Common use of Periodic Due Diligence Review Clause in Contracts

Periodic Due Diligence Review. Seller and Guarantor acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree that upon reasonable (but no less than five (5) Business Day’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or Guarantor, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Assets in the possession or under the control of Seller or Guarantor. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Assets related to a Transaction. Seller and Guarantor agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or Guarantor.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree that upon reasonable (but no less than five (5) Business Day’sDays’) prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorSeller, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller or GuarantorSeller. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related to a Transaction. Seller and Guarantor agree agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, including providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or GuarantorSeller.

Periodic Due Diligence Review. Seller and Guarantor Servicer acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the AssetsLoans, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and Seller and Guarantor agree agrees that upon reasonable (but no less than five one (51) Business Day’s) prior notice unless to Seller or Servicer (provided that upon the occurrence of a Default or an Event of Default Default, no such prior notice shall have occurred, in which case no notice is be required, to Seller or Guarantor), Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Assets Loans in the possession possession, or under the control control, of Seller or GuarantorSeller, Servicer and/or Custodian. Seller and Guarantor Servicer also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the AssetsMortgage Files and the Loans. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets shall purchase Loans from Seller based solely upon the information provided by Seller to Buyer in the Asset Loan Schedule and the representations, warranties and covenants contained herein, and that 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 Assets Purchased Loans, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate the related Loan. Buyer may underwrite such Loans itself or engage a Transactionthird party underwriter to perform such underwriting. Seller and Guarantor agree agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of Seller. In addition, Buyer has the right to perform continuing Due Diligence Reviews (including, without limitation, operational, legal, corporate and background due diligence) of Seller, Servicer and its Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. Seller or Guarantorand Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 44 shall be paid by Seller.

Periodic Due Diligence Review. Seller and Guarantor acknowledge that Buyer has the right to may perform continuing due diligence reviews with respect to Seller any or all of the Purchased Assets, Seller, Manager and Guarantor and the Assetsall 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 Seller and Guarantor agree that upon . Upon reasonable (but no less than five (5) Business Day’s) prior notice to Seller or Manager, unless an a Default or Event of Default shall have occurredexists, in which case no notice is required, to Seller or Guarantor, Buyer or its authorized representatives will be permitted may during normal business hours, hours inspect any properties and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, inspect and make copies of the books and extracts ofrecords of Seller and Manager (to the extent related to the management of the Transactions, any Seller, Manager or the Purchased Assets) and all documents, records, agreements, instruments or information relating to such Assets in the possession or under the control Affiliates of Seller (also to the extent related to the management of the Transactions, Seller, Manager or Guarantorthe Purchased Assets), together with the Servicing Files. Seller and Guarantor also Manager shall make available to Buyer a one or more knowledgeable financial or accounting officer officers and representatives of the independent certified public accountants of Seller and Manager for the purpose of answering questions respecting the Assets. Without limiting the generality of Buyer concerning any of the foregoing, . Seller and Guarantor acknowledge that Manager shall cause Servicer to cooperate with Buyer by permitting Buyer to conduct due diligence reviews of the Servicing Files. Buyer may enter into a Transaction related to any purchase Purchased Assets from Seller based solely upon on the information provided by Seller to Buyer in the Asset Schedule Underwriting Package and the representations, warranties warranties, duties, obligations and covenants contained herein, and that Buyer, 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 Assets related Purchased Assets, including ordering new credit reports and new Appraisals on the Mortgaged Properties and otherwise re-generating the information used to a Transactionoriginate and underwrite such Purchased Assets. Seller and Guarantor agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to may underwrite such Purchased Assets in the possession, itself or under the control, of Seller or Guarantorengage a mutually acceptable third-party underwriter to do so.

Periodic Due Diligence Review. Seller acknowledges that Administrative Agent and Guarantor acknowledge that Buyer has Buyers have the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree agrees that upon reasonable (but no less than five (5) Business Day’sDays’) prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorSeller, Buyer Administrative Agent or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller or GuarantorSeller. Seller and Guarantor also shall make available to Buyer Buyers and Administrative Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer Buyers may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer Buyers in the Asset Schedule and the representations, warranties and covenants contained herein, and that BuyerAdministrative Agent, at its optionoption or upon the request of Buyers, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related to a Transaction. Seller and Guarantor agree agrees to cooperate with Buyer Administrative Agent and Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, including providing Buyer Administrative Agent and Buyers and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or GuarantorSeller.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree that upon reasonable (but no less than five (5) Business Day’sDays’) prior written notice unless an Event of Default shall have occurredoccurred and be continuing, in which case no notice is required, to Seller or GuarantorSeller, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller or GuarantorSeller, subject to the confidentiality provisions of this Agreement and the other Program Agreements. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related to a Transaction. Seller and Guarantor agree agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, including providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller Seller. So long as an Event of Default shall not have occurred and be continuing, all on-site inspections pursuant to this Section 10.08 (together with any on-site inspections performed pursuant to the Indenture or Guarantorany other Program Agreements) shall be limited to one (1) per calendar year, and any costs related thereto (together with any on-site inspections performed pursuant to the Indenture or any other Program Agreements) shall not exceed $[***] (any additional cost shall not be deemed a reimbursable Expense hereunder).

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor the MSR and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree that upon reasonable (but no less than five (5) Business Day’sDays’) prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorSeller, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such MSR and Purchased Assets in the possession or under the control of Seller or GuarantorSeller. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the MSR and Purchased Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related to a Transaction. Seller and Guarantor agree Sxxxxx agrees to cooperate with Buyer Bxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such MSR and Purchased Assets in the possession, or under the control, of Seller or GuarantorSeller.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the AssetsLoans, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and Seller and Guarantor agree agrees that upon reasonable (but no less than five one (51) Business Day’s) prior notice unless to Seller (provided that upon the occurrence of a Default or an Event of Default Default, no such prior notice shall have occurred, in which case no notice is be required, to Seller or Guarantor), Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Assets Loans in the possession possession, or under the control control, of Seller or Guarantorand/or the Custodian. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the AssetsMortgage Files, the Servicing Files and any other document relating thereto and the Additional Collateral Mortgage Loans and any other Purchased Loan sold to Buyer hereunder. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets shall purchase Loans from Seller based solely upon the information provided by Seller to Buyer in the Asset Loan Schedule and the representations, warranties and covenants contained herein, and that 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 Assets Purchased 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 Loan. Buyer may underwrite such Loans itself or engage a Transactionthird party underwriter to perform such underwriting. Seller and Guarantor agree agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of Seller. In addition, Buyer has the right to perform continuing Due Diligence Reviews of Seller or Guarantorand its Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. Seller and Buyer further agree that all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 44 shall be paid by Seller.

Periodic Due Diligence Review. Seller and Guarantor acknowledge Borrower acknowledges that Buyer Lender has the right to perform continuing due diligence reviews with respect to Seller and Guarantor Borrower and the Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree Borrower agrees that upon reasonable (but no less than five (5) Business Day’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorBorrower, Buyer Lender or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or GuarantorBorrower’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Assets in the possession or under the control of Seller or GuarantorBorrower. Seller and Guarantor Borrower also shall make available to Buyer Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge Borrower acknowledges that Buyer Lender may enter into make a Transaction Loan Advance related to any Purchased Assets from Seller Borrower based solely upon the information provided by Seller Borrower to Buyer Lender in the Asset Schedule and the representations, warranties and covenants contained herein, and that BuyerLender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Assets related to a TransactionLoan Advance. Seller and Guarantor agree Borrower agrees to cooperate with Buyer Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or GuarantorBorrower.

Periodic Due Diligence Review. Seller Each of the Sellers acknowledges that Administrative Agent and Guarantor acknowledge that Buyer has Buyers have the right to perform continuing due diligence reviews with respect to Seller and Guarantor Sellers and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree each of the Sellers agrees that upon reasonable (but no less than five (5) Business Day’sDays’) prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorSellers, Buyer Administrative Agent or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of the related Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller or GuarantorSellers. Seller and Guarantor Each of the Sellers also shall make available to Buyer Buyers and Administrative Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge each of the Sellers acknowledges that Buyer Buyers may enter into a Transaction related to any Purchased Assets from Seller Sellers based solely upon the information provided by Seller Sellers to Buyer Buyers in the Asset Schedule and the representations, warranties and covenants contained herein, and that BuyerAdministrative Agent, at its optionoption or upon the request of Buyers, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related to a Transaction. Seller and Guarantor agree Each of the Sellers agrees to cooperate with Buyer Administrative Agent and Xxxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, including providing Buyer Administrative Agent and Buyers and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or GuarantorSellers.

Periodic Due Diligence Review. Each Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to such Seller, each Seller Party Subsidiary, the Purchased Assets and Guarantor and the 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 and Contributed Assets or otherwise, and each Seller and Guarantor agree agrees that upon reasonable (but no less than five ten (510) Business Day’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or Guarantorsuch Seller, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, and make copies and extracts of, the Asset Files and any and all documents, data, records, agreements, instruments or information relating to such Purchased Assets and Contributed Assets (including, without limitation, quality control review) in the possession or under the control of a Seller or GuarantorParty, Servicer, Property Manager and/or the Custodian; provided that unless an Event of Default has occurred and is continuing, such examination and inspections shall be limited to one occurrence per calendar year. Each Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files and the Purchased Assets and Contributed Assets. Without limiting the generality of the foregoing, each Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any purchase Purchased Assets and Contributed Assets from such Seller based solely upon the information provided by such Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets, and Contributed Assets related to purchased in a Transaction, including, without limitation, ordering BPOs, new credit reports and new appraisals on the related Mortgaged Properties and REO Properties and otherwise re‑generating the information used to determine the Asset Value of such Purchased Assets and Contributed Assets. Each Seller and Guarantor agree agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets and Contributed Assets in the possession, or under the control, of any Seller. Each Seller or Guarantorfurther agrees that such Seller shall pay all reasonable and documented out‑of‑pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 34 in an amount not to exceed the Due Diligence Cap; provided that the Due Diligence Cap shall not apply upon the occurrence of an Event of Default.

Periodic Due Diligence Review. Seller and Guarantor In addition to the rights as provided in Section 13(f), the Sellers acknowledge that Buyer has the Agent and the Buyers have the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor the Sellers agree that upon reasonable (but no less than five (5) Business Day’sDays’) prior notice to the Sellers, unless an Event of Default shall have occurred, occurred in which case no notice is required, to Seller the Agent and the Buyers or Guarantor, Buyer or its their authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, inspect and make copies and extracts of, the Purchased Asset Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller or Guarantorthe Seller. Seller and Guarantor The Sellers also shall make available to Buyer the Agent and the Buyers a knowledgeable financial or accounting officer for the purpose of answering questions respecting the AssetsPurchased Assets and the Purchased Asset Files. Without limiting the generality of the foregoing, Seller and Guarantor the Sellers acknowledge that Buyer the Agent and the Buyers may enter into a Transaction related to any Purchased Assets from Seller purchase Mortgage Loans based solely upon the information provided by Seller the Sellers to Buyer the Agent and the Buyers in the Asset Purchased Assets Schedule and the representations, warranties and covenants contained herein, and that Buyerthe Agent and the Buyers, at its their option, has have the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related that are subject to a Transaction, including ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and underlying assets and otherwise regenerating the information used to originate such Purchased Assets. Seller The Agent and Guarantor the Buyers may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. The Sellers agree to cooperate with Buyer the Agent and the Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer the Agent and the Buyers and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or Guarantorthe Sellers. The Sellers further agree that the Sellers shall pay all expenses reasonably incurred by the Agent and the Buyers in connection with the Agent’s and the Buyers’ activities pursuant to this Section 32 (“Due Diligence Costs”).

Periodic Due Diligence Review. The Seller and the Guarantor acknowledge that the Buyer has the right to perform continuing due diligence reviews with respect to the Seller and the Guarantor and the Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller and the Guarantor agree that upon reasonable (but no less than five (5) Business Day’sDays’) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to the Seller or the Guarantor, the Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of the Seller’s or the Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Assets in the possession or under the control of the Seller or the Guarantor. The Seller and the Guarantor also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Assets. Without limiting the generality of the foregoing, the Seller and the Guarantor acknowledge that the Buyer may enter into a Transaction related to any Purchased Assets from the Seller based solely upon the information provided by the Seller to the Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Assets related to a Transaction. The Seller and the Guarantor agree to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of the Seller or the Guarantor.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree that upon reasonable (but no less than five (5) Business Day’sDays’) prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorSeller, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller or GuarantorSeller. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related to a Transaction. Seller and Guarantor agree agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or GuarantorSeller.

Periodic Due Diligence Review. Seller Sellers and Guarantor Servicer acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the AssetsLoans, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and Seller and Guarantor Sellers agree that upon reasonable (but no less than five one (51) Business Day’s) prior notice unless to a Seller or Servicer (provided that upon the occurrence of a Default or an Event of Default Default, no such prior notice shall have occurred, in which case no notice is be required, to Seller or Guarantor), Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Assets Loans in the possession possession, or under the control control, of Seller or Guarantorsuch Seller, Servicer and/or Custodian. Seller Sellers and Guarantor Servicer also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the AssetsMortgage Files and the Loans. Without limiting the generality of the foregoing, Seller and Guarantor Sellers acknowledge that Buyer may enter into a Transaction related to any Purchased Assets shall purchase Loans from Seller Sellers based solely upon the information provided by Seller Sellers to Buyer in the Asset Loan Schedule and the representations, warranties and covenants contained herein, and that 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 Assets Purchased Loans, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate the related Loan. Buyer may underwrite such Loans itself or engage a Transactionthird party underwriter to perform such underwriting. Seller and Guarantor Sellers agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of Seller or Guarantora Seller. In addition, Buyer has the right to perform continuing Due Diligence Reviews (including, without limitation, operational, legal, corporate and background due diligence) of Sellers, Servicer and its Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. Sellers and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 44 shall be paid by Sellers.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree that upon reasonable (but no less than five (5) Business Day’sDays’) prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorSeller, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller or GuarantorSeller. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related to a Transaction. Seller and Guarantor agree Sxxxxx agrees to cooperate with Buyer Bxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or GuarantorSeller.

Periodic Due Diligence Review. Seller and Guarantor acknowledge that At Seller’s expense, Buyer has the right to may perform continuing due diligence reviews with respect to the Purchased Assets, Seller, Guarantor or any Affiliate of Seller and Guarantor and the Assetsor 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 Seller and Guarantor agree that upon . Upon reasonable (but no less than five (5) Business Day’s) prior notice to Seller, unless a Default or an Event of Default shall have occurredexists, in which case no notice is required, to Buyer or its representatives may during normal business hours inspect any properties and examine, inspect and make copies of the books and records of Seller, Guarantor or any Affiliate of Seller or Guarantor, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Assets Records in the possession of Seller, Guarantor or under the control any Affiliate of Seller or Guarantor. Seller and Guarantor also shall make available to Buyer a one or more knowledgeable financial or accounting officer officers and representatives of the independent certified public accountants of Seller and Guarantor for the purpose of answering questions respecting the Assets. Without limiting the generality of Buyer concerning any of the foregoing, Seller and Guarantor acknowledge that . Buyer may enter into a Transaction related to any purchase Purchased Assets from Seller based solely upon on the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties warranties, duties, obligations and covenants contained herein, and that Buyer, 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 Purchased Assets related including re-generating the information used to a Transactionoriginate and underwrite such Purchased Assets. Seller and Guarantor agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to may underwrite such Purchased Assets in the possession, itself or under the control, of Seller or Guarantorengage a mutually acceptable third-party underwriter to do so.

Periodic Due Diligence Review. Seller and Guarantor The Sellers acknowledge that the Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the AssetsLoans, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and the Seller and Guarantor agree agrees that upon reasonable (but no less than five one (51) Business Day’s) prior notice unless an Event of Default shall have occurredto the Seller, in which case no notice is required, to Seller or Guarantor, the Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Assets Loans in the possession possession, or under the control control, of the Seller or Guarantorand/or the Custodian. Seller and Guarantor The Sellers also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the AssetsMortgage Files and the Loans. Without limiting the generality of the foregoing, Seller and Guarantor the Sellers acknowledge that the Buyer may enter into a Transaction related to any Purchased Assets shall purchase Loans from Seller the Sellers based solely upon the information provided by Seller the Sellers to the Buyer in the Asset Schedule Loan Data Transmission and the representations, warranties and covenants contained herein, and that the 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 Assets Purchased 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 Loan. The Buyer may underwrite such Loans itself or engage a Transactionthird party underwriter to perform such underwriting. Seller and Guarantor The Sellers agree to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of Seller or Guarantorthe Sellers. In addition, the Buyer has the right to perform continuing Due Diligence Reviews of the Sellers, their Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. The Sellers and Buyer further agree that all out-of-pocket costs and expenses incurred by the Buyer in connection with the Buyer’s activities pursuant to this Section 44 shall be paid by the Sellers.

Periodic Due Diligence Review. Each Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the AssetsLoans, 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 Seller and Guarantor agree agrees that upon reasonable (but no less than five three (53) Business Day’sDays) prior notice unless to such Seller or a Servicer (provided that upon the occurrence of a Default or an Event of Default Default, no such prior notice shall have occurred, in which case no notice is be required, to Seller or Guarantor), Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Assets Loans in the possession possession, or under the control control, of such Seller, REO Entity, such Servicer and/or the Custodian. Each Seller or Guarantor. Seller and Guarantor also shall and shall direct such Servicer to make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Assets, the Asset Files and the Underlying Assets. Without limiting the generality of the foregoing, each Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets shall purchase Loans from such Seller based solely upon the information provided by such Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that 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 Assets Purchased Loans, including, without limitation, ordering new credit reports, new appraisals or BPOs on the related Mortgaged Properties or REO Properties and otherwise re-generating the information used to originate such Loan. Buyer may underwrite such Loans itself or engage a Transactionthird party underwriter to perform such underwriting. Each Seller and Guarantor agree agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of such Seller. In addition, Buyer has the right to perform continuing Due Diligence Reviews of Servicer, each Seller or Guarantorand its Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. Sellers and Buyer further agree that all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 44 shall be paid by Sellers, subject to Section 23(b) hereof.

Periodic Due Diligence Review. Seller and Guarantor acknowledge Each Borrower acknowledges that Buyer the Lender has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Eligible Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree each Borrower agrees that upon reasonable (but no less than five one (51) Business Day’s's) prior notice unless an Event to such Borrower (which prior notice shall not be required after the occurrence and during the continuation of Default shall have occurreda Default), in which case no notice is required, to Seller or Guarantor, Buyer the Lender or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, and make copies and extracts of, the Asset Files and any and all documents, records, agreements, instruments or information relating to such Eligible Assets in the possession or under the control of Seller or Guarantorsuch Borrower, the Master Servicer, any Subservicer, and/or the Mortgage Custodian. Seller and Guarantor Each Borrower also shall make available to Buyer the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files and the Eligible Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge each Borrower acknowledges that Buyer the Lender may enter into a Transaction related make Advances to any Purchased Assets from Seller the Borrower based solely upon the information provided by Seller such Borrower to Buyer in the Asset Schedule Lender and the representations, warranties and covenants contained herein, and that Buyerthe Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Eligible Assets securing such Advance, including without limitation ordering new credit reports and, with respect to Eligible Assets which are Mortgage Loans, new appraisals on the related to a Transaction. Seller Mortgaged Properties and Guarantor agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited otherwise re-generating the information used to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or Guarantor.

Periodic Due Diligence Review. Seller acknowledges that Administrative Agent and Guarantor acknowledge that Buyer has Buyers have the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree agrees that upon reasonable (but no less than five (5) Business Day’sDays’) prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorSeller, Buyer Administrative Agent or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller or GuarantorSeller. Seller and Guarantor also shall make available to Buyer Buyers and Administrative Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer Buyers may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer Buyers in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, Administrative Agent at its optionoption or upon the request of Buyers, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related to a Transaction. Seller and Guarantor agree agrees to cooperate with Buyer Administrative Agent and Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, including providing Buyer Administrative Agent and Buyers and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or GuarantorSeller.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the AssetsLoans, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and Seller and Guarantor agree agrees that upon reasonable (but no less than five one (51) Business Day’s) prior notice unless to Seller or Servicer (provided that upon the occurrence of a Default or an Event of Default Default, no such prior notice shall have occurred, in which case no notice is be required, to Seller or Guarantor), Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Assets Loans in the possession possession, or under the control control, of Seller or GuarantorSeller, Servicer and/or Custodian. Seller and Guarantor also shall and shall direct Servicer to make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the AssetsMortgage Files and the Loans. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets shall purchase Loans from Seller based solely upon the information provided by Seller to Buyer in the Asset Loan Schedule and the representations, warranties and covenants contained herein, and that 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 Assets Purchased Loans, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate the related Loan. Buyer may underwrite such Loans itself or engage a Transactionthird party underwriter to perform such underwriting. Seller and Guarantor agree agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of Seller. In addition, Buyer has the right to perform continuing Due Diligence Reviews (including, without limitation, operational, legal, corporate and background due diligence) of Seller, Servicer and each of its Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. Seller or Guarantorand Buyer further agree that all documented and reasonable third-party out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 44 shall be paid by Seller.

Periodic Due Diligence Review. Seller and Guarantor acknowledge that Buyer has At the right Borrowers’ expense subject to Section 10.8, the Lender may perform continuing due diligence reviews with respect to Seller and Guarantor and the AssetsTax Liens or any Borrower 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 Transaction Documents or otherwise, and Seller and Guarantor agree that upon . Upon reasonable (but no less than five (5) Business Day’s) prior notice to the Borrowers, unless a Default or an Event of Default shall have occurredexists, in which case no notice is required, to Seller or Guarantor, Buyer the Lender or its authorized representatives will be permitted may during normal business hours, hours inspect any properties and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, inspect and make copies of the books and extracts of, records of the Borrowers and any and all documents, records, agreements, instruments Servicing Files or information relating to such Assets Tax Lien Files in the possession or under of the control of Seller or GuarantorBorrowers. Seller and Guarantor also The Borrowers shall make available to Buyer a the Lender one or more knowledgeable financial or accounting officer officers and representatives of the independent certified public accountants of the Borrowers for the purpose of answering questions respecting of the Assets. Without limiting the generality Lender concerning any of the foregoing, Seller and Guarantor acknowledge that Buyer . The Lender may enter into a Transaction related to any Purchased Assets lend against Tax Liens from Seller the Borrowers based solely upon on the information provided by Seller the Borrowers to Buyer in the Asset Schedule Lender and the representations, warranties warranties, duties, obligations and covenants contained herein, and that Buyer, at its option, has the right Lender may at any time to conduct a partial or complete due diligence review on some or all of the Assets related Tax Liens including re-generating the information used to originate and underwrite such Collateral. The Lender may underwrite such Tax Liens itself or engage a Transaction. Seller and Guarantor agree to cooperate with Buyer and any mutually acceptable third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in do so. [signatures appear on the possession, or under the control, of Seller or Guarantor.following pages]

Periodic Due Diligence Review. The Seller and Guarantor acknowledge acknowledges that Buyer Agent has the right to perform continuing due diligence reviews with respect to Seller the Purchased Assets and Guarantor and the AssetsSeller, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and the Seller and Guarantor agree agrees that upon reasonable (but no less than five three (53) Business Day’sDays’) prior notice unless to the Seller (provided that upon the occurrence of a Default or an Event of Default Default, no such prior notice shall have occurredbe required), in which case no notice is required, to Seller or Guarantor, Buyer Agent or its respective authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession possession, or under the control control, of the Seller or Guarantorand/or the Custodian. Provided that no Event of Default has occurred and is continuing, Agent agrees that it shall exercise commercially reasonable efforts, in the conduct of any such due diligence, to minimize any disruption to Seller’s normal course of business. The Seller and Guarantor also shall make available to Buyer Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Purchased Assets. Without limiting the generality of the foregoing, the Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets Agent for the benefit of Buyers shall purchase Loans from the Seller based solely upon the information provided by the Seller to Buyer Agent in the Asset Loan Schedule and the representations, warranties and covenants contained herein, and that BuyerAgent, 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 Assets Purchased 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 Loan. Agent may underwrite such Loans itself or engage a Transactionmutually agreed upon third party underwriter to perform such underwriting. The Seller and Guarantor agree agrees to cooperate with Buyer Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer Agent and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of the Seller. In addition, Agent has the right to perform continuing Due Diligence Reviews of Purchased Assets for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise. The Seller or Guarantorand Agent further agree that all reasonable and documented out-of-pocket costs and expenses incurred by Agent in connection with Agent’s activities pursuant to this Section 43 shall be paid by the Seller subject to the limitations of Section 23(b) of this Agreement and that, unless an Event of Default has occurred and is continuing, Agent shall be limited to one (1) on-site visit in any calendar year.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree agrees that upon reasonable (but no less than five (5) Business Day’sDays’) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorSeller, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Assets in the possession or under the control of Seller or GuarantorSeller. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Assets related to a Transaction. Seller and Guarantor agree agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, including providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or GuarantorSeller.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor the Advance Receivables and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree agrees that upon reasonable (but no less than five (5) Business Day’sDays’) prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorSeller, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Advance Receivables and Purchased Assets in the possession or under the control of Seller or GuarantorSeller. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Advance Receivables and Purchased Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related to a Transaction. Seller and Guarantor agree Sxxxxx agrees to cooperate with Buyer Administrative Agent and Bxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Advance Receivables and Purchased Assets in the possession, or under the control, of Seller or GuarantorSeller.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree that upon reasonable (but no less than five (5) Business Day’sDays’) prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorSeller, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, examine and inspect, and solely if an Event of Default shall have occurred and be continuing, to make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller provided that unless an Event of Default shall have occurred and be continuing, Seller shall only be obligated to reimburse Buyer’s Expenses for one (1) inspection or Guarantorvisit per year. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related to a Transaction. Seller and Guarantor agree agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, including providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or GuarantorSeller.

Periodic Due Diligence Review. The Repo Seller and Guarantor acknowledge acknowledges that the Buyer has the right to perform continuing due diligence reviews with respect to the Repo Seller and Guarantor and the Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Repo Seller and Guarantor agree agrees that upon reasonable (but no less than five (5) Business Day’sDays’) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or Guarantorthe Repo Seller, the Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of the Repo Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Assets in the possession or under the control of the Repo Seller, subject to the confidentiality provisions of this Agreement and the other Program Agreements. The Repo Seller or Guarantor. Seller and Guarantor also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Assets. Without limiting the generality of the foregoing, the Repo Seller and Guarantor acknowledge acknowledges that the Buyer may enter into a Transaction related to any Purchased Assets from the Repo Seller based solely upon the information provided by the Repo Seller to the Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Assets related to a Transaction. The Repo Seller and Guarantor agree agrees to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, including providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or Guarantorthe Repo Seller.

Periodic Due Diligence Review. The Seller and Guarantor acknowledge acknowledges that the Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and any of the Assets, Assets for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and the Seller and Guarantor agree agrees that upon reasonable (but no less than five one (51) Business Day’s) prior notice unless to the Seller (provided that upon the occurrence of a Default or an Event of Default Default, no such prior notice shall have occurredbe required), in which case no notice is required, to Seller or Guarantor, the Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files, the Records, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Assets in the possession possession, or under the control control, of the Seller or Guarantorand/or the Custodian. The Seller and Guarantor also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Assets. Without limiting the generality of the foregoing, the Seller and Guarantor acknowledge acknowledges that the Buyer may enter into a Transaction related to any Purchased shall purchase Assets from the Seller based solely upon the information provided by the Seller to the Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right right, at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Asset. The Buyer may underwrite such Assets related itself or engage a third party underwriter to a Transactionperform such underwriting. The Seller and Guarantor agree agrees to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of the Seller. In addition, the Buyer has the right to perform continuing Due Diligence Reviews of the Seller or Guarantorand its Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. The Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with the Buyer’s activities pursuant to this Section 44 shall be paid by the Seller.

Periodic Due Diligence Review. Seller and Guarantor acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree that upon reasonable (but no less than five (5) Business Day’sDays) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or Guarantor, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Assets in the possession or under the control of Seller or Guarantor. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Assets related to a Transaction. Seller and Guarantor agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or Guarantor.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has and Agent have the right to perform continuing due diligence reviews with respect to Seller the Purchased Loans and Guarantor and the AssetsSeller, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and Seller and Guarantor agree agrees that upon reasonable (but no less than five three (53) Business Day’sDays’) prior notice unless to Seller (provided that upon the occurrence of a Default or an Event of Default Default, no such prior notice shall have occurred, in which case no notice is be required, to Seller or Guarantor), Buyer and Agent or its their authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Assets Purchased Loans in the possession possession, or under the control control, of Seller or Guarantorand/or Custodian. Provided that no Event of Default has occurred and is continuing, Buyer and Agent each agrees that it shall exercise commercially reasonable efforts, in the conduct of any such due diligence, to minimize any disruption to Seller’s normal course of business. Seller and Guarantor also shall make available to Buyer and Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the AssetsMortgage Files and the Purchased Loans. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets shall purchase Loans from Seller based solely upon the information provided by Seller to Buyer in the Asset Loan Schedule and the representations, warranties and covenants contained herein, and that 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 Assets Purchased Loans, 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 Loan. Buyer may underwrite such Loans itself or engage a Transactionmutually agreed upon third party underwriter to perform such underwriting. Seller and Guarantor agree agrees to cooperate with Buyer Buyer, Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer Buyer, Agent and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of Seller. In addition, Buyer and Agent each has the right to perform continuing Due Diligence Reviews of Purchased Loans for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise. Seller, Buyer and Agent further agree that all out-of-pocket costs and expenses incurred by Buyer and Agent in connection with Buyer’s and Agent’s activities pursuant to this Section 43 shall be paid by Seller or Guarantorsubject to the limitations of Section 23(b) of this Agreement.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree that upon reasonable (but no less than five (5) Business Day’sDays’) prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorSeller, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller or GuarantorSeller. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related to a Transaction. Seller and Guarantor agree Xxxxxx agrees to cooperate with Buyer Xxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, including providing Buyer Xxxxx and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or GuarantorSeller.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree agrees that upon reasonable (but no less than five (5) Business Day’s[***]’) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorSeller, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Assets in the possession or under the control of Seller or GuarantorSeller. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Assets related to a Transaction. Seller and Guarantor agree Xxxxxx agrees to cooperate with Buyer Xxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, including providing Buyer Xxxxx and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or GuarantorSeller.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor the MSR and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree that upon reasonable (but no less than five (5) Business Day’s[***]) prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorSeller, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or GuarantorXxxxxx’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such MSR and Purchased Assets in the possession or under the control of Seller or GuarantorSeller. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the MSR and Purchased Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related to a Transaction. Seller and Guarantor agree Xxxxxx agrees to cooperate with Buyer Xxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such MSR and Purchased Assets in the possession, or under the control, of Seller or GuarantorSeller.

Periodic Due Diligence Review. The Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller the Purchased Loans and Guarantor and the AssetsSeller, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and the Seller and Guarantor agree agrees that upon reasonable (but no less than five three (53) Business Day’sDays’) prior notice unless to the Seller (provided that upon the occurrence of a Default or an Event of Default Default, no such prior notice shall have occurred, in which case no notice is be required, to Seller or Guarantor), Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Assets Purchased Loans in the possession possession, or under the control control, of the Seller or Guarantorand/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 Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the AssetsMortgage Files and the Purchased Loans. Without limiting the generality of the foregoing, the Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets shall purchase Loans from the Seller based solely upon the information provided by the Seller to Buyer in the Asset Loan Schedule and the representations, warranties and covenants contained herein, and that 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 Assets Purchased Loans, 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 Loan. Buyer may underwrite such Loans itself or engage a Transactionthird party underwriter to perform such underwriting. The Seller and Guarantor agree agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of the Seller. In addition, Buyer has the right to perform continuing Due Diligence Reviews of Purchased Loans for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise. The Seller or Guarantorand Buyer further agree that all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 43 shall be paid by the 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 two (2) on-site visits in any calendar year.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the AssetsLoans, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and Seller and Guarantor agree agrees that upon reasonable (but no less than five one (51) Business Day’s) prior notice unless to Seller or Servicer (provided that upon the occurrence of a Default or an Event of Default Default, no such prior notice shall have occurred, in which case no notice is be required, to Seller or Guarantor), Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Assets Loans in the possession possession, or under the control control, of Seller or GuarantorSeller, Servicer and/or Custodian. Seller and Guarantor also shall and shall direct Servicer to make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the AssetsMortgage Files and the Loans. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets shall purchase Loans from Seller based solely upon the information provided by Seller to Buyer in the Asset Loan Schedule and the representations, warranties and covenants contained herein, and that 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 Assets Purchased 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 Loan. Buyer may underwrite such Loans itself or engage a Transactionthird party underwriter to perform such underwriting. Seller and Guarantor agree agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of Seller. In addition, Buyer has the right to perform continuing Due Diligence Reviews (including, without limitation, operational, legal, corporate and background due diligence) of Seller, Servicer and each of its Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. Seller or Guarantorand Buyer further agree that all reasonable out-of-pocket costs and expenses in connection with such due diligence incurred by Buyer in connection with Buyer’s activities pursuant to this Section 44 shall be paid by (i) prior to the occurrence of a Default hereunder, the Seller in an amount not to exceed the Due Diligence Cap and (ii) on and after the occurrence of a Default hereunder, the Seller without regard to the Due Diligence Cap.

Periodic Due Diligence Review. Seller Each of LEAF, the Servicer and Guarantor acknowledge the Borrower acknowledges that Buyer the Lender has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the AssetsContracts, for purposes of verifying compliance with the representations, warranties and specifications covenants made hereunder, or otherwise, and Seller each of LEAF, the Servicer and Guarantor agree the Borrower agrees that upon reasonable (but no less than five two (52) Business Day’sDays') prior notice unless to LEAF, the Servicer, the Borrower and/or the Collateral Agent, as the case may be (which prior notice shall not be required after the occurrence and during the continuation of an Event of Default shall have occurredDefault), in which case no notice is required, to Seller or Guarantor, Buyer the Lender or its authorized representatives representatives, attorneys or accountants, subject to applicable Requirements of Law (including any and all Securities and Exchange Commission's rules and regulations), will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, and make copies and extracts of, the Contracts Files and any and all documents, records, agreements, instruments instruments, property, books, valuations, records, audits or other information relating to such Assets Contracts and the other Collateral in the possession or under the control of Seller or GuarantorLEAF, the Servicer, the Borrower and/or the Collateral Agent. Seller Each of LEAF, the Servicer and Guarantor the Borrower also shall shall, subject to applicable Requirements of Law (including any and all Securities and Exchange Commission's rules and regulations), make available to Buyer the Lender a knowledgeable financial or accounting officer or its independent public accountants for the purpose of answering questions respecting the Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule Contracts Files and the representationsContracts. The Lender may underwrite such Contracts itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each of LEAF, warranties the Servicer and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Assets related to a Transaction. Seller and Guarantor agree Borrower agrees to cooperate with Buyer the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Contracts in the possession, or under the control, of Seller LEAF, the Servicer or Guarantorthe Borrower, as the case may be. Each of LEAF, the Servicer and the Borrower further agrees that LEAF, the Servicer or the Borrower, as the case may be, shall reimburse the Lender for all out-of-pocket costs and expenses incurred by the Lender in 77 connection with the activities of the Lender pursuant to this Section 14.15; provided that, except during the existence of a Default or an Event of Default, such reimbursement shall be limited to any single exercise of the rights granted under this Section 14.15 during any twelve month period.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree that upon reasonable (but no less than five (5) Business Day’s[***]) prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorSeller, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or GuarantorXxxxxx’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the -56- possession or under the control of Seller or GuarantorSeller. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related to a Transaction. Seller and Guarantor agree Xxxxxx agrees to cooperate with Buyer Xxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, including providing Buyer Xxxxx and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or GuarantorSeller.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor the MSR and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree agrees that upon reasonable (but no less than five (5) Business Day’sDays’) prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorSeller, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such MSR and Purchased Assets in the possession or under the control of Seller or GuarantorSeller. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the MSR and Purchased Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related to a Transaction. Seller and Guarantor agree Sxxxxx agrees to cooperate with Buyer Administrative Agent and Bxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such MSR and Purchased Assets in the possession, or under the control, of Seller or GuarantorSeller.

Periodic Due Diligence Review. The Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller the Purchased Loans and Guarantor and the AssetsSeller, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and the Seller and Guarantor agree agrees that upon reasonable (but no less than five three (53) Business Day’sDays’) prior notice unless to the Seller (provided that upon the occurrence of a Default or an Event of Default Default, no such prior notice shall have occurred, in which case no notice is be required, to Seller or Guarantor), Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Assets Purchased Loans in the possession possession, or under the control control, of the Seller or Guarantorand/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 Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the AssetsMortgage Files and the Purchased Loans. Without limiting the generality of the foregoing, the Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets shall purchase Loans from the Seller based solely upon the information provided by the Seller to Buyer in the Asset Loan Schedule and the representations, warranties and covenants contained herein, and that 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 Assets Purchased Loans, 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 Loan. Buyer may underwrite such Loans itself or engage a Transactionmutually agreed upon third party underwriter to perform such underwriting. The Seller and Guarantor agree agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of the Seller. In addition, Buyer has the right to perform continuing Due Diligence Reviews of Purchased Loans for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise. The Seller or Guarantorand Buyer further agree that all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 43 shall be paid by the Seller subject to the limitations of Section 23(b) of this Agreement.

Periodic Due Diligence Review. Seller The Sellers and the Guarantor acknowledge that Buyer each of the Buyers has the right to perform continuing due diligence reviews with respect to Seller the Sellers and the Guarantor and the Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller the Sellers and the Guarantor agree that upon reasonable (but no less than five (5) Business Day’sDays’) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller the Sellers or the Guarantor, Buyer the Buyers or its their authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s the Sellers’ or the Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Assets in the possession or under the control of Seller the Sellers or the Guarantor. Seller The Sellers and the Guarantor also shall make available to Buyer the Buyers a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Assets. Without limiting the generality of the foregoing, Seller the Sellers and the Guarantor acknowledge that Buyer the Buyers may enter into a Transaction related to any Purchased Assets from Seller the Sellers based solely upon the information provided by Seller the Sellers to Buyer the Buyers in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyerthe Buyers, at its their option, has have the right at any time to conduct a partial or complete due diligence review on some or all of the Assets related to a Transaction. Seller The Sellers and the Guarantor agree to cooperate with Buyer the Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer the Buyers and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller the Sellers or the Guarantor.

Periodic Due Diligence Review. Seller and Guarantor acknowledge The Sellers acknowledges that the Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the AssetsLoans, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and the Seller and Guarantor agree agrees that upon reasonable (but no less than five one (51) Business Day’s) prior notice unless to the Sellers (provided that upon the occurrence of a Default or an Event of Default Default, no such prior notice shall have occurredbe required), in which case no notice is required, to Seller or Guarantor, the Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Assets Loans in the possession possession, or under the control control, of Seller or Guarantorthe Sellers and/or the Custodian. Seller and Guarantor The Sellers also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the AssetsMortgage Files and the Loans. Without limiting the generality of the foregoing, Seller and Guarantor the Sellers acknowledge that the Buyer may enter into a Transaction related to any Purchased Assets shall purchase Loans from Seller the Sellers based solely upon the information provided by Seller the Sellers to the Buyer in the Asset Loan Schedule and the representations, warranties and covenants contained herein, and that the 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 Assets Purchased 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 Loan. The Buyer may underwrite such Loans itself or engage a Transactionthird party underwriter to perform such underwriting. Seller and Guarantor The Sellers agree to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of Seller or Guarantorthe Sellers. In addition, the Buyer has the right to perform continuing Due Diligence Reviews of the Sellers, their Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. The Sellers and Buyer further agree that all out-of-pocket costs and expenses incurred by the Buyer in connection with the Buyer’s activities pursuant to this Section 44 shall be paid by the Sellers.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree that upon reasonable (but no less than five (5) Business Day’s[***]) prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorSeller, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or GuarantorXxxxxx’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller or GuarantorSeller. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related to a Transaction. Seller and Guarantor agree Xxxxxx agrees to cooperate with Buyer Xxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, including providing Buyer Xxxxx and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or GuarantorSeller.

Periodic Due Diligence Review. Each Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller and Guarantor agree agrees that upon reasonable (but no less than five three (53) Business Day’s's) prior notice unless an Event of Default shall have occurredoccurred and be continuing, in which case no notice is required, to Seller or Guarantorsuch Seller, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, and make copies and extracts of, the Mortgage Asset Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller or Guarantorand/or the Custodian. Each Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased purchase Mortgage Assets from the applicable Seller based solely upon the information provided by such Seller to Buyer in the Asset Schedule respective Underwriting Package and the representations, warranties and covenants contained herein, and that Buyer, at its optionoption and at its own cost and expense (unless otherwise agreed to by the parties hereto), has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related to purchased in a Transaction, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Purchased Asset. Buyer may underwrite such Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller and Guarantor agree agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller such Seller. In the event that an Event of Default shall have occurred, the Sellers shall reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence review conducted by the Buyer pursuant to this Section 13.11 following the occurrence and during the continuation of such Default or GuarantorEvent of Default.

Periodic Due Diligence Review. Seller and Guarantor The Sellers acknowledge that the Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Assets, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and Seller and Guarantor the Sellers agree that upon reasonable (but no less than five one (51) Business Day’s) prior notice unless an Event of Default shall have occurredto the related Seller, in which case no notice is required, to Seller or Guarantor, the Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, the Asset Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Assets in the possession possession, or under the control control, of such Seller or Guarantorand/or the Custodian. Seller and Guarantor The Sellers also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files and the Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge the Sellers acknowledges that the Buyer may enter into a Transaction related to any Purchased shall purchase Assets from Seller the Sellers based solely upon the information provided by Seller the Sellers to the Buyer in the Asset Schedule Data Transmission and the representations, warranties and covenants contained herein, and that the 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 Assets Purchased Assets, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. The Buyer may underwrite such Loans itself or engage a Transactionthird party underwriter to perform such underwriting. Seller and Guarantor The Sellers agree to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of Seller the Seller. In addition, the Buyer has the right to perform continuing Due Diligence Reviews of the Sellers and their Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. The Sellers and Buyer further agree that all out-of-pocket costs and expenses incurred by the Buyer in connection with the Buyer’s mortgage loan level due diligence shall be paid by the Buyer (but the Buyer may xxxx the Sellers for its up front due diligence expenses incurred in connection with the execution of the Agreement); provided that, in the event that the Buyer determines in connection with its periodic due diligence that additional due diligence is required due to non-compliance with the Underwriting Guidelines or Guarantorbreaches of representations and warranties hereunder, the Sellers shall reimburse the Buyer directly for all reasonable out-of-pocket costs incurred in connection with any resulting additional due diligence.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Assets, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and Seller and Guarantor agree agrees that upon reasonable (but no less than five one (51) Business Day’s) prior notice unless to Seller (provided that upon the occurrence of a Default or an Event of Default Default, no such prior notice shall have occurred, in which case no notice is be required, to Seller or Guarantor), Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files, the Records and any and all documents, records, agreements, instruments or information relating to such Assets in the possession possession, or under the control control, of Seller or Guarantorand/or the Custodian. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the AssetsMortgage Files, the Servicing Files and any other document relating thereto and any other Purchased Asset sold to Buyer hereunder. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased shall purchase Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right right, at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Assets. Buyer may underwrite such Assets related itself or engage a third party underwriter to a Transactionperform such underwriting. Seller and Guarantor agree agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. In addition, Buyer has the right to perform continuing Due Diligence Reviews of Seller or Guarantorand its Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. Seller and Buyer further agree that all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 44 shall be paid by Seller.

Periodic Due Diligence Review. Seller and Guarantor acknowledge that Buyer has the right to may perform continuing due diligence reviews with respect to Seller and Guarantor the Purchased Assets, Underlying Assets, and the AssetsRelevant Parties, 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, and Seller and Guarantor agree that upon . Upon reasonable (but no less than five (5) Business Day’s) prior notice to Seller, unless an a Default or Event of Default shall have occurredexists, in which case no notice is required, to Seller or Guarantor, Buyer or its authorized representatives will be permitted may during normal business hours, hours inspect any properties and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, inspect and make copies of the books and extracts of, any and all documents, records, agreements, instruments or information relating to such Assets in the possession or under the control records of Seller or Guarantorany other Relevant Party, the Underlying Asset Documents and the Servicing Files. Seller and Guarantor also shall make available to Buyer a 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 Assets. Without limiting the generality of Buyer concerning any of the foregoing, . Seller and Guarantor acknowledge that shall cause Servicer to cooperate with Buyer by permitting Buyer to conduct due diligence reviews of the related Servicing Files. Buyer may enter into a Transaction related to any purchase Purchased Assets from Seller based solely upon on the information provided by Seller to Buyer in the Asset Schedule Preliminary Information and the representations, warranties warranties, duties, obligations and covenants contained herein, and that Buyer, 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 Underlying Assets, including ordering new credit reports and new appraisals on the Mortgaged Properties and otherwise regenerating the information used to originate and underwrite such Underlying Assets. Buyer may underwrite such Underlying Assets related itself or engage a mutually acceptable third-party underwriter to a Transactiondo so. Seller shall be responsible for all due diligence costs and Guarantor agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or Guarantorexpenses incurred by Buyer.

Periodic Due Diligence Review. The Seller and Guarantor acknowledge acknowledges that the Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the AssetsLoans, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and the Seller and Guarantor agree agrees that upon reasonable (but no less than five three (53) Business Day’sDays') prior written notice unless an Event of Default shall have occurredto the Seller, in which case no notice is required, to Seller or Guarantor, the Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Assets Loans in the possession possession, or under the control control, of the Seller or Guarantorand/or the Custodian. The Seller and Guarantor also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the AssetsMortgage Files and the Loans. Without limiting the generality of the foregoing, the Seller and Guarantor acknowledge acknowledges that the Buyer may enter into a Transaction related to any Purchased Assets shall purchase Loans from the Seller based solely upon the information provided by the Seller to the Buyer in the Asset Schedule Loan Data Transmission and the representations, warranties and covenants contained herein, and that the 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 Assets Purchased 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 Loan. The Buyer may underwrite such Loans itself or engage a Transactionthird party underwriter to perform such underwriting. The Seller and Guarantor agree agrees to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of the Seller. In addition, the Buyer has the right to perform continuing Due Diligence Reviews of the Seller or Guarantorand its Affiliates, directors, officers and employees. The Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with the Buyer's activities pursuant to this Section 43 shall be paid by the Seller.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree that upon reasonable (but no less than five (5) Business Day’sDays’) prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or GuarantorSeller, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or GuarantorXxxxxx’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller or GuarantorSeller. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets related to a Transaction. Seller and Guarantor agree Xxxxxx agrees to cooperate with Buyer Xxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, including providing Buyer Xxxxx and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or GuarantorSeller.

Periodic Due Diligence Review. The Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller the Purchased Loans and Guarantor and the AssetsSeller, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and the Seller and Guarantor agree agrees that upon reasonable (but no less than five three (53) Business Day’sDays’) prior notice unless to the Seller (provided that upon the occurrence of a Default or an Event of Default Default, no such prior notice shall have occurred, in which case no notice is be required, to Seller or Guarantor), Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Assets Purchased Loans in the possession possession, or under the control control, of the Seller or Guarantorand/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 Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the AssetsMortgage Files and the Purchased Loans. Without limiting the generality of the foregoing, LEGAL02/41072931v2 the Seller and Guarantor acknowledge acknowledges that Buyer may enter into a Transaction related to any Purchased Assets shall purchase Loans from the Seller based solely upon the information provided by the Seller to Buyer in the Asset Loan Schedule and the representations, warranties and covenants contained herein, and that 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 Assets Purchased Loans, 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 Loan. Buyer may underwrite such Loans itself or engage a Transactionmutually agreed upon third party underwriter to perform such underwriting. The Seller and Guarantor agree agrees to cooperate with Buyer Xxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Loans in the possession, or under the control, of the Seller. In addition, Xxxxx has the right to perform continuing Due Diligence Reviews of Purchased Loans for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise. The Seller or Guarantorand Xxxxx further agree that all out-of-pocket costs and expenses incurred by Xxxxx in connection with Buyer’s activities pursuant to this Section 43 shall be paid by the Seller subject to the limitations of Section 23(b) of this Agreement.

Periodic Due Diligence Review. Each Seller acknowledges that Administrative Agent and Guarantor acknowledge that Buyer has Buyers have the right to perform continuing due diligence reviews with respect to such Seller, each Seller Party Subsidiary, the Purchased Assets and Guarantor and the 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 and Contributed Assets or otherwise, and each Seller and Guarantor agree agrees that upon reasonable (but no less than five ten (510) Business Day’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller such Seller, Administrative Agent, Buyers or Guarantor, Buyer or its their authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, and make copies and extracts of, the Asset Files and any and all documents, data, records, agreements, instruments or information relating to such Purchased Assets and Contributed Assets (including, without limitation, quality control review) in the possession or under the control of a Seller or GuarantorParty, Servicer, Property Manager and/or the Custodian; provided that unless an Event of Default has occurred and is continuing, such examination and inspections shall be limited to one occurrence per calendar year. Each Seller and Guarantor also shall make available to Buyer Administrative Agent and Buyers a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files and the Purchased Assets and Contributed Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Administrative Agent and Guarantor acknowledge that Buyer Buyers may enter into a Transaction related to any purchase Purchased Assets and Contributed Assets from such Seller based solely upon the information provided by such Seller to Buyer Administrative Agent and Buyers in the Asset Schedule and the representations, warranties and covenants contained herein, and that BuyerAdministrative Agent or Buyers, at its their option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets, and Contributed Assets related to purchased in a Transaction, including, without limitation, ordering BPOs, new credit reports and new appraisals on the related Mortgaged Properties and REO Properties and otherwise re‑generating the information used to determine the Asset Value of such Purchased Assets and Contributed Assets. Each Seller and Guarantor agree agrees to cooperate with Buyer Administrative Agent, Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer 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 and Contributed Assets in the possession, or under the control, of any Seller. Each Seller or Guarantorfurther agrees that such Seller shall pay all reasonable and documented out‑of‑pocket costs and expenses incurred by Administrative Agent and Buyers in connection with Administrative Agent’s and Buyers’ activities pursuant to this Section 34 in an amount not to exceed the Due Diligence Cap; provided that the Due Diligence Cap shall not apply upon the occurrence of an Event of Default.

Periodic Due Diligence Review. Seller Each of LEAF, the Servicer and Guarantor acknowledge the Borrower acknowledges that Buyer the Lender has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the AssetsContracts, for purposes of verifying compliance with the representations, warranties and specifications covenants made hereunder, or otherwise, and Seller each of LEAF, the Servicer and Guarantor agree the Borrower agrees that upon reasonable (but no less than five two (52) Business Day’sDays') prior notice unless to LEAF, the Servicer, the Borrower and/or the Collateral Agent, as the case may be (which prior notice shall not be required after the occurrence and during the continuation of an Event of Default shall have occurredDefault), in which case no notice is required, to Seller or Guarantor, Buyer the Lender or its authorized representatives representatives, attorneys or accountants, subject to applicable Requirements of Law (including any and all Securities and Exchange Commission's rules and regulations), will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, and make copies and extracts of, the Contracts Files and any and all documents, records, agreements, instruments instruments, property, books, valuations, records, audits or other information relating to such Assets Contracts and the other Collateral in the possession or under the control of Seller or GuarantorLEAF, the Servicer, the Borrower and/or the Collateral Agent. Seller Each of LEAF, the Servicer and Guarantor the Borrower also shall shall, subject to applicable Requirements of Law (including any and all Securities and Exchange Commission's rules and regulations), make available to Buyer the Lender a knowledgeable financial or accounting officer or its independent public accountants for the purpose of answering questions respecting the Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule Contracts Files and the representationsContracts. The Lender may underwrite such Contracts itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each of LEAF, warranties the Servicer and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Assets related to a Transaction. Seller and Guarantor agree Borrower agrees to cooperate with Buyer the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Contracts in the possession, or under the 77 control, of Seller LEAF, the Servicer or Guarantorthe Borrower, as the case may be. Each of LEAF, the Servicer and the Borrower further agrees that LEAF, the Servicer or the Borrower, as the case may be, shall reimburse the Lender for all out-of-pocket costs and expenses incurred by the Lender in connection with the activities of the Lender pursuant to this Section 14.15; provided that, except during the existence of a Default or an Event of Default, such reimbursement shall be limited to any single exercise of the rights granted under this Section 14.15 during any twelve month period.

Periodic Due Diligence Review. The Seller and Guarantor acknowledge acknowledges that Buyer Agent has the right to perform continuing due diligence reviews with respect to Seller the Purchased Assets and Guarantor and the AssetsSeller, for purposes of verifying compliance with the representations, warranties warranties, covenants and specifications made hereunderhereunder or under any other Program Document, or otherwise, and the Seller and Guarantor agree agrees that upon reasonable (but no less than five three (53) Business Day’sDays’) prior notice unless to the Seller (provided that upon the occurrence of a Default or an Event of Default Default, no such prior notice shall have occurredbe required), in which case no notice is required, to Seller or Guarantor, Buyer Agent or its respective authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, hours to examine, inspect, make copies of, and make copies and extracts of, any the Mortgage Files, the Servicing Records and all documents, records, agreements, instruments or information relating to such Assets in the possession or under the control of Seller or Guarantor. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Assets related to a Transaction. Seller and Guarantor agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of the Seller and/or the Custodian. Provided that no Event of Default has occurred and is continuing, Agent agrees that it shall exercise commercially reasonable efforts, in the conduct of any such due diligence, to minimize any disruption to Seller’s normal course of business. The Seller also shall make available to Agent a knowledgeable financial or Guarantoraccounting officer for the purpose of answering questions respecting the Mortgage Files and the Purchased Assets. Without limiting the generality of the foregoing, the Seller acknowledges that Agent for the benefit of Buyers shall purchase Loans from the Seller based solely upon the information provided by the Seller to Agent in the Loan Schedule and the representations, warranties and covenants contained herein, and that Agent, at its option, has the right, at any time to conduct a partial or complete due diligence review on some or all of the Purchased 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 Loan. Agent may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to cooperate with Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing Agent and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating LEGAL02/41245355v3 to such Purchased Assets in the possession, or under the control, of the Seller. In addition, Agent has the right to perform continuing Due Diligence Reviews of Purchased Assets for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise. The Seller and Agent further agree that all reasonable and documented out-of-pocket costs and expenses incurred by Agent in connection with Agent’s activities pursuant to this Section 43 shall be paid by the Seller subject to the limitations of Section 23(b) of this Agreement and that, unless an Event of Default has occurred and is continuing, Agent shall be limited to one (1) on-site visit in any calendar year.

Periodic Due Diligence Review. Seller and Guarantor acknowledge acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Assetsany Transaction Asset, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or determining and re-determining the Aggregate Margin Maintenance Asset Value under Section 3.04(a) hereof, or otherwise, and Seller and Guarantor agree that upon reasonable (but no less than five (5) Business Day’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or Guarantor, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Assets in the possession or under the control of Seller or Guarantor. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some any or all of the Transaction Assets related securing the Transactions, including, without limitation, ordering new credit reports and Appraisals on the applicable Transaction Asset and otherwise regenerating the information used to a Transactionoriginate such Transaction Asset(s). Upon reasonable (but no less than one (1) Business Day) prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Asset Files and any and all documents, records, agreements, instruments or information relating to such Transaction Asset in the possession or under the control of Seller and/or Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files and Guarantor agree the Transaction Assets. Seller agrees to cooperate with Buyer and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets Transaction Asset in the possession, or under the control, of Seller. Seller or Guarantorfurther agrees that Seller shall reimburse Buyer for any and all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer's activities pursuant to this Section 12.15.