Common use of Periodic Due Diligence Review Clause in Contracts

Periodic Due Diligence Review. The Borrowers acknowledge that the Lender 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 each Borrower agrees that upon reasonable (but no less than one (1) Business Day's) prior notice to such Borrower, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make 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 such Borrower and/or the Custodian. The Borrowers also shall make available to 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 the Lender shall make Advances to the Borrowers based solely upon the information provided by the Borrowers to the Lender in the Mortgage Loan Data Transmission and the representations, warranties and covenants contained herein, and that the 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 Advance, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. 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 the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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. 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 the Lender in connection with the Lender's activities pursuant to this Section 10.16 shall be paid for as agreed by such parties.

Periodic Due Diligence Review. The Borrowers acknowledge Borrower acknowledges that the Lender Agent and the Security Trustee has the right to perform continuing due diligence reviews (a "Due Diligence 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 each the Borrower agrees that upon reasonable (but no less than one five (15) Business Day'sDays) prior notice to such Borrowerthe Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case no notice shall be required), the Lender Agent and the Security Trustee or its authorized authorised representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the control, control of such the Borrower and/or the Custodian. The Borrowers Borrower also shall make available to the Lender 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 each Borrower acknowledges that the Lender shall Lenders may make Advances the Loans to the Borrowers Borrower based solely upon the information provided by the Borrowers Borrower to the Lender in the Mortgage Loan Data Transmission Agent and the representations, warranties and covenants contained herein, and that the LenderAgent, 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 Collateral Files securing such Advancethe Secured Obligations, including, including without limitation, limitation ordering new credit reports, 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 Lender Agent may underwrite such Mortgage Loans the Eligible Collateral itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each The Borrower agrees to cooperate with the Lender Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such the Borrower. In addition, The Borrower further agrees that the Lender has Borrower shall reimburse the right to perform continuing Due Diligence Reviews of each Borrower Agent and its Affiliates, directors, officers, employees the Security Trustee for any and significant shareholders. The Borrowers and Lender further agree that all out-of-pocket costs and expenses incurred by the Lender Agent and the Security Trustee in connection with the Lender's their respective activities pursuant to this Section 10.16 Clause 33.2. Provided that the Borrower shall be paid for as agreed not reimburse the Agent in respect of any Due Diligence Review carried out in respect of the origination of any item of Collateral, sourced or provided by such parties.MS & Co.

Periodic Due Diligence Review. The Borrowers acknowledge Borrower acknowledges that the Lender has the right to perform continuing 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 each Borrower agrees that upon Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Collateral securing the Loans, including, without limitation, ordering new credit reports and Appraisals on the applicable Collateral and otherwise regenerating the information used to originate such Eligible Collateral. Upon reasonable (but no less than one (1) Business Day's) prior notice to such Borrower, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the control, control of such Borrower and/or the Custodian. The Borrowers Borrower also shall make available to the Lender 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 each Borrower acknowledges that the Lender shall make Advances to the Borrowers based solely upon the information provided by the Borrowers to the Lender in the Mortgage Loan Data Transmission and the representations, warranties and covenants contained herein, and that the 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 Advance, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. 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 the Lender and any third party underwriter designated by Lender in connection with such underwriting, including, but not limited to, providing the 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 such Borrower. In addition, the Borrower further agrees that Borrower shall reimburse Lender has the right to perform continuing Due Diligence Reviews of each Borrower for any 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 the Lender in connection with the Lender's activities pursuant to this Section 10.16 shall be paid for as agreed by such parties11.15.

Periodic Due Diligence Review. The Borrowers acknowledge Borrower acknowledges that the Lender 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 each Borrower agrees that that, unless a Default has occurred (in which case no notice is required), upon reasonable (but no less than one five (15) Business Day'sDays) prior notice to such Borrower, the Lender Agent or its authorized representatives will be permitted during normal customary business hours to examine, inspect, and make copies of, and make 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. The Borrowers Borrower also shall make available to the Lender 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, the each Borrower acknowledges that Agent may consummate the Lender shall Loans and make Revolving Loan Advances to the Borrowers Borrower based solely upon the information provided by the Borrowers Borrower to the Lender Agent in the Mortgage Loan Data Transmission File and the representations, warranties and covenants contained herein, and that the LenderAgent, 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 AdvanceLoan, including, including without limitation, limitation ordering new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender 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 Lender Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such Borrower. 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 All costs and expenses incurred by the Agent or Lender in connection with the Lender's activities any Due Diligence Review pursuant to this Section 10.16 12.15 shall be paid for borne by Agent or Lender so long as agreed no Default exists. If a Default or an Event of Default exists, all such costs and expenses shall be borne by such partiesBorrower.

Periodic Due Diligence Review. The Borrowers acknowledge Each Seller Party and Guarantor acknowledges that the Lender has Administrative Agent and Buyers have the right to perform continuing 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 each Borrower Seller Party agrees that upon reasonable (but no less than one two (12) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such Borrowerany Seller Party, the Lender Administrative Agent, Buyers or its their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the controlcontrol of a Seller Party, of such Borrower a Servicer, the Guarantor and/or the Custodian. The Borrowers Each Seller Party also shall make available to the Lender 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, the each Borrower Seller Party acknowledges that the Lender shall make Advances to the Borrowers Administrative Agent and Buyers may purchase Purchased Assets and Contributed Assets from a Seller Party based solely upon the information provided by the Borrowers such Seller Party to the Lender Administrative Agent and Buyers in the Mortgage Loan Data Transmission Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderAdministrative Agent or Buyers, at its their option, has have 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 AdvancePurchased Assets and Contributed Assets purchased in a Transaction, including, without limitation, ordering BPOs, new credit reports, 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. The Lender 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. Each Borrower Seller Party agrees to cooperate with the Lender Administrative Agent, Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller Parties. 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 Each Seller Party further agree agrees that Seller Parties shall pay all out-of-pocket costs and expenses incurred by the Lender Administrative Agent and Buyers in connection with the Lender's Administrative Agent’s and Buyers’ activities pursuant to this Section 10.16 shall be paid for as agreed by such parties34.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Seller Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, including without limitation, limitation ordering new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Buyer shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the LenderBuyer's activities pursuant to this Section 10.16 26 ("Due Diligence Costs"); provided that,(i) in the event that a Default or an Event of Default shall be paid 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 as agreed all Due Diligence Costs for any and all reasonable out-of-pocket costs and expenses incurred by such partiesBuyer in connection with Buyer's activities pursuant to this Section 26.

Periodic Due Diligence Review. The Borrowers acknowledge that the Lender has the right to Buyer may perform continuing 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 each Borrower agrees that upon . Upon reasonable (but no less than one (1) Business Day's) prior notice to such Borrowerthe applicable Seller, the Lender unless a Default or Event of Default exists, in which case no notice is required, Buyer or its authorized representatives will be permitted may during normal business hours to inspect any properties and examine, inspect, inspect and make copies ofof the books and records of such Seller, Guarantor, Interim Servicer and make extracts ofManager, 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 such Borrower and/or the CustodianPurchased Assets. The Borrowers also Each Seller shall make available to the Lender 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, the each Borrower acknowledges that the Lender shall make Advances to the Borrowers Servicing Files. Buyer may purchase Purchased Assets from a Seller based solely upon on the information provided by the Borrowers such Seller to the Lender Buyer in the Mortgage Loan Data Transmission Underwriting Package and the representations, warranties warranties, duties, obligations and covenants contained herein, and that the Lender, 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 AdvancePurchased Assets, including, without limitation, including ordering new credit reports, 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. The Lender 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. Each Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwritingSeller shall reimburse Buyer for all actual, including, but not limited to, providing 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. 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 pocket, third-party costs and expenses incurred by the Lender in connection with the Lender's activities pursuant to described in this Section 10.16 shall be paid for as agreed by such parties18.20, subject to an annual, calendar year dollar cap of $30,000.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice to Seller (provided that upon the occurrence of a Default or an Event of Default, no such Borrowerprior notice shall be required), the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make 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, or under the control, of such Borrower Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender Buyer shall make Advances to the Borrowers purchase Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 AdvancePurchased Loans, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. In addition, the Lender Buyer has the right to perform continuing Due Diligence Reviews (including, without limitation, operational, legal, corporate and background due diligence) of each Borrower Seller and its Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholdersshareholders thereof. The Borrowers Seller and Lender Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 44 shall be paid for as agreed by such partiesSeller.

Periodic Due Diligence Review. The Borrowers acknowledge that the Lender has the right to Buyer may perform continuing 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 each Borrower agrees that upon . Upon reasonable (but no less than one (1) Business Day's) prior notice to such BorrowerSeller, the Lender unless a Default or Event of Default exists, in which case no notice is required, Buyer or its authorized representatives will be permitted may during normal business hours to inspect any properties and examine, inspect, inspect and make copies of, of the books and make 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 such Borrower and/or the CustodianServicing Files. The Borrowers also Seller shall make available to the Lender 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, the each Borrower acknowledges that the Lender shall make Advances subject to the Borrowers Section 13.02. Buyer may purchase Purchased Assets from Seller based solely upon on the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Underwriting Package and the representations, warranties warranties, duties, obligations and covenants contained herein, and that the Lender, 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 AdvancePurchased Assets, including, without limitation, including ordering new credit reports, 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. The Lender Buyer may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third acceptable third-party underwriter to perform such underwriting. Each Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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. 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 the Lender in connection with the Lender's activities pursuant to this Section 10.16 shall be paid for as agreed by such partiesdo so.

Periodic Due Diligence Review. The Borrowers acknowledge Borrower acknowledges that the Lender has the right to perform continuing 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 each Borrower agrees that upon reasonable (but no less than five (5) Business Days’) prior notice to Borrower (or, during the continuance of an Event of Default, not less than one (1) Business Day's) ’s prior notice to such Borrowernotice), the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the control, control of such Borrower and/or the Custodianat their respective normal locations. The Borrowers Borrower also shall make available to the 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, the each Borrower acknowledges that the Lender shall make Advances to the Borrowers based solely upon the information provided by the Borrowers to the Lender in the Mortgage Loan Data Transmission and the representations, warranties and covenants contained herein, and that the Lender, at its option, has the right, at any time right to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such AdvanceAsset, including, including without limitation, limitation ordering new credit reports, reports and new appraisals on the related Mortgaged Properties Property and otherwise re-generating the information used to originate such Mortgage LoanAsset. The Except as provided herein, Borrower further agrees that Borrower shall reimburse 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 the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender and any third party underwriter with access to any and for all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of such Borrower. 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 reasonable out-of-pocket costs and expenses incurred by the Lender in connection with the Lender's ’s activities pursuant to this Section 10.16 11.16 performed during the continuance of an Event of Default or 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 inspections shall be paid for as agreed by such partiesat 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. The Borrowers acknowledge that the Lender has the right to Buyer may perform continuing 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 each Borrower agrees that upon . Upon reasonable (but no less than one (1) Business Day's) prior notice to such BorrowerSeller, the Lender unless a Default or Event of Default has occurred and is continuing, in which case no notice is required, Buyer or its authorized representatives will be permitted may during normal business hours to inspect any properties and examine, inspect, inspect and make copies ofof the books and records of Seller, Pledgor, Originator and make extracts ofGuarantor, 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 such Borrower and/or the CustodianServicing Files. The Borrowers also Seller shall make available to the Lender 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, the each Borrower acknowledges however, that the Lender unless a Default or Event of Default has occurred and is continuing, such right of inspection shall make Advances be limited to the Borrowers two (2) inspections per calendar year. Buyer may purchase Purchased Assets from Seller based solely upon on the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Underwriting Package and the representations, warranties warranties, duties, obligations and covenants contained herein, and that the Lender, 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 AdvancePurchased Assets, including, without limitation, including ordering new credit reports, 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. The Lender Buyer may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third acceptable third-party underwriter to perform such underwriting. Each Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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. 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 the Lender in connection with the Lender's activities pursuant to this Section 10.16 shall be paid for as agreed by such partiesdo so.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one five (15) Business Day'sDays) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Seller Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, including without limitation, limitation ordering new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Buyer shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 26 (“Due Diligence Costs”); provided that, (i) in the event that a Default or an Event of Default shall be paid 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 as agreed all Due Diligence Costs for any and all reasonable out-of-pocket costs and expenses incurred by such partiesBuyer in connection with Buyer’s activities pursuant to this Section 26.

Periodic Due Diligence Review. The Borrowers acknowledge Borrower acknowledges that the Lender 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 each the Borrower agrees that upon reasonable (but no less than one (1) Business Day's) prior notice to such the Borrower, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make 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 such the Borrower and/or the Custodian. The Borrowers Borrower also shall make available to 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 the Lender shall make Advances to the Borrowers Borrower based solely upon the information provided by the Borrowers Borrower to the Lender in the Mortgage Loan Data Transmission and the representations, warranties and covenants contained herein, and that the 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 Advance, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each The Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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 the Borrower. In addition, the Lender has the right to perform continuing Due Diligence Reviews of each the Borrower and its Affiliates, directors, officers, employees and significant shareholders. The Borrowers Borrower and Lender further agree that all out-of-pocket costs and expenses incurred by the Lender in connection with the Lender's activities pursuant to this Section 10.16 11.16 shall be paid for as agreed by such parties.

Periodic Due Diligence Review. The Borrowers acknowledge Each Seller acknowledges that the Lender Buyer has the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one three (13) Business Day'sDays) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker’s price opinions, new credit reports, 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. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 shall be paid for as agreed by such parties34 (“Due Diligence Costs”).

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing 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 each Borrower agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Seller agrees to permit or shall cause Underlying Repurchase Counterparty to permit Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the controlcontrol of Seller, of such Borrower Underlying Repurchase Counterparty, Servicer and/or the Custodian. The Borrowers Seller also shall make available or cause Underlying Repurchase Counterparty to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker’s price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate or cause Underlying Repurchase Counterparty to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 shall be paid for as agreed by such parties36 (“Due Diligence Costs”).

Periodic Due Diligence Review. The Borrowers acknowledge Guarantor and each Borrower acknowledges that the Lender and each of Lender’s participants in any Advance has the right to perform continuing 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 upon reasonable (but no less than one (1) Business Day's) prior notice to such BorrowerGuarantor (unless Forbearance Default shall have occurred, the in which case prior notice shall not be required), Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies (including electronic copies) of, and make 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, or under the control, of Guarantor, such Borrower and/or the Custodianor any custodian. The Borrowers Guarantor and each Borrower also shall make available to the 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, the Guarantor and each Borrower acknowledges acknowledge that the Lender shall make Advances to the Borrowers based solely upon the information provided by the Borrowers to the Lender in the Mortgage Loan Data Transmission and the representations, warranties and covenants contained herein, and that the 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 AdvanceCollateral, including, without limitation, ordering new credit 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. The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Guarantor and each Borrower agrees agree to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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 Guarantor or such Borrower. In addition, the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews of Guarantor, each Borrower and its their respective Affiliates, Subsidiaries, directors, officers, employees and significant shareholders. The Borrowers Guarantor, each Borrower and Lender further agree that all out-of-pocket costs and expenses incurred by the Lender in connection with the Lender's ’s activities pursuant to this Section 10.16 shall be paid for as agreed by Guarantor or such partiesBorrower.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Seller Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, including without limitation, limitation ordering new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Buyer shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 28 (“Due Diligence Costs”); provided that, (i) in the event that a Default or an Event of Default shall be paid 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 as agreed all Due Diligence Costs for any and all reasonable out-of-pocket costs and expenses incurred by such partiesBuyer in connection with Buyer’s activities pursuant to this Section 28.

Periodic Due Diligence Review. The Borrowers acknowledge 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 the Lender each Buyer has the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's) prior notice to such BorrowerSeller, the Lender each Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the control, Seller’s control and/or the control of such Borrower and/or the Servicer or the Custodian. The Borrowers Each Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers each Buyer may enter into Transactions with such Seller based solely upon the information provided by the Borrowers such Seller to the Lender such Buyer in the a Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the Lendereach Buyer, 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 Purchased Assets subject to such AdvanceTransaction, including, including without limitation, but subject to the requirements of applicable law, ordering new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanPurchased Assets. The Lender Each Buyer may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third third-party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender each Buyer and any third third-party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 the above referenced information in electronic format to such Borrower. 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 the Lender in connection with the Lender's activities pursuant to this Section 10.16 shall be paid for as agreed by such partiesBuyer.

Periodic Due Diligence Review. The Borrowers acknowledge that the Lender has the right to Buyer may perform continuing 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 each Borrower agrees that upon . Upon reasonable (but no less than one (1) Business Day's) prior notice to such BorrowerSeller, the Lender unless a Default or Event of Default exists, in which case no notice is required, Buyer or its authorized representatives will be permitted may during normal business hours to inspect any properties and examine, inspect, inspect and make copies of, of the books and make 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 such Borrower and/or the CustodianServicing Files. The Borrowers also Seller shall make available to the Lender 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 each Borrower acknowledges that the Lender shall make Advances to the Borrowers Servicing Files. Buyer may purchase Purchased Assets from Seller based solely upon on the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Underwriting Package and the representations, warranties warranties, duties, obligations and covenants contained herein, and that the Lender, 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 AdvancePurchased Assets, including, without limitation, including ordering new credit reportsreports and new Appraisals (provided that, new appraisals 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. The Lender Buyer may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third acceptable third-party underwriter to perform such underwriting. Each Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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. 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 the Lender in connection with the Lender's activities pursuant to this Section 10.16 shall be paid for as agreed by such partiesdo so.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender has Administrative Agent and Buyers have the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one three (13) Business Day'sDays’) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Administrative Agent, Buyers or its their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the control, control of such Borrower Seller Parties and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that Administrative Agent and Buyers may purchase Purchased Assets and the Lender shall make Advances Contributed REO Properties or enter into Transactions with respect to the Borrowers Transaction Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Administrative Agent and Buyers in the Mortgage Loan Data Transmission Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderAdministrative Agent or Buyers, at its their option, has have 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 AdvancePurchased Assets, Contributed REO Properties and Repurchase Assets purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating re‑generating the information used to originate such Transaction Mortgage Loan. The Lender 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. Each Borrower Seller agrees to cooperate with the Lender Administrative Agent, Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all out-of-pocket out‑of‑pocket costs and expenses incurred by the Lender Administrative Agent and Buyers in connection with the Lender's Administrative Agent’s and Buyers’ activities pursuant to this Section 10.16 34; provided that Administrative Agent shall be paid for as agreed by such partiesnotify Seller of any due diligence expenses in excess of $25,000 per annum.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker’s price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 35 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall be paid not exceed the Due Diligence Cap per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence, at the sole expense of Seller without regard to the dollar limitation set forth herein. [***] Confidential treatment has been requested for as agreed by such partiesthe bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Periodic Due Diligence Review. The Borrowers Loan Parties acknowledge that the Lender 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 each Borrower agrees the Loan Parties agree that upon reasonable (but no less than one (1) Business Day's’s) prior notice to such Borrowerthe Borrower Representative, the Lender Agent or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 CustodianLoan Parties. The Borrowers Loan Parties also shall make available to the Lender 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, the each Borrower acknowledges Loan Parties acknowledge that the Lender shall Agent may make Advances Loans to the Borrowers Loan Parties based solely upon the information provided by the Borrowers Loan Parties to the Lender in the Mortgage Loan Data Transmission Agent and the representations, warranties and covenants contained herein, and that the LenderAgent, 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 AdvanceLoan, including, including without limitation, limitation ordering new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Agent may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower agrees The Loan Parties agree to cooperate with the Lender Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such Borrower. In addition, the Lender has the right to perform continuing Due Diligence Reviews of each Borrower and its Affiliates, directors, officers, employees and significant shareholdersLoan Parties. The Borrowers and Lender 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 Lender Agent in connection with the Lender's Agent’s activities pursuant to this Section 10.16 6.16, provided that Loan Parties shall not be paid for as agreed by responsible to reimburse Agent with respect to more than four (4) such partiesinspections per calendar year unless a Default or Event of Default shall have occurred.

Periodic Due Diligence Review. The Borrowers Sellers acknowledge that the Lender Buyer has the right to perform continuing 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 each Borrower agrees Sellers agree that upon reasonable (but no less than one ten (110) Business Day'sDays) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSellers, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the controlcontrol of Sellers, of such Borrower 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. The Borrowers Sellers also shall make available to the Lender 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, the each Borrower acknowledges Sellers acknowledge that the Lender shall make Advances to the Borrowers Buyer may purchase Purchased Assets from Sellers based solely upon the information provided by the Borrowers Sellers to the Lender Buyer in the Mortgage Loan Data Transmission Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 AdvancePurchased Assets purchased in a Transaction, including, without limitation, ordering Current Property Values, new credit reportsreports and new appraisals, new 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. The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower agrees Sellers agree to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSellers. 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 Sellers further agree that Sellers shall pay all reasonable and documented out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 34; provided, however, that Buyer shall be paid responsible for as agreed by the costs and expenses associated 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 partiesPurchased Assets and Mortgage Loans outside the scope of this Agreement.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender 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 each Borrower the Seller agrees that upon reasonable (but no less than one three (13) Business Day'sDays’) prior notice to the Seller (provided that upon the occurrence of a Default or an Event of Default, no such Borrowerprior notice shall be required), the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make 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, or under the control, of such Borrower the Seller and/or the Custodian. 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 Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that Buyer shall purchase Loans from the Lender shall make Advances to the Borrowers Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 AdvancePurchased Assets, including, without limitation, ordering new broker’s price opinions, new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower The Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such Borrowerthe Seller. In addition, the Lender Buyer has the right to perform continuing Due Diligence Reviews of each Borrower Purchased Assets for purposes of verifying compliance with the representations, warranties, covenants and its Affiliatesspecifications made hereunder or under any other Program Document, directors, officers, employees and significant shareholdersor otherwise. The Borrowers Seller and Lender Buyer further agree that all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 43 shall be paid for as agreed by such partiesthe Seller subject to the limitations of Section 23(b) of this Agreement and that, unless an Event of Default has occurred and is continuing, Buyer shall be limited to one (1) on-site visits in any calendar year.

Periodic Due Diligence Review. The Borrowers acknowledge Borrower acknowledges that the Lender 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 each the Borrower agrees that upon reasonable (but no less than one (1) Business Day's) prior notice to such the Borrower, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make 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 such the Borrower and/or the Custodian. The Borrowers Borrower also shall make available to 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 the Lender shall make Advances Loans to the Borrowers Borrower based solely upon the information provided by the Borrowers Borrower to the Lender in the Mortgage Loan Data Transmission Tape and the representations, warranties and covenants contained herein, and that the Lender, at its is 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 AdvanceLoan, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each The Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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 the Borrower. In addition, The Borrower further agrees that the Borrower shall reimburse the Lender has the right to perform continuing Due Diligence Reviews of each Borrower for any and its Affiliates, directors, officers, employees and significant shareholders. The Borrowers and Lender further agree that all out-of-of- pocket costs and expenses incurred by the Lender in connection with the Lender's activities pursuant to this Section 10.16 shall be paid for as agreed by such parties11.15.

Periodic Due Diligence Review. The Borrowers acknowledge that the Lender has the right to Buyer may perform continuing 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 each Borrower agrees that upon reasonable (but no less than one (1) Business Day's) prior notice to such BorrowerSellers, the Lender unless a Default or Event of Default exists, in which case no notice is required, Buyer or its authorized representatives will be permitted may during normal business hours to inspect any properties and examine, inspect, inspect and make copies of, of the books and make 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 such Borrower and/or the CustodianServicing Files. The Borrowers also Each Seller shall make available to the Lender 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, the each Borrower acknowledges that the Lender . Each Seller shall make Advances commercially reasonable efforts to cause Servicer to cooperate with Buyer by permitting Buyer to conduct reasonable due diligence reviews of the Borrowers related Servicing Files. Buyer may purchase Purchased Assets from any Seller or fund a Purchase Price Increase based solely upon on the information provided by the Borrowers such Seller to the Lender Buyer in the Mortgage Loan Data Transmission Underwriting Package and the representations, warranties warranties, duties, obligations and covenants contained herein, and that the Lender, 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 AdvancePurchased Assets or Underlying Assets, including, without limitation, including ordering new credit reports, 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. The Lender 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. Each Borrower agrees to cooperate with Sellers shall be responsible for all of the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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. 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 due diligence costs and expenses incurred by Buyer; provided, that any due diligence expenses greater than $15,000 in the Lender aggregate in connection with the Lender's activities pursuant to this Section 10.16 any twelve (12) month period shall be paid for as agreed by such partiessubject to Sellers’ prior approval, which approval shall not be unreasonably withheld.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's) prior notice to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the control, control of such Borrower Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may enter into transactions with Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Transaction Asset Tape and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 AdvanceTransaction Assets, including, including without limitation, limitation ordering new credit reports, 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. The Lender Buyer may underwrite such Mortgage Loans Transaction Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Buyer shall pay all out-of-pocket costs and expenses (including fees and expenses of counsel, if any) incurred by the Lender Buyer in connection with the LenderBuyer's activities pursuant to this Section 10.16 shall be paid for as agreed by such parties13.15.

Periodic Due Diligence Review. The Borrowers acknowledge Each Credit Party acknowledges that the Administrative Agent and each Lender has the right to perform continuing 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 each Borrower Credit Party agrees that upon reasonable (but no less than one (1) Business Day's) prior notice, unless an Event of Default shall have occurred, in which case no notice is required, to such Borrowerthe Credit Parties, as applicable, the Lender Administrative Agent, the Lenders or its their authorized representatives will shall be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the control, control of such Borrower and/or the Custodianany Credit Party. The Borrowers Each Credit Party also shall make available to the Lender 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, . Each Credit Party shall also make available to the each Borrower acknowledges 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 require. The Administrative Agent has the right to request appraisals for the Collateral and proposed Collateral and the Borrowers shall pay all costs related to any appraisals required by the Administrative Agent in connection with the Collateral or proposed Collateral. The Credit Parties acknowledge that the Lender shall make Advances to the Borrowers based solely upon the information provided by the Borrowers to the Lender in the Mortgage Loan Data Transmission and the representations, warranties and covenants contained herein, and that the Lender, at its option, Administrative Agent has the right, 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 Advance, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender reviews 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 Lender and any third party underwriter result in connection with such underwriting, including, but not limited to, providing 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 mandatory prepayments under the control, of such Borrower. 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 the Lender in connection with the Lender's activities pursuant to this Section 10.16 shall be paid for as agreed by such parties2.5.

Periodic Due Diligence Review. The Borrowers Borrower and Guarantor acknowledge that the Lender has the right to perform continuing 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 each Borrower agrees and Guarantor agree that upon reasonable (but no less than one five (15) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerBorrower or Guarantor, the Lender or its authorized representatives will be permitted during 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 of, and make extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Assets in the possession, possession or under the control, control of such Borrower and/or the Custodianor Guarantor. The Borrowers Borrower and Guarantor also shall make available to 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 each Borrower acknowledges and Guarantor acknowledge that the Lender shall may make Advances a Loan Advance related to the Borrowers any Assets from Borrower based solely upon the information provided by the Borrowers Borrower to the Lender in the Mortgage Loan Data Transmission Asset Schedule and the representations, warranties and covenants contained herein, and that the 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 Assets related to a Loan Advance, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties . Borrower and otherwise re-generating the information used to originate such Mortgage Loan. The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower agrees Guarantor agree to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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 such Borrower. 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 the Lender in connection with the Lender's activities pursuant to this Section 10.16 shall be paid for as agreed by such partiesor Guarantor.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the control, control of such Borrower Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may enter into transactions with Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Transaction Asset Tape and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 AdvanceTransaction Assets, including, including without limitation, limitation ordering new credit reports, 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. The Lender Buyer may underwrite such Mortgage Loans Transaction Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Buyer shall pay all out-of-pocket costs and expenses (including fees and expenses of counsel, if any) incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 shall be paid for as agreed by such parties12.15.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Asset Data Transmission Record and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker’s price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender 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. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 35 (“Due Diligence Costs”); provided that such Due Diligence Costs shall be paid for as agreed 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 such partiesBuyer 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 if a Default or Event of Default shall have occurred, in which case Buyer shall have the right to perform due diligence, at the sole expense of Seller without regard to the Due Diligence Cap.

Periodic Due Diligence Review. The Borrowers acknowledge that the Lender has the right to Buyer may perform continuing 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 each Borrower agrees that upon . Upon reasonable (but no less than one (1) Business Day's) prior notice to such BorrowerSeller, the Lender unless a Default or Event of Default exists, in which case no notice is required, Buyer or its authorized representatives will be permitted may during normal business hours to inspect any properties and examine, inspect, inspect and make copies of, of the books and make 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 such Borrower and/or the CustodianServicing Files. The Borrowers also Seller shall make available to the Lender 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 each Borrower acknowledges that the Lender shall make Advances to the Borrowers Servicing Files. Buyer may purchase Purchased Assets from Seller based solely upon on the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Underwriting Package and the representations, warranties warranties, duties, obligations and covenants contained herein, and that the Lender, 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 AdvancePurchased Assets, including, without limitation, including ordering new credit reports, 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. The Lender Buyer may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third acceptable third-party underwriter to perform such underwriting. Each Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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. 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 the Lender in connection with the Lender's activities pursuant to this Section 10.16 shall be paid for as agreed by such partiesdo so.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Asset Data Transmission Record and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker’s price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender 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. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 35 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall be paid for as agreed by such partiesnot exceed the Due Diligence Cap per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence, at the sole expense of Seller without regard to the dollar limitation set forth herein.

Periodic Due Diligence Review. (a) The Borrowers acknowledge Borrower acknowledges that the Lender Agent has the right to perform continuing 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 each the Borrower agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice to such Borrowerthe Borrower (which prior notice shall not be required after the occurrence and during the continuation of a Default), the Lender Agent or its authorized representatives (including independent audit and consulting firm specializing in securitization transactions) will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the controlcontrol of the Borrower, of such any other MF/Borrower Related Party and/or the Custodian. The Borrowers Borrower also shall make make, and cause each other MF/Borrower Related Party to make, available to the Lender 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 each Borrower acknowledges that the Lender shall may make Advances to the Borrowers Borrower based solely upon the information provided by the Borrowers Borrower to the Agent and the Lender in the Mortgage Loan Data Transmission and the representations, warranties and covenants contained herein, and that the LenderAgent, 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 Medallion Loans securing such Advance, including, including without limitation, limitation ordering new credit reports, new appraisals on the related Mortgaged Properties reports and otherwise re-generating the information used to originate such Mortgage LoanMedallion Loans. The Lender 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. Each The Borrower agrees to cooperate with the Lender Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such the Borrower. In addition, The Borrower shall reimburse the Lender has the right to perform continuing Due Diligence Reviews of each Borrower Agent for all fees and its Affiliates, directors, officers, employees and significant shareholders. The Borrowers and Lender further agree that all related out-of-pocket costs and expenses incurred by the Lender Agent in connection with the Lender's Agent’s activities pursuant to this Section 10.16 10.15 and Section 9.09 of the Servicing Agreement; provided, however, that, (i) the Borrower shall not be paid 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 agreed (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 such audit to 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 such partiesor on behalf of the Agent requiring additional audit work.

Periodic Due Diligence Review. The Borrowers Sellers acknowledge that the Lender Buyer has the right to perform continuing 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 each Borrower agrees the Sellers agree that upon reasonable (but no less than one (1) Business Day's’s) prior notice, unless an Event of Default shall have occurred in which case no notice is required, to such Borrowerthe Sellers, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the control, control of such Borrower the Sellers and/or the Custodian. The Borrowers Sellers also shall make available to the Lender 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, the each Borrower acknowledges Sellers acknowledge that the Lender shall make Advances to Buyer may purchase Mortgage Loans and REO Properties from the Borrowers Sellers based solely upon the information provided by the Borrowers Sellers to the Lender Buyer in the Mortgage Loan Data Transmission Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advanceand REO Properties purchased in a Transaction, including, without limitation, ordering BPO’s, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanLoans and REO Properties. The Lender Buyer may underwrite such Mortgage Loans and REO Properties itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower agrees The Sellers agree to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such Borrower. In addition, the Lender has the right to perform continuing Due Diligence Reviews of each Borrower and its Affiliates, directors, officers, employees and significant shareholdersSellers. The Borrowers and Lender Sellers further agree that the Sellers shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 36 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall be paid for as agreed by such partiesnot exceed $20,000 per calendar year unless a Default or Event of Default shall have occurred, in which event the Buyer shall have 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. The Borrowers acknowledge Each Seller Party and each Guarantor acknowledges that the Lender has Administrative Agent and Buyers have the right to perform continuing 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 each Borrower agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSellers, the Lender 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 normal business hours to examine, inspect, and make copies of, and make 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, possession or under the controlcontrol of Sellers, of such Borrower Guarantors, Underlying Repurchase Counterparty and/or the Custodian. The Borrowers Sellers also shall make available or cause Underlying Repurchase Counterparty to the Lender 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, the each Borrower Seller and each Guarantor acknowledges that the Lender shall make Advances Administrative Agent and Buyers may purchase Purchased Assets or enter into Transactions with respect to the Borrowers Contributed Assets from such Seller based solely upon the information provided by the Borrowers such Seller to the Lender Administrative Agent and Buyers in the Mortgage Loan Data Transmission Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderAdministrative Agent or Buyers, at its their option, has have 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 AdvancePurchased Assets and Repurchase Assets purchased in a Transaction, including, without limitation, ordering BPOs, new credit reports, 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. The Lender 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. Each Borrower Seller agrees to cooperate or cause Underlying Repurchase Counterparty to cooperate with the Lender Administrative Agent, Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Each Seller further agree agrees that Sellers shall pay all out-of-pocket costs and expenses incurred by the Lender Administrative Agent and Buyers in connection with the Lender's Administrative Agent’s and Buyers’ activities pursuant to this Section 10.16 shall be paid for as agreed by such parties36 (“Due Diligence Costs”).

Periodic Due Diligence Review. The Borrowers acknowledge Borrower acknowledges that the Lender 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 each the Borrower agrees that upon reasonable (but no less than one (1) Business Day's) prior notice to such the Borrower, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make 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 such the Borrower and/or the Custodian. The Borrowers Borrower also shall make available to 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 the Lender shall make Advances to the Borrowers Borrower based solely upon the information provided by the Borrowers Borrower to the Lender in the Mortgage Loan Data Transmission and the representations, warranties and covenants contained herein, and that the 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 Advance, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each The Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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 the Borrower. In addition, the Lender has the right to perform continuing Due Diligence Reviews of each the Borrower and its Affiliates, directors, officers, employees and significant shareholders. The Borrowers Borrower and Lender further agree that all out-of-pocket costs and expenses incurred by the Lender in connection with the Lender's activities pursuant to this Section 10.16 11.16 shall be paid for as agreed by such partiesthe Borrower.

Periodic Due Diligence Review. The Borrowers Sellers acknowledge that the Lender Buyer has the right to perform continuing 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 each Borrower agrees Sellers agree that upon reasonable (but no less than one three (13) Business Day'sDays’) prior notice to Sellers (provided that upon the occurrence of a Default or an Event of Default, no such Borrowerprior notice shall be required), the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make 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, or under the control, of such Borrower Sellers and/or the Custodian. The Borrowers Sellers also shall make available to the Lender 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, the each Borrower acknowledges Sellers acknowledge that the Lender Buyer shall make Advances to the Borrowers purchase Loans and Certificates from Sellers based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 AdvanceLoans, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loanthe related Loans. The Lender Buyer may underwrite such Mortgage the related Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower agrees Sellers agree to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSellers. In addition, the Lender Buyer has the right to perform continuing Due Diligence Reviews (including, without limitation, operational, legal, corporate and background due diligence) of each Borrower Sellers and its Affiliates, Guarantor and their directors, and their respective Subsidiaries and the officers, employees and significant shareholdersshareholders thereof. The Borrowers Sellers and Lender Buyer further agree that all reasonable and documented out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 43 shall be paid for as agreed by Sellers; provided that, in the absence of a Default or an Event of Default, any such partiescosts and expenses payable by Sellers shall not 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. The Borrowers acknowledge Seller acknowledges that the Lender 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 each Borrower the Seller agrees that upon reasonable (but no less than one three (13) Business Day'sDays’) prior notice to the Seller (provided that upon the occurrence of a Default or an Event of Default, no such Borrowerprior notice shall be required), the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make 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, or under the control, of such Borrower the Seller and/or the Custodian. 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 Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that Buyer shall purchase Loans from the Lender shall make Advances to the Borrowers Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 AdvancePurchased Assets, including, without limitation, ordering new broker’s price opinions, new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower The Seller agrees to cooperate with the Lender Xxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such Borrowerthe Seller. In addition, the Lender Xxxxx has the right to perform continuing Due Diligence Reviews of each Borrower Purchased Assets for purposes of verifying compliance with the representations, warranties, covenants and its Affiliatesspecifications made hereunder or under any other Program Document, directors, officers, employees and significant shareholdersor otherwise. The Borrowers Seller and Lender Buyer further agree that all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 43 shall be paid for as agreed by such partiesthe Seller subject to the limitations of Section 23(b) of this Agreement and that, unless an Event of Default has occurred and is continuing, Buyer shall be limited to one (1) on-site visits in any calendar year.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker’s price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 35 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall be paid for as agreed by such partiesnot exceed the Due Diligence Cap per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence, at the sole expense of Seller without regard to the dollar limitation set forth herein.

Periodic Due Diligence Review. The Borrowers acknowledge that the Lender has the right to perform continuing due diligence reviews 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 each Borrower agrees Borrowers agree that upon reasonable (but no less than one (1) Business Day's) prior notice to such BorrowerBorrowers, 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 normal business hours to examine, inspect, make copies of, and make 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, or under the control, of such Borrower Borrowers, Asset Manager and/or the CustodianDiligence Agent. The Borrowers shall also shall make available to the 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, the each Borrower acknowledges Borrowers acknowledge that the Lender shall make Advances to the Borrowers based solely upon the information provided by the Borrowers to the Lender in the Mortgage Loan Data Transmission and the representations, warranties and covenants contained herein, and that the 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 Pledged Equity securing such AdvanceAdvances and/or any Contributed Properties, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. 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 the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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 BorrowerContributed Properties. In addition, the Lender has the right to perform continuing Due Diligence Reviews of each Borrower Borrowers, Asset Manager and its their respective Affiliates, directors, officers, employees and significant shareholders. The Borrowers and Lender further agree that all reasonable out-of-pocket costs and expenses incurred by the Lender in connection with the Lender's ’s activities pursuant to this Section 10.16 14.18, including, but not limited to the reasonable out-of-pocket costs and expenses arising out of any diligence review conducted by third-party diligence providers contracted by Lender, shall be paid for by Borrowers except as agreed expressly contemplated otherwise by such partiesthis Loan Agreement.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage LoansSeller and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications and updating Market Value determinations, made hereunder, or otherwise, and each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the controlcontrol of Seller, of such Borrower Limited Guarantor and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Purchased Assets from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Purchased Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 AdvancePurchased Assets purchased in a Transaction, including, without limitation, ordering broker's price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanPurchased Asset. The Lender Buyer may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the LenderBuyer's activities pursuant to this Section 10.16 36 ("Due Diligence Costs"). Anything herein to the contrary notwithstanding, Seller's aggregate obligation to pay costs and expenses in connection with or relating to each Purchased Asset, Mezzanine Loan or Mezzanine Loan Junior Interest which is submitted for a Transaction hereunder (including, without limitation, Due Diligence Costs, but excluding costs payable pursuant to Section 16), whether or not such Transaction is consummated, shall be paid for as agreed by such partiesnot exceed $7,500.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice to Seller (provided that upon the occurrence of a Default or an Event of Default, no such Borrowerprior notice shall be required), the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make 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, or under the control, of such Borrower Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender Buyer shall make Advances to the Borrowers purchase Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 AdvancePurchased Loans, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. In addition, the Lender Buyer has the right to perform continuing Due Diligence Reviews of each Borrower Seller and its AffiliatesAffiliates (other than the Guarantor), directors, and their respective Subsidiaries and the officers, employees and significant shareholdersshareholders thereof, and of the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to the Assets in the possession, or under the control, of Seller and/or the Custodian. The Borrowers Following Buyer’s initial due diligence review of the Seller, (i) Buyer shall conduct an additional review on a representative sample of Mortgage Files ninety (90) days following the Effective Date and Lender (ii) if the results of such additional review are not acceptable to Buyer in its sole discretion, Buyer shall have the right to reduce the Committed Amount to zero, increase the Uncommitted Amount by the amount of such reduction and deem any outstanding Transaction with respect to the Committed Amount to be a Transaction with respect to the Uncommitted Amount provided that if Buyer exercises such right, Buyer shall promptly reimburse Seller for the pro-rated amount of the Commitment Fee based on the number of days remaining from the date such action is taken until January 31, 2014. Seller and Buyer further agree that all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 44 shall be paid for as agreed by such partiesSeller; provided that Buyer shall notify Seller of any ongoing Loan level due diligence expenses in excess of $50,000.

Periodic Due Diligence Review. The Borrowers acknowledge Servicer acknowledges that the Lender Administrative Agent has the right to perform continuing 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 each Borrower the Servicer agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice to such Borrowerthe Servicer (which prior notice shall not be required after the occurrence and during the continuation of a Default), the Lender Administrative Agent or its authorized representatives (including independent public accountants) will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the control, control of such Borrower the Servicer and/or the Custodian. The Borrowers Servicer also shall make available to the Lender Administrative 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 each Borrower Servicer acknowledges that the Lender shall Administrative Agent may make Advances to the Borrowers Borrower based solely upon the information provided by the Borrowers Servicer to the Lender in the Mortgage Loan Data Transmission Administrative Agent and the representations, warranties and covenants contained herein, and that the LenderAdministrative Agent, 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 Medallion Loans securing such Advance, including, including without limitation, limitation ordering new credit reports, new appraisals on the related Mortgaged Properties reports and otherwise re-generating the information used to originate such Mortgage LoanMedallion Loans. The Lender Administrative Agent may underwrite such Mortgage Medallion Loans itself or engage a mutually agreed upon third party underwriter (including an 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 Administrative Agent in connection with this Servicing Agreement or any other Loan Document. Each Borrower The Servicer agrees to cooperate with the Lender Administrative Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender Administrative 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 such Borrower. In addition, the Lender has the right to perform continuing Due Diligence Reviews of each Borrower and its Affiliates, directors, officers, employees and significant shareholdersServicer. The Borrowers Borrower shall reimburse the Administrative Agent for all fees and Lender further agree that all related out-of-pocket costs and expenses incurred by the Lender Administrative Agent in connection with the Lender's Administrative Agent’s activities pursuant to Section 10.16 of the Loan Agreement and this Section 10.16 9.09; provided, however, that, (i) the Borrower shall not be paid required to reimburse the Administrative Agent for more than one independent audit for any calendar year so long as agreed (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 Administrative 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 Administrative Agent for the fees of the independent audit and consulting firm specializing in securitization transactions engaged in connection with any such audit to the extent that such fees exceed $36,000 in any calendar year, through December 4, 2009; provided, further, that the $36,000 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 such partiesor on behalf of the Administrative Agent requiring additional audit work.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing due diligence reviews with respect to Seller, Underlying Repurchase Counterparty and the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Seller agrees to permit or shall cause Underlying Repurchase Counterparty to permit Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 controlcontrol of Seller, of such Borrower Underlying Repurchase Counterparty and/or the Custodian. The Borrowers Seller also shall make available or cause Underlying Repurchase Counterparty to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Asset Data Transmission Record and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker’s price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender 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. Each Borrower Seller agrees to cooperate or cause Underlying Repurchase Counterparty to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 35 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall be paid for as agreed by such partiesnot exceed the Due Diligence Cap per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence, at the sole expense of Seller without regard to the dollar limitation set forth herein.

Periodic Due Diligence Review. The Borrowers acknowledge that the Lender has the right to Buyer may perform continuing due diligence reviews with respect to the Mortgage LoansPurchased Assets, 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 each Borrower agrees that upon . Upon reasonable (but no less than one (1) Business Day's) prior notice to such BorrowerSeller, the Lender unless a Default or Event of Default exists, in which case no notice is required, Buyer or its authorized representatives will be permitted may during normal business hours to inspect any properties and examine, inspect, inspect and make copies ofof the books and records of Seller, Guarantor, Interim Servicer and make extracts ofManager, the Mortgage Files Loan 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 such Borrower and/or the CustodianPurchased Assets. The Borrowers also Seller shall make available to the Lender a Buyer one or more knowledgeable financial or accounting officer officers 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 Interim Servicer to cooperate with Buyer by permitting Buyer to conduct due diligence reviews of the each Borrower acknowledges that the Lender shall make Advances to the Borrowers Servicing Files. Buyer may purchase Purchased Assets from Seller based solely upon on the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Underwriting Package and the representations, warranties warranties, duties, obligations and covenants contained herein, and that the Lender, 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 AdvancePurchased Assets, including, without limitation, including ordering new credit reports, 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. The Lender 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. Each Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwritingSeller shall reimburse Buyer for all actual, including, but not limited to, providing 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. 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 pocket, third-party costs and expenses incurred by the Lender in connection with the Lender's activities pursuant to described in this Section 10.16 shall be paid for as agreed by such parties18.20, subject to an annual, calendar year dollar cap of $30,000.

Periodic Due Diligence Review. The Borrowers acknowledge Each Seller acknowledges that the Lender Buyer 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such Borrowerthe Sellers, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 the Sellers and/or the Custodian. The Borrowers Sellers also shall make available to the Lender 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, the each Borrower Seller acknowledges that Buyer may purchase Mortgage Loans from the Lender shall make Advances to the Borrowers Sellers based solely upon the information provided by the Borrowers Sellers to the Lender Buyer in the Mortgage Loan Data Transmission Purchased Assets Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker's price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such Borrowerthe Sellers. 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 Each Seller further agree agrees that Seller shall pay all reasonable out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the LenderBuyer's activities pursuant to this Section 10.16 shall be paid for as agreed by such parties36 ("Due Diligence Costs").

Periodic Due Diligence Review. The Borrowers acknowledge Borrower acknowledges that the Lender has the right to perform continuing due diligence reviews with respect to the Contracts and Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each the Borrower agrees that upon reasonable (but no less than one three (13) Business Day'sDays) prior notice to such the Borrower, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make extracts of, the Mortgage Collateral Files and any and all documents, records, agreements, instruments or information relating to such Contracts and Mortgage Loans in the possession, or under the control, of such the Borrower and/or the Custodian. The Borrowers Borrower also shall make available to the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Collateral Files and the Contracts and Mortgage Loans. Without limiting the generality of the foregoing, the each Borrower acknowledges that the Lender shall make Advances to the Borrowers Borrower based solely upon the information provided by the Borrowers Borrower to the Lender in the Mortgage Loan Asset Data Transmission and the representations, warranties and covenants contained herein, and that the 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 Contracts and Mortgage Loans securing such Advance, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties or Secured Property as the case may be, and otherwise re-generating the information used to originate such Contract or Mortgage Loan. The Lender may underwrite such Contracts and Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each The Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Contracts and Mortgage Loans in the possession, or under the control, of such the Borrower. In additionSo long as no Default or Event of Default exists or a prior review does not demonstrate material non-compliance with the Underwriting Guidelines, the Borrower and Lender has agree that the Borrower’s costs associated with such loan level due diligence will be limited to four (4) visits per year at a maximum cost of $17,500 each. The Lender shall have the right to conduct additional reviews at its expense with at least 3 Business Days advance notification to Borrower, including the right to perform continuing Due Diligence Reviews of each the 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 the Lender in connection with the Lender's activities pursuant to this Section 10.16 shall be paid for as agreed by such parties.

Periodic Due Diligence Review. The Borrowers acknowledge Each Seller acknowledges that the Lender Buyer has the right to perform continuing 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 each Borrower agrees Sellers agree that upon reasonable (but no less than one (1) Business Day's) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSellers, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 Sellers and/or the Custodian. The Borrowers Sellers also shall make available to the Lender 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, the each Borrower acknowledges Sellers acknowledge that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Sellers based solely upon the information provided by the Borrowers Sellers to the Lender Buyer in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker's price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower agrees Sellers agree to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSellers. 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 Sellers further agree that Sellers shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the LenderBuyer's activities pursuant to this Section 10.16 shall be paid for as agreed by such parties36 ("Due Diligence Costs").

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Seller Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, including without limitation, limitation ordering new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Buyer shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the LenderBuyer's activities pursuant to this Section 10.16 28 ("Due Diligence Costs"); ------------------- provided that, in the event that a Default or an Event of Default shall be paid have occurred, Seller shall reimburse Buyer for as agreed all Due Diligence Costs for any and all reasonable out-of-pocket costs and expenses incurred by such partiesBuyer in connection with Buyer's activities pursuant to this Section 28.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, includingincluding without limitation ordering broker’s price opinions, without limitation, ordering new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 34 (“Due Diligence Costs”) after the Effective Date. [Signature Page Follows] CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC By: /s/ Xxxxx X. Xxxxxxx Title: Vice President Date: WMC MORTGAGE CORP. By: /s/ Xxxxx Xxxxxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer Date: August , 2001 SCHEDULE 1 REPRESENTATIONS AND WARRANTIES WITH RESPECT TO PURCHASED MORTGAGE LOANS With respect to those representations and warranties which are made to the best of the Seller’s knowledge, if it is discovered by the Seller or the Buyer that the substance of such representation and warranty is inaccurate, notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be paid for as agreed by such partiesdeemed a breach of the applicable representation and warranty subject to the limitations set forth in Section 14(g) of the Agreement.

Periodic Due Diligence Review. The Borrowers acknowledge that the Lender has the right to Buyer may perform continuing 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 each Borrower agrees that upon . Upon reasonable (but no less than one (1) Business Day's) prior notice to such BorrowerSeller, the Lender unless a Default or Event of Default exists, in which case no notice is required, Buyer or its authorized representatives will be permitted may during normal business hours to inspect any properties and examine, inspect, inspect and make copies of, of the books and make 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 such Borrower and/or the CustodianServicing Files. The Borrowers also Seller shall make available to the Lender 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 and Sub-Servicer to cooperate with Buyer by permitting Buyer to conduct due diligence reviews of the each Borrower acknowledges that the Lender shall make Advances to the Borrowers Servicing Files. Buyer may purchase Purchased Assets from Seller based solely upon on the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Underwriting Package and the representations, warranties warranties, duties, obligations and covenants contained herein, and that the Lender, 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 AdvancePurchased Assets, including, without limitation, including ordering new credit reports, 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. The Lender Buyer may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third acceptable third-party underwriter to perform such underwriting. Each Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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. 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 the Lender in connection with the Lender's activities pursuant to this Section 10.16 shall be paid for as agreed by such partiesdo so.

Periodic Due Diligence Review. The Borrowers acknowledge Each Loan Party acknowledges that the Lender has the right to perform continuing 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 Loan Party agrees that upon reasonable (but no less than one two (12) Business Day'sDays) prior notice to such Borrowerthe Loan Parties, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 any Loan Party and/or the Custodian. The Borrowers Loan Parties also shall make available to 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 Loan Party acknowledges that the Lender shall may make Advances Loans to the Borrowers based solely upon the information provided by the Borrowers Loan Parties to the Lender in the Mortgage Loan Data Transmission Tape and the representations, warranties and covenants contained herein, and that the 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 AdvanceLoan, including, including without limitation, limitation ordering new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Loan Party agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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. In addition, the Lender has the right to perform continuing Due Diligence Reviews of each Borrower and its Affiliates, directors, officers, employees and significant shareholdersLoan Parties. The Borrowers and Lender Loan Parties further agree that the Borrowers shall reimburse the Lender for any and all out-of-pocket costs and expenses incurred by the Lender in connection with the Lender's activities pursuant to this Section 10.16 11.15; provided that the Borrowers shall not be paid responsible for as agreed by such partiesout-of-pocket costs and expenses in excess of $35,000 during any period of twelve consecutive calendar months.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans and Mezzanine Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make extracts of, the Mortgage Asset Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans and Mezzanine Loans in the possession, possession or under the control, control of such Borrower Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Mortgage Loans and Mezzanine Loans. Without limiting the generality of the foregoing, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans and Mezzanine Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Seller Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advanceand Mezzanine Loans purchased in a Transaction, including, including without limitation, limitation ordering new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanLoans and Mezzanine Loans. The Lender Buyer may underwrite such Mortgage Loans and Mezzanine Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans and Mezzanine Loans in the possession, or under the control, of such BorrowerSeller. 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 Buyer shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 27 (“Due Diligence Costs”); provided that, (i) in the event that a Default or an Event of Default shall be paid 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 as agreed all Due Diligence Costs for any and all reasonable out-of-pocket costs and expenses incurred by such partiesBuyer in connection with Buyer’s activities pursuant to this Section 27.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage LoansSeller and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications and updating Market Value determinations, made hereunder, or otherwise, and each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the controlcontrol of Seller, of such Borrower Guarantor and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Purchased Assets from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Purchased Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 AdvancePurchased Assets purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanPurchased Asset. The Lender Buyer may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 shall be paid for as agreed by such parties36 (“Due Diligence Costs”).

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one three (13) Business Day'sDays’) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the control, control of such Borrower Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker’s price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 34; provided that Buyer shall be paid for as agreed by such partiesnotify Seller of any due diligence expenses in excess of $25,000 per annum.

Periodic Due Diligence Review. The Borrowers acknowledge Each Seller acknowledges that the Lender Buyer 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such Borrowerthe Sellers, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 the Sellers and/or the Custodian. The Borrowers Sellers also shall make available to the Lender 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, the each Borrower Seller acknowledges that Buyer may purchase Mortgage Loans from the Lender shall make Advances to the Borrowers Sellers based solely upon the information provided by the Borrowers Sellers to the Lender Buyer in the Mortgage Loan Data Transmission Purchased Assets Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering new Broker’s price opinions, New credit reports, new reports and New appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such Borrowerthe Sellers. 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 Each Seller further agree agrees that Seller shall pay all reasonable out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 shall be paid for as agreed by such parties36 (“Due Diligence Costs”).

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender has Administrative Agent and Buyers have the right to perform continuing 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 each Borrower agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Seller agrees to permit or its shall cause Underlying Repurchase Counterparty to permit Administrative Agent, Buyers or their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the controlcontrol of Seller, of such Borrower Underlying Repurchase Counterparty, Servicer and/or the Custodian. The Borrowers Seller also shall make available or cause Underlying Repurchase Counterparty to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Administrative Agent and Buyers may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Administrative Agent and Buyers in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderAdministrative Agent or Buyers, at its their option, has have 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker’s price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Administrative Agent or Buyers may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate or cause Underlying Repurchase Counterparty to cooperate with the Lender Administrative Agent, Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Administrative Agent and Buyers in connection with the Lender's Administrative Agent’s and Buyers’ activities pursuant to this Section 10.16 shall be paid for as agreed by such parties36 (“Due Diligence Costs”).

Periodic Due Diligence Review. The Each of the Borrowers acknowledge ----------------------------- that the Lender has the right to perform continuing 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 each Borrower of the Borrowers agrees that upon reasonable (but no less than one (1) Business Day's) prior notice to such Borrower, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, make and make, at the Lender's expense, copies of, and make 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, possession or under the control, control of such Borrower and/or the Custodian. The Each of the Borrowers shall also shall make available to 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, the each Borrower Borrowers hereby acknowledges that the Lender shall may make Advances Loans to the Borrowers based solely upon the information provided by the Borrowers to the Lender in the Eligible Mortgage Loan Data Transmission Tape and the representations, warranties and covenants contained herein, and that the 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 Eligible Mortgage Loans and any Eligible Securities securing such AdvanceLoan, including, including without limitation, limitation ordering new credit reports, 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. 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. Each Borrower of the Borrowers agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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 such Borrower. 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 the Lender in connection with the Lender's activities pursuant to this Section 10.16 shall be paid for as agreed by such parties.

Periodic Due Diligence Review. The Borrowers acknowledge Borrower acknowledges that the Lender has the right to perform continuing 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 each the Borrower agrees that upon reasonable (but no less than one (1) Business Day's) prior notice to such Borrower, the Lender or its authorized representatives will be permitted during normal business hours on any business day to examine, inspect, make copies of, and make 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 such Borrower and/or the Borrower, the Company or the Custodian. The Borrowers Borrower also shall make available to 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 the Lender shall make Advances to the Borrowers Borrower based solely upon the information provided by the Borrowers Borrower to the Lender in the Mortgage Loan Data Transmission and the representations, warranties and covenants contained herein, and that the Lender, at its option, has the right, at any time time, to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Advance, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each The Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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 the Borrower. In addition, the Lender has the right to perform continuing Due Diligence Reviews due diligence reviews of each the Borrower and its Affiliates, directors, officers, employees and significant shareholders. The Borrowers Borrower and Lender further agree that all out-of-pocket costs and expenses incurred by the Lender in connection with the Lender's activities reunderwriting of Mortgage Loans pursuant to this Section 10.16 11.16 shall be paid by 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 as agreed third-party loan reunderwriting firms. In addition, the Borrower shall pay the Lender a fee of $1,500 per day (in addition to any out-of-pocket expenses incurred by such partiesthe 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 Borrowers acknowledge Borrower acknowledges that the Lender 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 each the Borrower agrees that upon reasonable (but no less than one three (13) Business Day's, unless a Default shall have occurred and be continuing) prior notice to such the Borrower, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 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 Borrowers Borrower also shall make available to 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 the Lender shall may make Advances Loans to the Borrowers Borrower based solely upon the information provided by the Borrowers Borrower to the Lender in the Mortgage Loan Data Transmission Tape and the representations, warranties and covenants contained herein, and that the 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 AdvanceLoan, including, including without limitation, limitation ordering new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each The Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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 the Borrower. In addition, The Borrower further agrees that the Borrower shall reimburse the Lender has the right to perform continuing Due Diligence Reviews of each Borrower for any 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 the Lender in connection with the Lender's activities pursuant to this Section 10.16 11.15 ("Due Diligence Costs"); provided that such Due Diligence Costs shall not exceed $4,500 per year unless a Default shall have occurred and be paid for as agreed by such partiescontinuing (the "Due Diligence Cap").

Periodic Due Diligence Review. The Borrowers acknowledge Each Seller Party and Guarantor acknowledges that the Lender Buyer has the right to perform continuing due diligence reviews with respect to such Seller Party, Guarantor, the Mortgage LoansPurchased Assets and the Repurchase 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 and the Repurchase Assets or otherwise, and each Borrower Seller Party and Guarantor agrees that upon reasonable (but no less than one five (15) Business Day'sDays’) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller Party or Guarantor, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 the Repurchase Assets (including, without limitation, quality control review) in the possession, possession or under the control, control of such Borrower Seller Parties and/or Guarantor and/or the Custodian. The Borrowers Each Seller Party and Guarantor also shall make available to the Lender Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Mortgage LoansPurchased Assets and the Repurchase Assets. Without limiting the generality of the foregoing, the each Borrower Seller Party and Guarantor acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Purchased Assets from Seller Parties based solely upon the information provided by the Borrowers Seller Parties and Guarantor to the Lender Buyer in the Mortgage Loan Data Transmission Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 AdvancePurchased Assets and the Repurchase Assets subject to a Transaction, including, without limitation, ordering new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Contributed Mortgage LoanLoans. The Lender Buyer may underwrite such Contributed Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller Party and Guarantor agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Contributed Mortgage Loans in the possession, or under the control, of such BorrowerSeller Parties or Guarantor. In addition, the Lender has the right to perform continuing Due Diligence Reviews of each Borrower Seller Parties and its Affiliates, directors, officers, employees and significant shareholders. The Borrowers and Lender Guarantor further agree that Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 34 and Section 13(a) of the Custodial Agreement; provided that such costs shall be paid for as agreed by such partiesnot exceed $25,000 per calendar year unless a Default or Event of Default shall have occurred, in which event the dollar limitation described in this proviso shall not apply.

Periodic Due Diligence Review. The Borrowers acknowledge Each Credit Party acknowledges that the Administrative Agent and each Lender has the right to perform continuing 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 each Borrower Credit Party 131 agrees that upon reasonable (but no less than one three (13) Business Day's) prior notice, unless an Event of Default shall have occurred, in which case no notice is required, to such Borrowerthe Credit Parties, as applicable, the Lender Administrative Agent, the Lenders or its their authorized representatives will shall be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the control, control of such Borrower and/or the Custodianany Credit Party. The Borrowers Each Credit Party also shall make available to the Lender 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, the each Borrower acknowledges that the Lender . Each Credit Party shall also make Advances available to the Borrowers based solely upon the information provided by the Borrowers to the Lender in the Mortgage Loan Data Transmission Administrative Agent and the representations, warranties and covenants contained herein, and that Lenders any accountants or auditors of any Credit Party to answer any questions or provide any documents as the Lender, at its option, has Administrative Agent or the right, at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Advance, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Lenders 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 Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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. In addition, the Lender has the right to perform continuing Due Diligence Reviews of each Borrower and its Affiliates, directors, officers, employees and significant shareholdersrequire. The Borrowers and Lender further agree that shall pay all reasonable out-of-pocket costs and expenses incurred by the Lender Administrative Agent and/or the Lenders in connection with the Lender's Administrative Agent’s and the Lenders’ activities pursuant to this Section 10.16 (“Due Diligence Costs”). The Credit Parties acknowledge that the Administrative Agent has the right at any time to review all aspects of the Collateral and the Asset Value thereof, which review shall be paid for as agreed by occur no less than quarterly and such partiesreviews may result in mandatory prepayments under Section 2.5.

Periodic Due Diligence Review. The Borrowers acknowledge Each Borrower acknowledges that the Lender 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 each Borrower agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice to such the related Borrower, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make 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 such Borrower and/or the Custodian. The Borrowers Each Borrower also shall make available to 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 the Lender shall make Advances to the Borrowers a Borrower based solely upon the information provided by the Borrowers such Borrower to the Lender in the Mortgage Loan Data Transmission and the representations, warranties and covenants contained herein, and that the 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 Advance, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. 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 the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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. 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 the Lender in connection with the Lender's ’s activities pursuant to this Section 10.16 11.16 shall be paid for as agreed by the Borrowers; provided that prior to a Default or Event of Default the amount of such partiesexpenses required to be paid by the Borrowers shall not exceed $10,000 in any calendar quarter.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender has Administrative Agent and the Buyers have 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 each Borrower the Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred and be continuing, in which case no notice is required, to such Borrowerthe Seller, the Lender Administrative Agent and the Buyers or its authorized representatives their Authorized Representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make extracts of, the Mortgage Servicer 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 CustodianSeller. The Borrowers Seller also shall make available to the Lender Administrative Agent and the Buyers a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Servicer Files and the Mortgage Loans. Without limiting the generality of the foregoing, the each Borrower Seller acknowledges that the Lender shall make Advances to Administrative Agent and the Borrowers Buyers may purchase Mortgage Loans from the Seller based solely upon the information provided by the Borrowers Seller to the Lender Administrative Agent and the Buyers in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderAdministrative Agent and the Buyers, at its their option, has have 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker’s Price Opinions, new credit reports, reports and new appraisals Appraisals on the related Mortgaged Properties and otherwise re-generating regenerating the information used to originate such Mortgage Loan. The Lender Administrative Agent and the Buyers may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower The Seller agrees to cooperate with the Lender Administrative Agent and the Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender Administrative Agent and the 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 such Borrower. In addition, the Lender has the right to perform continuing Due Diligence Reviews of each Borrower and its Affiliates, directors, officers, employees and significant shareholdersSeller. The Borrowers and Lender Seller further agree agrees that the Seller shall pay all out-of-pocket costs and reasonable expenses incurred by the Lender Administrative Agent in connection with the Lender's Administrative Agent’s activities pursuant to this Section 10.16 shall be paid for as agreed by such parties29 (“Due Diligence Costs”).

Periodic Due Diligence Review. The Borrowers Sellers acknowledge that the Lender Buyer has the right to perform continuing due diligence reviews with respect to the Sellers 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 Mortgage Loans, Trust Mortgage Loans and REO Properties or otherwise, and each Borrower agrees Sellers agree that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSellers, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the control, control of such Borrower Sellers and/or the Custodian. The Borrowers Sellers also shall make available to the Lender 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, the each Borrower acknowledges Sellers acknowledge that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans and REO Properties from Sellers based solely upon the information provided by the Borrowers Sellers to the Lender Buyer in the Mortgage Loan Data Transmission Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Purchased Mortgage Loans, Trust Mortgage Loans securing such Advanceand REO Properties purchased in a Transaction, including, without limitation, ordering BPOs, new credit reports, reports and new appraisals on the related Mortgaged Properties or REO Properties and otherwise re-generating the information used to originate determine the Market Value of such Purchased Mortgage Loan, Trust Mortgage Loan or REO Property. The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower agrees Sellers agree to cooperate with the Lender Buyer and any third party underwriter in connection with such underwritingunderwriter, including, but not limited to, providing the Lender Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans, Trust Mortgage Loans and REO Properties in the possession, or under the control, of such BorrowerSellers. 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 Each Seller further agree agrees that Sellers shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 shall be paid for as agreed by such parties36 (“Due Diligence Costs”).

Periodic Due Diligence Review. The Borrowers acknowledge Borrower acknowledges that the Lender has the right to perform continuing 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 each the Borrower agrees that upon reasonable (but no less than one (1) Business Day's) prior notice to such Borrower, the Lender or its authorized representatives will be permitted during normal business hours on any business day to examine, inspect, make copies of, and make 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 such Borrower and/or the Borrower, the Company or the Custodian. The Borrowers Borrower also shall make available to 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 the Lender shall make Advances to the Borrowers Borrower based solely upon the information provided by the Borrowers Borrower to the Lender in the Mortgage Loan Data Transmission and the representations, warranties and covenants contained herein, and that the 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 Advance, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each The Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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 the Borrower. In addition, the Lender has the right to perform continuing Due Diligence Reviews of each the Borrower and its Affiliates, directors, officers, employees and significant shareholders. The Borrowers Borrower and Lender further agree that all out-of-pocket costs and expenses incurred by the Lender in connection with the Lender's activities reunderwriting of Mortgage Loans pursuant to this Section 10.16 11.16 shall be paid by the Borrower, provided the amount to be reimbursed does not exceed the costs and expenses which are usual and customary in the mortgage industry for as agreed by such partiesthird-party loan reunderwriting firms. Unless an Event of Default has occurred and is continuing, Borrower's obligation to pay Lender the costs or expenses under the immediately preceding sentence of this Section 11.16 shall be limited to no more than four (4) underwritings in any fiscal year.

Periodic Due Diligence Review. The Borrowers acknowledge Each Seller Party and Guarantor acknowledges that the Lender has Administrative Agent and Buyers have the right to perform continuing 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 each Borrower Seller Party agrees that upon reasonable (but no less than one two (12) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such Borrowerany Seller Party, the Lender Administrative Agent, Buyers or its their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the controlcontrol of a Seller Party, of such Borrower a Servicer, the Guarantor and/or the Custodian. The Borrowers Each Seller Party also shall make available to the Lender 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, the each Borrower Seller Party acknowledges that the Lender shall make Advances to the Borrowers Administrative Agent and Buyers may purchase Purchased Assets and Contributed Assets from a Seller Party based solely upon the information provided by the Borrowers such Seller Party to the Lender Administrative Agent and Buyers in the Mortgage Loan Data Transmission Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderAdministrative Agent or Buyers, at its their option, has have 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 AdvancePurchased Assets and Contributed Assets purchased in a Transaction, including, without limitation, ordering BPOs, new credit reports, 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. The Lender 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. Each Borrower Seller Party agrees to cooperate with the Lender Administrative Agent, Bxxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller Parties. 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 Each Seller Party further agree agrees that Seller Parties shall pay all out-of-pocket costs and expenses incurred by the Lender Administrative Agent and Buyers in connection with the Lender's Administrative Agent’s and Buyers’ activities pursuant to this Section 10.16 shall be paid for as agreed by such parties34.

Periodic Due Diligence Review. The Borrowers Each of the Seller and the Guarantor acknowledge that each of the Lender Deal Agent, the Purchaser and the other Secured Parties has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, Purchased Items and the Seller and the Guarantor for purposes of verifying compliance with the representations, warranties warranties, covenants, agreements and specifications made hereunder, under the Repurchase Documents or otherwise, and each Borrower of the Seller and the Guarantor agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice, unless an Event of Default shall have occurred, in which case no notice is required, to such Borrowerthe Seller or the Guarantor, as applicable, the Lender Deal Agent, the Purchaser and the other Secured Parties or its any authorized representatives will shall be permitted during normal business hours to examine, inspect, and make copies of, and make extracts of, the books and records of the Seller and the Guarantor, the Mortgage Asset Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Items in the possession, possession or under the controlcontrol of the Seller, of such Borrower the Guarantor and/or the Custodian. The Borrowers Each of the Seller and the Guarantor also shall make available to the Lender Deal Agent, the Purchaser and the other Secured Parties a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Seller, the Guarantor, the Mortgage Asset Files and the Mortgage LoansPurchased Items. Each of the Seller and the Guarantor shall also make available to the Deal Agent, the Purchaser and the other Secured Parties any accountants or auditors of the Seller or the Guarantor to answer any questions or provide any documents as the Deal Agent, the Purchaser or any other Secured Party may require. The Seller will also cause each of the Servicers and PSA Servicers (to the extent permitted under the applicable Pooling and Servicing Agreement) to cooperate with the Deal Agent, the Purchaser and the other Secured Parties by permitting the Deal Agent, the Purchaser and the other Secured Parties to conduct due diligence reviews of files of each such Servicer and PSA Servicer. Without limiting the generality of the foregoing, the each Borrower Seller acknowledges that the Lender shall make Advances to Purchaser or its designee may purchase Purchased Items from the Borrowers Seller based solely upon the information provided by the Borrowers Seller to the Lender Deal Agent in the Mortgage Loan Data Transmission Seller Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderDeal Agent, the Purchaser and the other Secured Parties, at its their option, has have 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 AdvancePurchased Items purchased in a Transaction, including, without limitation, ordering new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-–generating Master Repurchase Agreement (VFCC and Arbor) 110 the information used to originate such Mortgage LoanPurchased Assets. The Lender Deal Agent, the Purchaser and the other Secured Parties may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower of the Seller and the Guarantor agrees to cooperate with the Lender Deal Agent, the Purchaser and the other Secured Parties and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender Deal Agent, the Purchaser and the other Secured Parties 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 such Borrower. In addition, the Lender has Seller or the right to perform continuing Due Diligence Reviews of each Borrower and its Affiliates, directors, officers, employees and significant shareholdersGuarantor. The Borrowers and Lender further agree that Purchaser shall pay all out-–of-–pocket costs and expenses incurred by the Lender Deal Agent, the Purchaser and the other Secured Parties in connection with the Lender's Deal Agent’s, the Purchaser’s and the other Secured Parties’ activities pursuant to this Section 10.16 13.21 (“Due Diligence Costs”); provided that, in the event that a Default or Event of Default shall be paid have occurred, the Seller shall reimburse the Deal Agent, the Purchaser and the other Secured Parties for as agreed all Due Diligence Costs incurred by any such partiesPerson from and after the date of such Default or Event of Default in connection with such Person’s activities pursuant to this Section 13.21.

Periodic Due Diligence Review. The Borrowers acknowledge Seller and each Guarantor acknowledges that the Lender Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage LoansSeller and each Guarantor and the Purchased Repo 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 Repo Assets or otherwise, and each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make extracts of, the Mortgage Files and any and all documents, data, records, agreements, instruments or information relating to such Mortgage Loans Purchased Repo Assets (including, without limitation, quality control review) in the possession, possession or under the control, control of such Borrower and/or the CustodianSeller. The Borrowers Seller also shall make available to the Lender Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage LoansPurchased Repo Assets. Without limiting the generality of the foregoing, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Eligible Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender in the Mortgage Loan Data Transmission Buyer and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Eligible Mortgage Loans securing such Advancepurchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Eligible Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 shall be paid for as agreed by such parties35.

Periodic Due Diligence Review. The Borrowers acknowledge Each of the Seller and the Guarantor acknowledges that the Lender Purchaser has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, Purchased Items for purposes of verifying compliance with the representations, warranties warranties, covenants, agreements and specifications made hereunder, or otherwise, and each Borrower of the Seller and the Guarantor agrees that upon reasonable (but no less than one (1) Business Day's) prior notice, unless a Termination Event shall have occurred, in which case no notice is required, to such Borrowerthe Seller or the Guarantor, as applicable, the Lender Purchaser or its authorized representatives will shall be permitted during normal business hours to examine, inspect, and make copies of, and make extracts of, the Mortgage Asset Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Purchased Items in the possession, possession or under the controlcontrol of the Seller, of such Borrower the Guarantor and/or the Custodian. The Borrowers Each of the Seller and the Guarantor also shall make available to the Lender Purchaser a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Mortgage LoansPurchased Items. Each of the Seller and the Guarantor shall also make available to the Purchaser any accountants or auditors of the Seller or the Guarantor to answer any questions or provide any documents as the Purchaser may require. The Seller will also cause each of the Servicers and PSA Servicers (to the extent permitted under the applicable Pooling and Servicing Agreement) to cooperate with the Purchaser by permitting the Purchaser to conduct due diligence reviews of files of each such Servicer and PSA Servicer. Without limiting the generality of the foregoing, the each Borrower Seller acknowledges that the Lender shall make Advances to Purchaser may purchase Purchased Items from the Borrowers Seller based solely upon the information provided by the Borrowers Seller to the Lender Purchaser in the Mortgage Loan Data Transmission Seller Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderPurchaser, 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 AdvancePurchased Items purchased in a Transaction, including, without limitation, ordering new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanPurchased Assets. The Lender Purchaser may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower of the Seller and the Guarantor agrees to cooperate with the Lender Purchaser and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender Purchaser 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 such Borrower. In addition, the Lender has Seller or the right to perform continuing Due Diligence Reviews of each Borrower and its Affiliates, directors, officers, employees and significant shareholdersGuarantor. The Borrowers and Lender further agree that Purchaser shall pay all out-of-pocket costs and expenses incurred by the Lender Purchaser not exceeding $2,500 per Underlying Mortgaged Property in connection with the LenderPurchaser's activities pursuant to this Section 10.16 13.21 ("Due Diligence Costs"); provided that, in the event that an Unmatured Termination Event or Termination Event shall be paid have occurred, the Seller shall reimburse the Purchaser for as agreed all Due Diligence Costs (without regard to $2,500 cap) incurred by the Purchaser from and after the date of such partiesUnmatured Termination Event or Termination Event in connection with the Purchaser's activities pursuant to this Section 13.21.

Periodic Due Diligence Review. The Borrowers acknowledge Each Seller acknowledges that the Lender Buyer has the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSellers, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 Sellers and/or the Custodian. The Borrowers Each Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Sellers based solely upon the information provided by the Borrowers Sellers to the Lender Buyer in the Mortgage Loan Data Transmission Purchased Assets Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker's price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSellers. 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 Sellers further agree that Sellers shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the LenderBuyer's activities pursuant to this Section 10.16 shall be paid for as agreed by such parties35 ("Due Diligence Costs").

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the control, control of such Borrower Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker’s price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 shall be paid for as agreed by such parties34.

Periodic Due Diligence Review. The Borrowers acknowledge Each Seller Party acknowledges that the Lender has Administrative Agent and Buyers have the right to perform continuing 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 each Borrower Seller Party agrees that upon reasonable (but no less than one ten (110) Business Day'sDays’) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller Party, the Lender Administrative Agent, Buyers or its their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 REO Properties (including, without limitation, quality control review) in the possession, possession or under the control, control of such Borrower Seller Party and/or the Custodian. The Borrowers Each Seller Party also shall make available to the Lender Administrative Agent and Buyers a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Mortgage LoansPurchased Assets and Contributed REO Properties. Without limiting the generality of the foregoing, the each Borrower Seller Party acknowledges that the Lender shall make Advances to the Borrowers Administrative Agent (on behalf of Buyers) may purchase Purchased Assets and Contributed REO Properties from Seller Parties based solely upon the information provided by the Borrowers Seller Parties to the Lender Administrative Agent (on behalf of Buyers) in the Mortgage Loan Data Transmission Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderAdministrative Agent or Buyers, at its their option, has have 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 AdvancePurchased Assets and Contributed REO Properties purchased in a Transaction, including, without limitation, ordering Broker’s price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanLoans. The Lender Administrative Agent or Buyers may underwrite and/or review such Mortgage Loans Purchased Assets and Contributed REO Properties itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to reasonably cooperate with the Lender Administrative Agent, Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender Administrative Agent, Buyers 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 and Contributed REO Properties in the possession, or under the control, of such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all reasonable out-of-pocket costs and expenses incurred by the Lender Administrative Agent or Buyers in connection with the Lender's Administrative Agent’s or Buyers’ activities pursuant to this Section 10.16 shall be paid for as agreed by such parties34.

Periodic Due Diligence Review. The Borrowers Sellers acknowledge that the Lender Buyer 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 each Borrower agrees the Sellers agree that upon reasonable (but no less than one (1) Business Day's) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such Borrowerthe Sellers, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make extracts of, the Mortgage Loan 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 CustodianSellers. The Borrowers Sellers also shall make available to the Lender Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Loan Files and the Mortgage Loans. Without limiting the generality of the foregoing, the each Borrower acknowledges Sellers acknowledge that Buyer may purchase Mortgage Loans from the Lender shall make Advances to the Borrowers Sellers based solely upon the information provided by the Borrowers Sellers to the Lender Buyer in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering broker's price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating regenerating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower agrees The Sellers agree to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such Borrower. In addition, the Lender has the right to perform continuing Due Diligence Reviews of each Borrower and its Affiliates, directors, officers, employees and significant shareholdersSellers. The Borrowers and Lender Sellers further agree that the Sellers shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the LenderBuyer's activities pursuant to this Section 10.16 29 ("Due Diligence Costs"); provided, that such Due Diligence Costs shall be paid for as agreed by such partiesnot exceed the Due Diligence Cap per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence, at the sole expense of Sellers without regard to the dollar limitation set forth herein.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Administrative Agent has the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Administrative Agent or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the control, control of such Borrower Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Administrative Agent and Buyers may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Administrative Agent and Buyers in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the Lender, Administrative Agent 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 Advancepurchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Administrative Agent or Buyers may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Administrative Agent, Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. In addition, the Lender has the right to perform continuing Due Diligence Reviews of each Borrower Seller further agrees that Seller shall pay all reasonable and its Affiliates, directors, officers, employees and significant shareholders. The Borrowers and Lender further agree that all customary out-of-pocket costs and expenses incurred by the Lender Administrative Agent in connection with the Lender's Administrative Agent’s activities pursuant to this Section 10.16 36 (“Due Diligence Costs”); provided that such Due Diligence Costs shall be paid for as agreed by not exceed the Due Diligence Cap and provided further that such partiesDue Diligence Cap shall not apply on or after the occurrence of an Event of Default.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice to Seller (provided that upon the occurrence of a Default or an Event of Default, no such Borrowerprior notice shall be required), the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make 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, or under the control, of such Borrower Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender Buyer shall make Advances to the Borrowers purchase Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 AdvancePurchased Loans, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. In addition, the Lender Buyer has the right to perform continuing Due Diligence Reviews (including, without limitation, operational, legal, corporate and background due diligence) of each Borrower Seller and its Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholdersshareholders thereof. The Borrowers Seller and Lender Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 44 shall be paid for as agreed by such partiesSeller.

Periodic Due Diligence Review. The Borrowers Sellers acknowledge that the Lender Buyer 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 each Borrower agrees the Sellers agree that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such Borrowerthe Sellers, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 CustodianSellers. The Borrowers Sellers also shall make available to the Lender 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, the each Borrower acknowledges Sellers acknowledge that Buyer may purchase Mortgage Loans from the Lender shall make Advances to the Borrowers Sellers based solely upon the information provided by the Borrowers Sellers to the Lender Buyer in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports, reports and new appraisals Appraisals on the related Mortgaged Properties and otherwise re-generating regenerating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower agrees The Sellers agree to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such Borrower. In addition, the Lender has the right to perform continuing Due Diligence Reviews of each Borrower and its Affiliates, directors, officers, employees and significant shareholdersSellers. The Borrowers and Lender Sellers further agree that the Sellers shall pay all out-of-out of pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 29 (“Due Diligence Costs”), provided that such Due Diligence costs shall be paid for as agreed by such partiesnot exceed Twenty Five Thousand Dollars ($25,000.00) per calendar year unless an Event of Default shall have occurred, in which event the Buyer shall have the right to perform due diligence, at the sole expense of the Sellers, without regard to the dollar limitation set forth herein.

Periodic Due Diligence Review. The Borrowers acknowledge Borrower acknowledges that the Lender has the right to perform continuing 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 each the Borrower agrees that upon reasonable (but no less than one (1) Business Day's) prior notice to such the Borrower, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans Assets in the possession, possession or under the control, control of such the Borrower and/or the Custodian. The Borrowers Borrower also shall make available to 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 each Borrower acknowledges that the Lender shall may make Advances Loans to the Borrowers Borrower based solely upon the information provided by the Borrowers Borrower to the Lender in the Mortgage Loan Data Transmission Asset Schedule and the -50- 57 representations, warranties and covenants contained herein, and that the 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 Assets securing such AdvanceLoan, including, including without limitation, limitation ordering new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanAsset. The Lender may underwrite such Mortgage Loans Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each The Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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 such the Borrower. In addition, The Borrower further agrees that the Borrower shall reimburse the Lender has the right to perform continuing Due Diligence Reviews of each Borrower for any and its Affiliates, directors, officers, employees and significant shareholders. The Borrowers and Lender further agree that all reasonable out-of-pocket costs and expenses incurred by the Lender in connection with the Lender's activities pursuant to this Section 10.16 shall be paid for as agreed by such parties.11.15. [SIGNATURE PAGE FOLLOWS]

Periodic Due Diligence Review. The Borrowers acknowledge Each Seller acknowledges that the Lender has Buyers and Administrative Agent have the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSellers, the Lender Buyers, Administrative Agent or its their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 Sellers and/or the Custodian. The Borrowers Sellers also shall make available to the Lender Buyers 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyers may purchase Mortgage Loans from Sellers based solely upon the information provided by the Borrowers Sellers to the Lender Buyers and Administrative Agent in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyers and Administrative Agent, at its their option, has have 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker’s price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyers may underwrite such Mortgage Loans itself themselves or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyers, Administrative Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender Buyers, 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 such BorrowerSellers. 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 Each Seller further agree agrees that Sellers shall pay all out-of-pocket costs and expenses incurred by the Lender Buyers and Administrative Agent in connection with the Lender's Buyers’ or Administrative Agent’s activities pursuant to this Section 10.16 shall be paid for as agreed by such parties36 (“Due Diligence Costs”).

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender has Administrative Agent and Buyers have the right to perform continuing due diligence reviews with respect to Seller, 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 each Borrower Seller agrees that upon reasonable (but no less than one three (13) Business Day'sDays’) prior notice unless an Event of Default shall have occurred and be continuing, in which case no notice is required, to such BorrowerSeller, the Lender Administrative Agent, Buyers or its their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the control, control of such Borrower Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender Administrative Agent and Buyers 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Administrative Agent and Buyers may purchase Purchased Assets from Seller based solely upon the information provided by the Borrowers Seller to the Lender Administrative Agent and Buyers in the Mortgage Loan Data Transmission Asset Schedule and the representations, warranties and covenants contained herein, and that the LenderAdministrative Agent or Buyers, at its their option, has have 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 AdvancePurchased Assets purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage LoanLoans. The Lender Administrative Agent or Buyers may underwrite such Mortgage Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Administrative Agent, Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 in the possession, or under the control, of such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Administrative Agent and Buyers in connection with the Lender's Administrative Agent’s and Buyers’ activities pursuant to this Section 10.16 shall be paid for as agreed by such parties36.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing 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, or otherwise, and each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Purchased Assets Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker's price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. In addition, Seller further agrees that 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 Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the LenderBuyer's activities pursuant to this Section 10.16 shall be paid for as agreed by such parties.36 ("Due Diligence Costs") [Signature Page Follows] Credit Suisse First Boston Mortgage Capital LLC By: /s/ Jeffrey A. Detwiler ------------------------------------- Titlx: Xxxxxxxx Xxxxxxxr Date: November 6, 2001 Cresleigh Financial Services, LLC By: /s/ Craig L. Royal ------------------------------------- Title: Chxxx Xxxxncial Officer Date: November 2001 SCHEDULE 1 REPRESENTATIONS AND WARRANTIES WITH RESPECT TO PURCHASED MORTGAGE LOANS

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer has the right to perform continuing 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 each Borrower Seller agrees that upon reasonable (but no less than one five (15) Business Day'sDays’) prior notice unless an Event of Default shall have occurred and be continuing, in which case no notice is required, to such BorrowerSeller, the Lender Seller agrees to permit or shall cause Underlying Repurchase Counterparty to permit Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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, possession or under the controlcontrol of Seller, of such Borrower Underlying Repurchase Counterparty and/or the Custodian. The Borrowers Seller also shall make available or cause Underlying Repurchase Counterparty to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker’s price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate or cause Underlying Repurchase Counterparty to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the Lender's Buyer’s activities pursuant to this Section 10.16 shall be paid for as agreed by such parties34.

Periodic Due Diligence Review. The Borrowers acknowledge that the Lender 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 each Borrower agrees that upon reasonable (but no less than one (1) Business Day's’s) prior notice to such Borrower, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make 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 such Borrower and/or the Custodian. The Borrowers also shall make available to 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 the Lender shall make Advances to the Borrowers based solely upon the information provided by the Borrowers to the Lender in the Mortgage Loan Data Transmission and the representations, warranties and covenants contained herein, and that the 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 Advance, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. 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 the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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. 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 the Lender in connection with the Lender's ’s activities pursuant to this Section 10.16 shall be paid for as agreed by such parties.

Periodic Due Diligence Review. The Borrowers acknowledge Seller acknowledges that the Lender Buyer 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 each Borrower Seller agrees that upon reasonable (but no less than one (1) Business Day's) prior notice unless an Event of Default shall have occurred and is continuing, in which case no notice is required, to such BorrowerSeller, the Lender Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies of, and make 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 Seller and/or the Custodian. The Borrowers Seller also shall make available to the Lender 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, the each Borrower Seller acknowledges that the Lender shall make Advances to the Borrowers Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Purchased Assets Schedule and the representations, warranties and covenants contained herein, and that the LenderBuyer, 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 Advancepurchased in a Transaction, including, without limitation, ordering Broker's price opinions, new credit reports, reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower Seller agrees to cooperate with the Lender Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender 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 such BorrowerSeller. 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 Seller further agree agrees that Seller shall pay all reasonable out-of-pocket costs and expenses incurred by the Lender Buyer in connection with the LenderBuyer's activities pursuant to this Section 10.16 shall be paid for 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 agreed by such partiesof December 28, 2001, (this "Amendment"), between CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the "Buyer") and FAMILY LENDING SERVICES, INC. (the "Seller").

Periodic Due Diligence Review. The Borrowers acknowledge that the Lender has the right to Buyer may perform continuing 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 each Borrower agrees that upon . Upon reasonable (but no less than one (1) Business Day's) prior notice to such BorrowerSeller, the Lender unless a Default or Event of Default exists, in which case no notice is required, Buyer or its authorized representatives will be permitted may during normal business hours to inspect any properties and examine, inspect, inspect and make copies of, of the books and make 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 such Borrower and/or the CustodianServicing Files. The Borrowers also Seller shall make available to the Lender 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, the each Borrower acknowledges that the Lender shall make Advances subject to the Borrowers Section 13.02. Buyer may purchase Purchased Assets from Seller based solely upon on the information provided by the Borrowers Seller to the Lender Buyer in the Mortgage Loan Data Transmission Underwriting Package and the representations, warranties warranties, duties, obligations and covenants contained herein, and that the Lender, 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 AdvancePurchased Assets, including, without limitation, including ordering new credit reports, 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. The Lender 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. Each Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing 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. 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 the Lender in connection with the Lender's activities pursuant to this Section 10.16 shall be paid for as agreed by such partiesdo so.