Eligible Assets securing such LoanAdvance, including without limitation ordering new credit reports and and, with respect to Eligible Assets which are Mortgage Loans, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent The Lender may underwrite such Mortgage Loans Eligible Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Eligible Assets in the possession, or under the control, of such Borrower, the Master Servicer, any Subservicer. All In addition, the Lender has the right to perform continuing Due Diligence Reviews of the Borrowers, the Master Servicer, any Subservicer, and their Affiliates, directors, officers, employees and significant shareholders. The Borrowers and Lender further agree that all out-of-pocket costs and expenses incurred by Agent or the Lender in connection with any Due Diligence Review the Lender's activities pursuant to this Section 12.15 11.16 shall be borne paid for by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrowerthe Borrowers.

Periodic Due Diligence Review. The Borrower acknowledges that Agent the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay's) prior notice to the Borrower, Agent the Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of the Borrower and/or the Custodian. The Borrower also shall make available to Agent the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Borrower acknowledges that Agent the Lender may consummate make Loans to the Loans and make Revolving Loan Advances to Borrower based solely upon the information provided by the Borrower to Agent the Lender in the Mortgage Loan Data File Tape and the representations, warranties and covenants contained herein, and that Agentthe Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. It is understood that, in the case of Class C Defaulted Loans, such underwriting is expected to occur quarterly with respect to 10-20% of the Class C Defaulted Loans then included in the Borrowing Base. The Borrower agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Borrower. All costs and expenses incurred by Agent or Lender in connection with any Due Diligence Review pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by the Borrower.

Periodic Due Diligence Review. Borrower The Seller acknowledges that Agent the Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower the Seller agrees thatthat upon reasonable (but no less than one (1) Business Day's) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrowerthe Seller, Agent the Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower the Seller and/or the Custodian. Borrower The Seller also shall make available to Agent the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower the Seller acknowledges that Agent the Buyer may consummate purchase Mortgage Loans from the Loans and make Revolving Loan Advances to Borrower Seller based solely upon the information provided by Borrower the Seller to Agent the Buyer in the Mortgage Loan Data File Asset Medium and the representations, warranties and covenants contained herein, and that Agentthe Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent The Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower The Seller agrees to cooperate with Agent the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Borrower. All costs and expenses incurred by Agent or Lender in connection with any Due Diligence Review pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower.of

Periodic Due Diligence Review. The Borrower acknowledges that Agent the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five three (53) Business DaysDay's) prior notice to the Borrower, Agent the Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of the Borrower and/or the Custodian. The Borrower also shall make available to Agent the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Borrower acknowledges that Agent the Lender may consummate make Loans to the Loans and make Revolving Loan Advances to Borrower based solely upon the information provided by the Borrower to Agent the Lender in the Mortgage Loan Data File Tape and the representations, warranties and covenants contained herein, and that Agentthe Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Borrower agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Borrower. All The Borrower further agrees that it shall reimburse the Lender for any and all out-of-pocket costs and expenses incurred by Agent or the Lender in connection with any Due Diligence Review the Lender's activities pursuant to this Section 12.15 11.15 (the "Due Diligence Fee"); provided that, the Due Diligence Fee shall be borne by Agent limited to $25,000 per annum unless (a) the Lender, due to no fault of the Lender, has to conduct more extensive due diligence than originally contemplated in connection with this Agreement or Lender so long (b) there is an increase in the cost of conducting due diligence as no Default exists. If a result of the structure or timing of any Loan contemplated hereunder or (c) a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrowerhave occurred.

Periodic Due Diligence Review. Borrower acknowledges that Agent has the right to Buyer may perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansPurchased Assets, Seller and Affiliates of Seller, including ordering new third party reports, for purposes of of, among other things, verifying compliance with the representations, warranties warranties, ordering BPOs at any time during the term of this Agreement, covenants, agreements, duties, obligations and specifications made hereunder, under the Repurchase Documents or otherwise, . As often as commercially reasonable in Buyer’s judgment and Borrower agrees thatupon reasonable prior notice to Seller, unless a Default has occurred (or Event of Default exists, in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrower, Agent Buyer or its authorized representatives will be permitted may during customary normal business hours to inspect any properties and examine, inspect, inspect and make copies of the books and extracts ofrecords of Seller and Affiliates of Seller, the Mortgage Files Loan Documents and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower and/or the CustodianServicing Files. Borrower also Seller shall make available to Agent a Buyer one or more knowledgeable financial or accounting officer officers and representatives of the independent certified public accountants of Seller for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of Buyer concerning any of the foregoing, Borrower acknowledges that Agent . Seller shall make commercially reasonable efforts to cause Servicer to cooperate with Buyer by permitting Buyer to conduct reasonable due diligence reviews of the related Servicing Files. Buyer may consummate the Loans and make Revolving Loan Advances to Borrower purchase Purchased Assets from Seller based solely upon on the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Underwriting Materials and the representations, warranties warranties, duties, obligations and covenants contained herein, and that Agent, at its option, has the right Buyer may at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets, including without limitation ordering new credit reports and new appraisals on the related Underlying Mortgaged Properties and otherwise re-generating regenerating the information used to originate and underwrite such Mortgage LoanPurchased Assets. Agent Buyer may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third acceptable third-party underwriter to perform such underwritingdo so. Borrower agrees to cooperate with Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent and any third party underwriter with access to any and Seller shall be responsible for all documents, records, agreements, instruments or information relating to such Mortgage Loans in of the possession, or under the control, of Borrower. All due diligence costs and expenses incurred by Agent or Lender Buyer; provided, that any due diligence expenses greater than $15,000 in connection with the aggregate in any Due Diligence Review pursuant to this Section 12.15 twelve (12) month period shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default existssubject to Seller’s prior approval, all such costs and expenses which approval shall not be borne by Borrowerunreasonably withheld.

Periodic Due Diligence Review. The Borrower acknowledges that Agent the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees thatthat upon reasonable (but no less than two (2) Business Days') prior notice, unless a Default has shall have occurred (and is continuing, in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to the Borrower, Agent the Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of the Borrower and/or the Custodian. The Borrower also shall make available to Agent the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Borrower acknowledges that Agent the Lender may consummate make Loans to the Loans and make Revolving Loan Advances to Borrower based solely upon the information provided by the Borrower to Agent the Lender in the Mortgage Loan Data File Tape and the representations, warranties and covenants contained herein, and that Agentthe Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Borrower agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Borrower. All The Borrower further agrees that the Borrower shall reimburse the Lender for any and all out-of-pocket costs and expenses incurred by Agent or the Lender in connection with any Due Diligence Review the Lender's activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower11.15.

Periodic Due Diligence Review. Borrower The Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews with respect to the Mortgage LoansPurchased Assets and Seller, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and Borrower the Seller agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five three (53) Business Days’) prior notice to Borrowerthe Seller (provided that upon the occurrence of a Default or an Event of Default, Agent no such prior notice shall be required), Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets in the possession possession, or under the control control, of Borrower the Seller and/or the Custodian. Borrower Provided that no Event of Default has occurred and is continuing, Buyer agrees that it shall exercise commercially reasonable efforts, in the conduct of any such due diligence, to minimize any disruption to Seller’s normal course of business. The Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage LoansPurchased Assets. Without limiting the generality of the foregoing, Borrower the Seller acknowledges that Agent may consummate Buyer shall purchase Loans from the Loans and make Revolving Loan Advances to Borrower Seller based solely upon the information provided by Borrower the Seller to Agent Buyer in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right right, at any time to conduct a partial or complete due diligence review Due Diligence Review on some or all of the Mortgage Loans securing such LoanPurchased Assets, including including, without limitation limitation, ordering new broker’s price opinions, new credit reports and reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower The Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Assets in the possession, or under the control, of Borrowerthe Seller. All In addition, Buyer has the right to perform continuing Due Diligence Reviews of Purchased Assets for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise. The Seller and Buyer further agree that all out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 43 shall be borne paid by Agent or Lender so long as no Default exists. If a Default or the Seller subject to the limitations of Section 23(b) of this Agreement and that, unless an Event of Default existshas occurred and is continuing, all such costs and expenses Buyer shall be borne by Borrowerlimited to one (1) on-site visits in any calendar year.

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews (including Title Inquiries) with respect to the Seller, Trust Subsidiary, TRS Facility Entities and the Purchased Assets, Trust Mortgage LoansLoans and REO Properties, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, for the purpose of performing quality control review of the Purchased Assets, Trust Mortgage Loans and REO Properties or otherwise, and Borrower Seller agrees thatthat upon reasonable (but no less than ten (10) Business Day’s) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSeller, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Asset Files and any and all documents, data, records, agreements, instruments or information relating to such Purchased Assets, Trust Mortgage Loans and REO Properties (including, without limitation, quality control review) in the possession or under the control of Borrower Seller, Trust Subsidiary, a Servicer, the Asset Manager and/or the Custodian; provided that, unless an Event of Default has occurred and is continuing, such examination and inspections shall be limited to one occurrence per calendar year. Borrower Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Purchased Assets, Trust Mortgage LoansLoans and REO Properties. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the purchase Purchased Assets, Trust Mortgage Loans and make Revolving Loan Advances to Borrower REO Properties from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Asset Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets, Trust Mortgage Loans securing such Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged REO Properties and otherwise re-generating the information used purchased in a Transaction or Purchase Price Increase. Buyer shall promptly deliver to originate such Mortgage LoanSeller any Current Property Value that Buyer obtains pursuant to this Section 34. Agent may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets, Trust Mortgage Loans and REO Properties in the possession, or under the control, of BorrowerSeller. All Seller further agrees that Seller shall pay all reasonable and documented out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 34; provided, however, that Buyer shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such responsible for the costs and expenses shall be borne by Borrowerassociated with Buyer obtaining Current Property Values, new credit reports and new appraisals, conducting lien searches on REO Properties and conducting property inspections, on the related Mortgaged Properties and REO Properties and otherwise re-generating the information used to determine the Asset Value of such Purchased Assets, Trust Mortgage Loans and REO Properties outside the scope of this Agreement.

Periodic Due Diligence Review. Borrower Each Credit Party acknowledges that the Administrative Agent and each Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, Collateral and the Credit Parties and Consolidated Subsidiaries of the foregoing for purposes of verifying compliance with the representations, warranties warranties, covenants, agreements and specifications made hereunder, or otherwise, and Borrower each Credit Party 131 agrees thatthat upon reasonable (but no less than three (3) Business Day) prior notice, unless a an Event of Default has occurred (shall have occurred, in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrowerthe Credit Parties, Agent as applicable, the Administrative Agent, the Lenders or its their authorized representatives will shall be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files Collateral and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Collateral, the Credit Parties and the Consolidated Subsidiaries of the foregoing in the possession or under the control of Borrower and/or the Custodianany Credit Party. Borrower Each Credit Party also shall make available to the Administrative Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files Collateral, the Credit Parties and the Mortgage Loans. Without limiting the generality Consolidated Subsidiaries of the foregoing, Borrower acknowledges that . Each Credit Party shall also make available to the Administrative Agent may consummate the Loans and make Revolving Loan Advances to Borrower based solely upon the information provided by Borrower to Agent in the Mortgage Loan Data File and the representations, warranties Lenders any accountants or auditors of any Credit Party to answer any questions or provide any documents as the Administrative Agent or the Lenders may require. The Borrowers shall pay all reasonable out-of-pocket costs and covenants contained herein, expenses incurred by the Administrative Agent and/or the Lenders in connection with the Administrative Agent’s and the Lenders’ activities pursuant to this Section (“Due Diligence Costs”). The Credit Parties acknowledge that Agent, at its option, the Administrative Agent has the right at any time to conduct a partial or complete due diligence review on some or all aspects of the Mortgage Loans securing Collateral and the Asset Value thereof, which review shall occur no less than quarterly and such Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent reviews may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower agrees to cooperate with Agent and any third party underwriter result in connection with such underwriting, including, but not limited to, providing Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or mandatory prepayments under the control, of Borrower. All costs and expenses incurred by Agent or Lender in connection with any Due Diligence Review pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower2.5.

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower Seller agrees thatthat upon reasonable (but no less than one (1) Business Day's) prior notice unless an Event of Default shall have occurred and is continuing, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSeller, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower Seller and/or the Custodian. Borrower Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Purchased Assets Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including including, without limitation limitation, ordering Broker's price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All Seller further agrees that Seller shall pay all reasonable out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer's activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long 36 ("Due Diligence Costs") [Signature Page Follows] Credit Suisse First Boston Mortgage Capital LLC By: /s/ Xxxx X. Xxxxxxx ---------------------------------------- Title: Vice President ---------------------------------------- Date: October 5, 2001 ---------------------------------------- Family Lending Services, Inc. By: /s/ Xxxxxxx X. Xxxxxxx ---------------------------------------- Title: President ---------------------------------------- Date: October 5, 2001 ---------------------------------------- AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT Amendment No. 1, dated as no Default existsof December 28, 2001, (this "Amendment"), between CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the "Buyer") and FAMILY LENDING SERVICES, INC. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower(the "Seller").

Periodic Due Diligence Review. Borrower acknowledges that Agent has the right to Buyer may perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansPurchased Assets, Seller and Affiliates of Seller, including ordering new third-party reports, for purposes of of, among other things, verifying compliance with the representations, warranties warranties, covenants, agreements, duties, obligations and specifications made hereunder, under the Repurchase Documents or otherwise, and Borrower agrees that. Upon reasonable prior notice to Seller, unless a Default has occurred (or Event of Default exists, in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrower, Agent Buyer or its authorized representatives will be permitted may during customary normal business hours to inspect any properties and examine, inspect, inspect and make copies of the books and extracts ofrecords of Seller and Affiliates of Seller, the Mortgage Files Loan Documents and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower and/or the CustodianServicing Files. Borrower also Seller shall make available to Agent a Buyer one or more knowledgeable financial or accounting officer officers and representatives of the independent certified public accountants of Seller and its Affiliates for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of Buyer concerning any of the foregoing. Seller shall cause Servicer to cooperate with Buyer by permitting Buyer to conduct due diligence reviews of the Servicing Files. Seller shall pay all costs and expenses (including legal fees and expenses) incurred by Buyer in connection with Buyer's activities pursuant to this Section 18.19, Borrower acknowledges that Agent subject to Section 13.02. Buyer may consummate the Loans and make Revolving Loan Advances to Borrower purchase Purchased Assets from Seller based solely upon on the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Underwriting Package and the representations, warranties warranties, duties, obligations and covenants contained herein, and that Agent, at its option, has the right Buyer may at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets, including without limitation ordering new credit reports and new appraisals Appraisals on the related Underlying Mortgaged Properties and otherwise re-generating re‑generating the information used to originate and underwrite such Mortgage LoanPurchased Assets. Agent Buyer may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third party acceptable third‑party underwriter to perform such underwriting. Borrower agrees to cooperate with Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Borrower. All costs and expenses incurred by Agent or Lender in connection with any Due Diligence Review pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrowerdo so.

Periodic Due Diligence Review. Borrower acknowledges that Administrative Agent has the right to perform continuing Due Diligence Reviews with respect to the Mortgage LoansProperties (including conducting lien searches), Parent SPE, Guarantor, Borrower, each Eligible Property Owner, Asset Managers, Sub-Asset Managers and the Pledged Equity, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five ten (510) Business DaysDay’s) prior notice to Borrower, or at any time upon the occurrence of a Default or Event of Default, Administrative Agent or its authorized representatives (including any third-party diligence providers contracted by Administrative Agent) will be permitted during customary normal business hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Property Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Properties in the possession possession, or under the control control, of Borrower Borrower, Asset Manager and/or the CustodianDiligence Agent. Borrower shall also shall make available to Administrative Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Property Files and the Mortgage LoansProperties. Without limiting the generality of the foregoing, Borrower acknowledges that Agent may consummate the Loans and Lenders shall make Revolving Loan Advances to Borrower based solely upon the information provided by Borrower to Agent them in the Mortgage Loan Data File and the representations, warranties and covenants contained herein, and that Administrative Agent, at its optionthe direction of the Required Lenders, has the right right, at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans Pledged Equity securing such LoanAdvances and/or any Properties, including including, without limitation limitation, ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating Properties. In addition, Administrative Agent has the information used to originate such Mortgage Loan. Agent may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter right to perform such underwritingcontinuing Due Diligence Reviews of Borrower, Asset Manager and their respective Affiliates, directors, officers, employees and significant shareholders. Borrower agrees to cooperate with and Administrative Agent further agree that all reasonable out-of-pocket costs and any third party underwriter expenses incurred by Administrative Agent in connection with such underwritingAdministrative Agent’s activities pursuant to this Section 13.18, including, but not limited to, providing Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Borrower. All reasonable out-of-pocket costs and expenses arising out of any diligence review conducted by third-party diligence providers contracted by Administrative Agent, shall be paid by Borrower except where this Loan Agreement otherwise expressly provides that any such actions of Administrative Agent shall be at the Lenders’ expense. Without limiting the foregoing, Borrower agrees that expenses to be paid or reimbursed by Borrower pursuant to this paragraph include all reasonable out-of-pocket costs and expenses (including reasonable fees and expenses of counsel), incurred by the Administrative Agent or Lender and the Diligence Agent in connection with monthly lien searches related to the Eligible Properties performed substantially in accordance with the lien search process set forth on Exhibit U attached hereto (it being understood that any Due Diligence Review pursuant failure to follow the lien search process set forth on Exhibit U does not relieve the Borrower from its obligation to pay the amounts set forth in this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrowersentence.

Periodic Due Diligence Review. Borrower acknowledges that Agent has the right to Buyer may perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansPurchased Assets, Seller and Affiliates of Seller, including ordering new third party reports, for purposes of of, among other things, verifying compliance with the representations, warranties warranties, ordering BPOs at any time during the term of this Agreement, covenants, agreements, duties, obligations and specifications made hereunder, under the Repurchase Documents or otherwise, . As often as commercially reasonable in Buyer’s judgment and Borrower agrees thatupon reasonable prior notice to Seller, unless a Default has occurred (or Event of Default exists, in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrower, Agent Buyer or its authorized representatives will be permitted may during customary normal business hours to inspect any properties and examine, inspect, inspect and make copies of the books and extracts ofrecords of Seller and Affiliates of Seller, the Mortgage Files Loan Documents and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower and/or the CustodianServicing Files. Borrower also Seller shall make available to Agent a Buyer one or more knowledgeable financial or accounting officer officers and representatives of the independent certified public accountants of Seller for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of Buyer concerning any of the foregoing, Borrower acknowledges that Agent . Seller shall make commercially reasonable efforts to cause Servicer to cooperate with Buyer by permitting Buyer to conduct reasonable due diligence reviews of the related Servicing Files. Buyer may consummate the Loans and make Revolving Loan Advances to Borrower purchase Purchased Assets from Seller based solely upon on the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Underwriting Materials and the representations, warranties warranties, duties, obligations and covenants contained herein, and that Agent, at its option, has the right Buyer may at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanPurchased Assets, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating regenerating the information used to originate and underwrite such Mortgage LoanPurchased Assets. Agent Buyer may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third acceptable third-party underwriter to perform such underwritingdo so. Borrower agrees to cooperate with Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent and any third party underwriter with access to any and Seller shall be responsible for all documents, records, agreements, instruments or information relating to such Mortgage Loans in of the possession, or under the control, of Borrower. All due diligence costs and expenses incurred by Agent or Lender Buyer; provided, that any due diligence expenses greater than $15,000 in connection with the aggregate in any Due Diligence Review pursuant to this Section 12.15 twelve (12) month period shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default existssubject to Seller’s prior approval, all such costs and expenses which approval shall not be borne by Borrowerunreasonably withheld.

Periodic Due Diligence Review. Borrower acknowledges Sellers acknowledge that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower agrees thatSellers agree that upon reasonable (but not less than one (1) Business Day) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSellers, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower Sellers and/or the Custodian. Borrower Sellers also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower acknowledges Sellers acknowledge that Agent Buyer may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Sellers based solely upon the information provided by Borrower Sellers to Agent Buyer in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including including, without limitation limitation, ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower agrees Sellers agree to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSellers. All such due diligence conducted in accordance with this Section shall be at the expense of Sellers and Sellers shall, jointly and severally, reimburse Buyer as and when billed for any reasonable out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review its activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If 11.12 (up to a limit of $40,000 per annum, unless a Default or an Event of Default existsshall have occurred, all such costs and expenses in which case there shall be borne by Borrowerno such limit), within thirty (30) days of receipt of an invoice therefor.

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Seller and the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, for the purpose of performing quality control review of the Mortgage Loans or otherwise, and Borrower Seller agrees thatthat upon reasonable (but no less than one (1) Business Day’s) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSeller, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, data, records, agreements, instruments or information relating to such Mortgage Loans (including, without limitation, quality control review) in the possession or under the control of Borrower Seller and/or the Custodian. Borrower Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including including, without limitation limitation, ordering Broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All Seller further agrees that Seller shall pay all out- of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower36 (“Due Diligence Costs”).

Periodic Due Diligence Review. The Borrower acknowledges that Agent the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay's) prior notice to the Borrower, Agent the Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Assets in the possession or under the control of the Borrower and/or the Custodian. The Borrower also shall make available to Agent the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage LoansAssets. Without limiting the generality of the foregoing, the Borrower acknowledges that Agent the Lender may consummate make Loans to the Loans and make Revolving Loan Advances to Borrower based solely upon the information provided by the Borrower to Agent the Lender in the Mortgage Loan Data File Asset Schedule and the -50- 57 representations, warranties and covenants contained herein, and that Agentthe Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans Assets securing such Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanAsset. Agent The Lender may underwrite such Mortgage Loans Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Borrower agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Assets in the possession, or under the control, of the Borrower. All The Borrower further agrees that the Borrower shall reimburse the Lender for any and all reasonable out-of-pocket costs and expenses incurred by Agent or the Lender in connection with any Due Diligence Review the Lender's activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists11.15. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower.[SIGNATURE PAGE FOLLOWS]

Periodic Due Diligence Review. Borrower The Servicer acknowledges that Agent the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Medallion Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunderhereunder or under the Loan Agreement, or otherwise, and Borrower the Servicer agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay's) prior notice to Borrowerthe Servicer (which prior notice shall not be required after the occurrence and during the continuation of a Default), Agent the Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Medallion Loan Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Medallion Loans in the possession or under the control of Borrower the Servicer and/or the Custodian. Borrower The Servicer also shall make available to Agent the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and Medallion Loan Files, the Mortgage Medallion Loans, the Borrowing Base or other related matters. Without limiting the generality of the foregoing, Borrower the Servicer acknowledges that Agent the Lender may consummate the Loans and make Revolving Loan Advances to the Borrower based solely upon the information provided by Borrower the Servicer to Agent in the Mortgage Loan Data File Lender and the representations, warranties and covenants contained herein, and that Agentthe Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Medallion Loans securing such LoanAdvance, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanMedallion Loans. Agent The Lender may underwrite such Mortgage Medallion Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting, provided that such third party underwriter shall agree in writing with the Borrower to maintain the confidentiality of the information reviewed and only to use such information in connection with its engagement by the Lender in connection with this Servicing Agreement or any other Loan Document. Borrower The Servicer agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Medallion Loans in the possession, or under the control, of Borrowerthe Servicer. All The Borrower shall reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by Agent or the Lender in connection with any Due Diligence Review the Lender's activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If 9.09 and Section 10.16 of the Loan Agreement; provided, however that, except if a Servicer Default or an Event of Default existshas occurred and is continuing, all such the Borrower shall not be required to reimburse the Lender for ongoing due diligence and monitoring costs and expenses shall be borne by Borrower.in excess of $20,000 for any calendar year. (SIGNATURE PAGE FOLLOWS)

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower Seller agrees that, that upon reasonable (but no less than three Business Days') prior notice to Seller unless a Default has Static Pool Event or an Event of Foreclosure shall have occurred (and be continuing, in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrower, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower Seller and/or the Custodian. Borrower Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All Seller shall pay all Due Diligence Costs; provided, that in the event that a Static Pool Event or an Event of Foreclosure shall have occurred, Seller shall reimburse Buyer for any and all reasonable out-of-pocket costs and expenses thereafter incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer's activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower26.

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Seller, Underlying Repurchase Counterparty and the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, for the purpose of performing quality control review of the Mortgage Loans or otherwise, and Borrower agrees thatupon reasonable (but no less than one (1) Business Day’s) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSeller, Agent Seller agrees to permit or shall cause Underlying Repurchase Counterparty to permit Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, data, records, agreements, instruments or information relating to such Mortgage Loans (including, without limitation, quality control review) in the possession or under the control of Borrower Seller, Underlying Repurchase Counterparty and/or the Custodian. Borrower Seller also shall make available or cause Underlying Repurchase Counterparty to Agent make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including including, without limitation limitation, ordering Broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate or cause Underlying Repurchase Counterparty to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All Seller further agrees that Seller shall pay all out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower36 (“Due Diligence Costs”).

Periodic Due Diligence Review. The Borrower acknowledges that Agent ----------------------------- the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay's) prior notice to Borrowerthe Borrower (which prior notice shall not be required after the occurrence and during the continuation of a Default), Agent the Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of the Borrower and/or the Custodian. The Borrower also shall make available to Agent the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Borrower acknowledges that Agent the Lender may consummate the Loans and make Revolving Loan Advances to the Borrower based solely upon the information provided by the Borrower to Agent in the Mortgage Loan Data File Lender and the representations, warranties and covenants contained herein, and that Agentthe Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanAdvance, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-re- generating the information used to originate such Mortgage Loan. Agent The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Borrower agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Borrower. All In addition, the Lender has the right to perform continuing Due Diligence Reviews of the Borrower, the Guarantor, and their respective Affiliates, directors, officers, employees and significant shareholders. The Borrower and Lender further agree that all out-of-pocket costs and expenses incurred by Agent or the Lender in connection with any Due Diligence Review the Lender's activities pursuant to this Section 12.15 11.16, shall be borne paid for as agreed by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrowerparties.

Periodic Due Diligence Review. Each of TFC and the Borrower acknowledges that Agent each of the Lender and the Insurer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansContracts, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each of TFC and the Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay's) prior notice to TFC or the Borrower, Agent as the case may be (which prior notice shall not be required after the occurrence and during the continuation of a Default), the Lender and the Insurer or its their respective authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Contracts Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Contracts in the possession or under the control of TFC, the Borrower and/or the CustodianCollateral Agent. Each of TFC and the Borrower also shall make available to Agent the Lender and the Insurer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Contracts Files and the Mortgage LoansContracts. Without limiting the generality of the foregoing, each of TFC and the Borrower acknowledges that Agent the Lender may consummate the Loans and make Revolving Loan Advances to the Borrower based solely upon the information provided by Borrower TFC or the Borrower, as the case may be, to Agent in the Mortgage Loan Data File Lender and the representations, warranties and covenants contained herein, and that Agenteach of the Lender and the Insurer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans Contracts securing such LoanAdvance, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanContracts. Agent The Lender may underwrite such Mortgage Loans Contracts itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each of TFC and the Borrower agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Contracts in the possession, or under the control, of TFC or the Borrower, as the case may be. All Each of TFC and the Borrower further agrees that TFC or the Borrower, as the case may be, shall reimburse the Lender or the Insurer, as applicable, for all out-of-pocket costs and expenses incurred by Agent the Lender or Lender the Insurer in connection with any Due Diligence Review the activities of the Lender or the Insurer pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower11.16.

Periodic Due Diligence Review. Borrower Each Credit Party acknowledges that the Administrative Agent and each Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, Collateral and the Credit Parties and Consolidated Subsidiaries of the foregoing for purposes of verifying compliance with the representations, warranties 128 warranties, covenants, agreements and specifications made hereunder, or otherwise, and Borrower each Credit Party agrees thatthat upon reasonable (but no less than three (3) Business Day) prior notice, unless a an Event of Default has occurred (shall have occurred, in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrowerthe Credit Parties, Agent as applicable, the Administrative Agent, the Lenders or its their authorized representatives will shall be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files Collateral and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Collateral, the Credit Parties and the Consolidated Subsidiaries of the foregoing in the possession or under the control of Borrower and/or the Custodianany Credit Party. Borrower Each Credit Party also shall make available to the Administrative Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files Collateral, the Credit Parties and the Mortgage Loans. Without limiting the generality Consolidated Subsidiaries of the foregoing, Borrower acknowledges that . Each Credit Party shall also make available to the Administrative Agent may consummate the Loans and make Revolving Loan Advances to Borrower based solely upon the information provided by Borrower to Agent in the Mortgage Loan Data File and the representations, warranties Lenders any accountants or auditors of any Credit Party to answer any questions or provide any documents as the Administrative Agent or the Lenders may require. The Borrowers shall pay all reasonable out-of-pocket costs and covenants contained herein, expenses incurred by the Administrative Agent and/or the Lenders in connection with the Administrative Agent’s and the Lenders’ activities pursuant to this Section (“Due Diligence Costs”). The Credit Parties acknowledge that Agent, at its option, the Administrative Agent has the right at any time to conduct a partial or complete due diligence review on some or all aspects of the Mortgage Loans securing Collateral and the Asset Value thereof, which review shall occur no less than quarterly and such Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent reviews may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower agrees to cooperate with Agent and any third party underwriter result in connection with such underwriting, including, but not limited to, providing Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or mandatory prepayments under the control, of Borrower. All costs and expenses incurred by Agent or Lender in connection with any Due Diligence Review pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower2.5.

Periodic Due Diligence Review. The Borrower acknowledges that the Agent has and each Lender have the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees thatthat on a monthly basis, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrower, the Agent or its authorized representatives (including, without limitation, Arthxx Xxxexxxx xx any other independent accountants retained by the Agent at the expense of the Borrower) will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files Collateral Documents and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of the Borrower and/or the Custodian. The Borrower also shall make available to the Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files Collateral Documents and the Mortgage Loans. Without limiting the generality of the foregoing, the Borrower acknowledges that the Agent and the Lenders may consummate make loans to the Loans and make Revolving Loan Advances to Borrower based solely upon the information provided by the Borrower to the Agent in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that the Agent, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties mortgaged properties and otherwise re-generating regenerating the information used to originate such Mortgage LoanLoans. The Agent may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Borrower agrees to cooperate with the Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Borrower. All The Borrower further agrees that the Borrower shall reimburse the Agent for any and all reasonable out-of-pocket costs and expenses incurred by the Agent or Lender in connection with any Due Diligence Review the Agent's activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower11.20.

Periodic Due Diligence Review. The Borrower acknowledges that Agent the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five three (53) Business DaysDay's, unless a Default shall have occurred and be continuing) prior notice to the Borrower, Agent the Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of the Borrower and/or the Custodian. Such Due Diligence Reviews by the Lender may be limited by the Borrower to two (2) Due Diligence Reviews per year unless a Default shall have occurred and be continuing. The Borrower also shall make available to Agent the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Borrower acknowledges that Agent the Lender may consummate make Loans to the Loans and make Revolving Loan Advances to Borrower based solely upon the information provided by the Borrower to Agent the Lender in the Mortgage Loan Data File Tape and the representations, warranties and covenants contained herein, and that Agentthe Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Borrower agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Borrower. All The Borrower further agrees that the Borrower shall reimburse the Lender for any and all out-of-pocket costs and expenses incurred by Agent or the Lender in connection with any Due Diligence Review the Lender's activities pursuant to this Section 12.15 11.15 ("Due Diligence Costs"); provided that such Due Diligence Costs shall be borne by Agent or Lender so long as no Default exists. If not exceed $4,500 per year unless a Default or an Event of Default exists, all such costs shall have occurred and expenses shall be borne by Borrowercontinuing (the "Due Diligence Cap").

Periodic Due Diligence Review. Borrower Seller acknowledges that Agent Buyer has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Seller and the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, for the purpose of performing quality control review of the Mortgage Loans or otherwise, and Borrower Seller agrees thatthat upon reasonable (but no less than one (1) Business Day’s) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSeller, Agent Buyer or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, data, records, agreements, instruments or information relating to such Mortgage Loans (including, without limitation, quality control review) in the possession or under the control of Borrower Seller and/or the Custodian. Borrower Seller also shall make available to Agent Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Agent Buyer may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Agent Buyer in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentBuyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including including, without limitation limitation, ordering Broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate with Agent Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All Seller further agrees that Seller shall pay all out-of-pocket costs and expenses incurred by Agent or Lender Buyer in connection with any Due Diligence Review Buyer’s activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower36 (“Due Diligence Costs”).

Periodic Due Diligence Review. Borrower Each Credit Party acknowledges that the Administrative Agent and each Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage LoansCollateral (including, but not limited to, appraisals of the Underlying Mortgaged Property) and the Credit Parties and Consolidated Subsidiaries of the foregoing for purposes of verifying compliance with the representations, warranties warranties, covenants, agreements and specifications made hereunder, or otherwise, and Borrower each Credit Party agrees thatthat upon reasonable (but no less than three (3) Business Day) prior notice, unless a an Event of Default has occurred (shall have occurred, in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrowerthe Credit Parties, Agent as applicable, the Administrative Agent, the Lenders or its their authorized representatives will shall be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files Collateral and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Collateral, the Credit Parties and the Consolidated Subsidiaries of the foregoing in the possession or under the control of Borrower and/or the Custodianany Credit Party. Borrower Each Credit Party also shall make available to the Administrative Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files Collateral, the Credit Parties and the Mortgage Loans. Without limiting the generality Consolidated Subsidiaries of the foregoing, Borrower acknowledges that . Each Credit Party shall also make available to the Administrative Agent may consummate the Loans and make Revolving Loan Advances to Borrower based solely upon the information provided by Borrower to Agent in the Mortgage Loan Data File and the representationsLenders any accountants or auditors of any Credit Party to answer any questions or provide any documents as the Administrative Agent or the Lenders may require. The Borrowers shall pay all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and/or the Lenders in connection with the Administrative Agent’s and the Lenders’ activities pursuant to this Section (“Due Diligence Costs”); provided however, warranties and covenants contained herein, and that Agent, at its option, the Borrowers’ obligations to pay for any appraisals of the Underlying Mortgaged Property shall be limited to the cost of two appraisals per Underlying Property in 128 any three year period. The Credit Parties acknowledge that the Administrative Agent has the right at any time to conduct a partial or complete due diligence review on some or all aspects of the Mortgage Loans securing Collateral and the Asset Value thereof, which review shall occur no less than quarterly and such Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent reviews may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower agrees to cooperate with Agent and any third party underwriter result in connection with such underwriting, including, but not limited to, providing Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or mandatory prepayments under the control, of Borrower. All costs and expenses incurred by Agent or Lender in connection with any Due Diligence Review pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower2.5.

Periodic Due Diligence Review. Borrower Each Seller acknowledges that each Buyer, each Group Agent has and Administrative Agent have the right to perform separate continuing Due Diligence Reviews due diligence reviews with respect to the Sellers and the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower each Seller agrees thatthat upon reasonable (but no less than one (1) Business Day’s) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSellers, any Buyer, any Group Agent, Administrative Agent or its their authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Borrower Sellers and/or the Custodian. Borrower Sellers also shall make available to Buyers, Group Agents and Administrative Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower each Seller acknowledges that Administrative Agent on behalf of Buyers may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Sellers based solely upon the information provided by Borrower Sellers to Buyers, Group Agents and Administrative Agent in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that any Buyer, any Group Agent and Administrative Agent, at its their option, has have the right at any time to conduct a partial or complete separate due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including including, without limitation limitation, ordering Broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent Such Person may underwrite such Mortgage Loans itself themselves or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Each Seller agrees to cooperate with Buyers, Group Agents, Administrative Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyers, Group Agents, Administrative Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSellers. All Each Seller further agrees that Sellers shall pay all out-of-pocket costs and expenses incurred by each Buyer, each Group Agent or Lender and Administrative Agent in connection with any Due Diligence Review such Buyer’s, such Group Agent’s or Administrative Agent’s activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower36 (“Due Diligence Costs”).

Periodic Due Diligence Review. Borrower Seller acknowledges that Administrative Agent has and Buyers have the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Seller, Underlying Repurchase Counterparty, Servicer and the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, for the purpose of performing quality control review of the Mortgage Loans or otherwise, and Borrower agrees thatupon reasonable (but no less than one (1) Business Day’s) prior notice unless an Event of Default shall have occurred, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to BorrowerSeller, Agent Seller agrees to permit or its shall cause Underlying Repurchase Counterparty to permit Administrative Agent, Buyers or their authorized representatives will be permitted during customary normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, data, records, agreements, instruments or information relating to such Mortgage Loans (including, without limitation, quality control review) in the possession or under the control of Borrower Seller, Underlying Repurchase Counterparty, Servicer and/or the Custodian. Borrower Seller also shall make available or cause Underlying Repurchase Counterparty to make available to Administrative Agent and Buyers a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Borrower Seller acknowledges that Administrative Agent and Buyers may consummate the purchase Mortgage Loans and make Revolving Loan Advances to Borrower from Seller based solely upon the information provided by Borrower Seller to Administrative Agent and Buyers in the Mortgage Loan Data File Schedule and the representations, warranties and covenants contained herein, and that AgentAdministrative Agent or Buyers, at its their option, has have the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loanpurchased in a Transaction, including including, without limitation limitation, ordering Broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Administrative Agent or Buyers may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Seller agrees to cooperate or cause Underlying Repurchase Counterparty to cooperate with Agent Administrative Agent, Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent Administrative Agent, Buyers and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of BorrowerSeller. All Seller further agrees that Seller shall pay all out-of-pocket costs and expenses incurred by Administrative Agent or Lender and Buyers in connection with any Due Diligence Review Administrative Agent’s and Buyers’ activities pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower36 (“Due Diligence Costs”).

Periodic Due Diligence Review. Borrower acknowledges Each of the Borrowers acknowledge ----------------------------- that Agent the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Eligible Mortgage LoansLoans and any Eligible Securities, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower each of the Borrowers agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay's) prior notice to such Borrower, Agent the Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, and make make, at the Lender's expense, copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such any Eligible Mortgage Loans and any Eligible Securities in the possession or under the control of such Borrower and/or the Custodian. Borrower Each of the Borrowers shall also shall make available to Agent the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files Files, the Eligible Security Files, the Eligible Securities and the Eligible Mortgage Loans. Without limiting the generality of the foregoing, Borrower the Borrowers hereby acknowledges that Agent the Lender may consummate make Loans to the Loans and make Revolving Loan Advances to Borrower Borrowers based solely upon the information provided by Borrower the Borrowers to Agent the Lender in the Eligible Mortgage Loan Data File Tape and the representations, warranties and covenants contained herein, and that Agentthe Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Eligible Mortgage Loans and any Eligible Securities securing such Loan, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-re- generating the information used to originate such Eligible Mortgage LoanLoan or underwrite such Eligible Security. Agent The Lender may underwrite such Eligible Mortgage Loans or Eligible Securities itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Borrower Each of the Borrowers agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, underwriting reports, instruments or information relating to such Eligible Mortgage Loans or Eligible Securities in the possession, or under the control, of Borrower. All costs and expenses incurred by Agent or Lender in connection with any Due Diligence Review pursuant to this Section 12.15 shall be borne by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by Borrower.

Periodic Due Diligence Review. The Borrower acknowledges that Agent the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to any or all of the Mortgage LoansLoans or Related Parties, as desired by the Lender from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees that, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than five (5) Business Days) prior notice to Borrower, Agent that the Lender or its authorized representatives will be permitted during customary normal business hours on any business day to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession possession, or under the control control, of Borrower and/or the Borrower, the Company or the Custodian. The Borrower also shall make available to Agent the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Borrower acknowledges that Agent may consummate the Loans and Lender shall make Revolving Loan Advances to the Borrower based solely upon the information provided by the Borrower to Agent the Lender in the Mortgage Loan Data File Transmission and the representations, warranties and covenants contained herein, and that Agentthe Lender, at its option, has the right right, at any time time, to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such LoanAdvance, including including, without limitation limitation, ordering new credit reports and reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Borrower agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Borrower. All In addition, the Lender has the right to perform continuing due diligence reviews of the Borrower and its Affiliates, directors, officers, employees and significant shareholders. The Borrower and Lender further agree that all out-of-pocket costs and expenses incurred by Agent or the Lender in connection with any Due Diligence Review the Lender's reunderwriting of Mortgage Loans pursuant to this Section 12.15 11.16 shall be borne paid by Agent or Lender so long as no Default exists. If a Default or an Event of Default exists, all such the Borrower; provided that the amount to be reimbursed does not exceed the costs and expenses which are usual and customary in the mortgage industry for third-party loan reunderwriting firms. In addition, the Borrower shall be borne pay the Lender a fee of $1,500 per day (in addition to any out-of-pocket expenses incurred by Borrowerthe Lender or a Lender-Related Party) for any due diligence reviews that the Lender or any Lender-Related Party conducts a due diligence review pursuant to this Section 11.16.

Periodic Due Diligence Review. The Borrower acknowledges that Agent ----------------------------- the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Borrower agrees that, unless a Default has occurred (in which case no notice is required), that upon reasonable (but no less than five one (51) Business DaysDay's) prior notice to the Borrower, Agent the Lender or its authorized representatives will be permitted during customary normal business hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession possession, or under the control control, of the Borrower and/or the Custodian. The Borrower also shall make available to Agent the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Borrower acknowledges that Agent may consummate the Lender shall make Loans and make Revolving Loan Advances to the Borrower based solely upon the information provided by the Borrower to Agent the Lender in the Mortgage Loan Data File Tape and the representations, warranties and covenants contained herein, and that Agentthe Lender, at its is option, has the right right, at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Loan, including including, without limitation limitation, ordering new credit reports and reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Agent The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Borrower agrees to cooperate with Agent the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Borrower. All The Borrower further agrees that the Borrower shall reimburse the Lender for any and all out-of-pocket costs and expenses incurred by Agent or the Lender in connection with any Due Diligence Review the Lender's activities pursuant to this Section 12.15 shall be borne by Agent or Lender 11.15; provided that so long as no Default existsshall have occurred or be continuing, the Borrower shall not be required to pay the Lender's due diligence costs in excess of $15,000 incurred over any 180 day period. If a Default The Lender agrees to provide to the Borrower copies of any and all documents resulting from the underwriting of the Mortgage Loans by the Lender or an Event of Default exists, all such costs and expenses shall be borne third party engaged by Borrowerthe Lender.