Common use of Due Diligence Clause in Contracts

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28.

Due Diligence. Seller The Originator acknowledges that, at reasonable times and upon reasonable notice to Seller, Buyer has that the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files Agent and the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer Lender Group may make Advances and may enter into Transactions with Seller transactions based solely upon the information provided by Seller the Originator to Buyer the Agent and the Lender Group in the Note Receivables Schedules and the representations, warranties and covenants contained herein, and that Buyerthe Agent, at its option, has the right at prior to any time such Advance to conduct a partial or complete due diligence review on some or all of the Purchased LoansTransferred Note Receivables securing such Advance, including, without limitation, re-generating the information used to originate each such Transferred Note Receivables. Buyer The Agent may underwrite such Purchased Loans Transferred Note Receivables itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller The Originator agrees to reasonably cooperate with Buyer the Agent and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer the Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Transferred Notes Receivables in the possession, or under the control, of Sellerthe Servicer. Seller The Originator also shall make available to the Agent and the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Transferred Note Receivables and the related Note Receivable Documents. The Agent agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Originator or any of its Affiliates; provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Agent shall, prior to disclosure thereof, notify the Originator of any request for disclosure of any such non-public information. The Agent further agrees that Seller shall reimburse Buyer not to use any such non-public information for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant purpose unrelated to this Agreement and that the Agent shall not disclose such non public information to any third party underwriter without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 2811.11.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased The Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Without limiting the generality of the foregoing, Seller Originator acknowledges that Buyer the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may enter into Transactions with Seller transactions based solely upon the information provided by Seller the Loan Originator to Buyer the Initial Noteholder in the Loan Schedule and the representations, warranties and covenants contained herein, and that Buyerthe Initial Noteholder, at its option, has the right at any time prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Purchased LoansEligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. Buyer The Initial Noteholder may underwrite such Purchased Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller The Loan Originator agrees to reasonably cooperate with Buyer the Initial Noteholder and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of Sellerthe Servicer. Seller The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees that Seller shall reimburse Buyer not to use any such non-public information for any purpose unrelated to this Agreement and all actual costs and expenses reasonably incurred by Buyer that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with Buyer’s activities pursuant a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 2813.15.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Seller acknowledges that Buyer has the right to request, at Seller’s expense, an Appraisal for any Mortgaged Property securing a Purchased Loan that shall have been subject to a Credit Event. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, financial models, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28.

Due Diligence. Each Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Seller agrees that upon reasonable prior written notice to such Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession or under the control of such Seller, any other servicer or subservicer of Seller and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Asset Files and the Purchased LoansAssets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansAssets. Buyer may underwrite such Purchased Loans Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession, or under the control, of such Seller. Each Seller further agrees that Seller shall reimburse Buyer for any and all actual attorneys’ fees, costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with the Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Sellernotice, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Securities and the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Securities and Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Securities and Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with the Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Securities and Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Securities and Purchased Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyer’s 's activities pursuant to this Section 28.

Due Diligence. Seller Sellers acknowledges that, at reasonable times and upon reasonable notice to SellerSellers, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees Sellers agree that upon reasonable prior written notice to SellerSellers, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of SellerSellers or any Affiliate of Sellers, any other servicer or subservicer of Seller Sellers and/or the Custodian. Seller Sellers also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges Sellers acknowledge that Buyer may enter into Transactions with Seller Sellers based solely upon the information provided by Seller Sellers to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees Sellers agree to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of SellerSellers or any Affiliate of Sellers, or in the Servicer’s possession. Seller Sellers further agrees agree that Seller shall Sellers shall, on a joint and several basis, reimburse Buyer for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 2828 and for Buyer’s actual costs and out-of-pocket expenses incurred in connection with due diligence reviews with respect to Eligible Loans which either Seller proposes to make the subject of a Transaction under this Agreement; provided that so long as no Event of Default has occurred and is continuing, Buyer shall pay for any Appraisals requested by Buyer.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right right, at its own cost and expense, to perform reasonable continuing due diligence reviews with respect to the Purchased Loans, Loans for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or or, at its own cost and expense, engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28.

Due Diligence. The Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansMortgage Loans and the Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that upon reasonable prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to the Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans in the possession or under the control of Seller, any other servicer or subservicer of the Seller and/or the Custodian. The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Mortgage Files and the Purchased Mortgage Loans. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from the Seller based solely upon the information provided by the Seller to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans in the possession, or under the control, of the Seller. The Seller further agrees that the Seller shall reimburse Buyer for any and pay all actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 2827 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall not exceed $20,000 per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence, at the sole expense of Seller without regard to the dollar limitation set forth herein.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, Sellers acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees Sellers agree that upon reasonable prior written notice to SellerSellers, provided that, in the event that a Default shall have occurred, then without notice, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of SellerSellers, any other servicer Servicer or subservicer of Seller and/or the Custodian. Seller Sellers also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges Sellers acknowledge that Buyer may enter into Transactions with Seller the Sellers based solely upon the information Collateral Information provided by each respective Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees Sellers agree to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of SellerSellers. Seller Sellers further agrees agree that Seller Sellers shall reimburse Buyer for any and all actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyer’s 's activities pursuant to this Section 2815 hereof.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Seller acknowledges and agrees that Buyer has the right to request, at Seller’s expense, a new Appraisal for any Mortgaged Property securing a Purchased Loan upon the occurrence of a Credit Event relating to such Purchased Loan or upon an Event of Default, but not more than once in any six (6) month period. Prior to the occurrence of either a Credit Event or a Facility Event of Default, Buyer may also request one (1) Appraisal during any consecutive twenty-four month period for the related Mortgaged Property at Seller’s expense. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, financial models, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of Seller (excluding internal rate of return or other internal metrics relating to the profitability of Guarantor or Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28).

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer upon reasonable advance written notice a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 2828 and for Buyer’s actual costs and out-of-pocket expenses incurred in connection with due diligence reviews with respect to Eligible Loans which Seller proposes to make the subject of a Transaction under this Agreement. Notwithstanding the foregoing, (x) Seller’s obligation to reimburse Buyer for Buyer’s out-of-pocket costs and expenses (including legal expenses) incurred in connection with Eligible Loans which Seller proposes to make the subject of a Transaction shall not exceed $15,000 with respect to any individual Eligible Loan without Seller’s prior consent and (y) so long as an Event of Default has not occurred and is not continuing, with respect to any due diligence Buyer proposes to perform with respect to any Purchased Loan after the related Purchase Date which would create a reimbursement obligation on the part of Seller, Buyer shall provide to Seller prior written notice of such due diligence activities (including an estimate of the cost) and a reasonable opportunity for Seller to demonstrate to Buyer that such due diligence need not be performed, provided the final determination to perform or not perform such due diligence shall be made by Buyer.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyer’s 's activities pursuant to this Section 2821, including, without limitation, reasonable attorneys' fees and expenses.

Due Diligence. Seller acknowledges thatthat Administrative Agent, at reasonable times and upon reasonable notice to Selleron behalf of Buyers, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or determining or re-determining the Asset Base Component for purposes of Section 4 of this Agreement, or otherwise, and Seller agrees that upon Administrative Agent, on behalf of Buyers, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Assets, including, without limitation, ordering new credit reports and Appraisals on the applicable collateral and otherwise regenerating the information used to originate such Purchased Assets. Upon reasonable prior written notice to Seller, Buyer Administrative Agent, on behalf of Buyers, or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such any Purchased Loans Asset in the possession or under the control of Seller, any other servicer or subservicer of Seller sub-servicer and/or the Custodian. Seller also shall make available to Buyer Administrative Agent, on behalf of Xxxxxx, a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files Asset Files, the Servicing Records and the Purchased LoansAssets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller Xxxxxx agrees to reasonably cooperate with Buyer Administrative Agent, on behalf of Buyers, and any third party underwriter reasonably acceptable to Seller designated by Administrative Agent or any Buyer in connection with such underwriting, including, but not limited to, providing Buyer Administrative Agent, on behalf of Buyers, and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession, or under the control, of such Seller. Seller further Xxxxxx agrees that Seller shall to reimburse Buyer Administrative Agent, on behalf of Xxxxxx, for any and all actual reasonable out-of-pocket attorneys’ fees, costs and expenses reasonably incurred by Buyer Administrative Agent, on behalf of Buyers, in connection with Buyer’s activities pursuant to this Section 28continuing due diligence on Eligible Assets and Purchased Assets, including, without limitation, the cost of annual updated Appraisals on the Mortgaged Properties and Diligence Fees.

Due Diligence. (a) The Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansEligible Assets and the Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each of the Seller agrees that upon reasonable prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to the Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records Asset Files and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Eligible Assets in the possession or under the control of Seller, any other servicer or subservicer of the Seller and/or the Custodian. The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Asset Files and the Purchased LoansEligible Assets. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may enter into Transactions with purchase Eligible Assets from the Seller based solely upon the information provided by the Seller to Buyer in the Purchased 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 LoansEligible Assets purchased in a Transaction, including, without limitation, ordering broker's price opinions, new credit reports and new appraisals on the related Mortgaged Properties or Underlying Properties and otherwise re-generating the information used to originate such Eligible Asset. Buyer may underwrite such Purchased Loans Eligible Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Eligible Assets in the possession, or under the control, of the Seller. The Seller further agrees that the Seller shall reimburse Buyer for any and pay all actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyer’s 's activities pursuant to this Section 2817 ("Due Diligence Costs").

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, The Sellers acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansMortgage Loans and the Sellers, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees the Sellers agree that upon reasonable prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to Sellerthe Sellers, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller the Sellers and/or the Custodian. Seller The Sellers also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Mortgage Files and the Purchased Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges the Sellers acknowledge that the Buyer may enter into Transactions with Seller purchase Mortgage Loans from the Sellers based solely upon the information provided by Seller the Sellers to the Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Buyer may underwrite such Purchased Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees The Sellers agree to reasonably cooperate with the Buyer and any third party underwriter reasonably acceptable to Seller 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 Mortgage Loans in the possession, or under the control, of Sellerthe Sellers. Seller The Sellers further agrees agree that Seller the Sellers shall reimburse Buyer for any and pay all actual out-of-pocket costs and expenses reasonably incurred by the Buyer in connection with the Buyer’s activities pursuant to this Section 2827 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall not exceed $25,000 per calendar year unless an Event of Default shall have occurred, in which event the Buyer shall have the right to perform due diligence, at the sole expense of the Seller without regard to the dollar limitation set forth herein.”

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession or under the control of Seller, Primary Servicer, Interim Servicer, any other servicer or subservicer of Seller sub-servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets during the term of this Agreement, which shall be paid by Seller to Buyer within ten (10) days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Asset Files and the Purchased LoansAssets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansAssets. Buyer may underwrite such Purchased Loans Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual attorneys’ fees, costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, agrees that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted permitted, upon 2 Business Days prior written request, during normal business hours and subject to the Seller’s normal security and confidentiality procedures to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges agrees that Buyer may enter into Transactions with the Seller Repurchase Agreement $400MM Facility FINAL VERSION based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of Seller. Seller further agrees that In addition, Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and other property level information, with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request. Seller also agrees to reimburse Buyer as and when billed by Buyer for any and all actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities due diligence reviews with respect to the Purchased Loans pursuant to this Section 2828 and the enforcement or the preservation of Buyer’s rights under this Agreement or any Transaction contemplated hereby, including without limitation the reasonable fees and disbursements of its counsel; provided, that with respect to such costs and expenses relating to due diligence reviews prior to any Event of Default, Seller shall only be required to reimburse Buyer for such costs and expenses relating to two due diligence reviews during any 12 month period.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Assets Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased LoansAssets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with the Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansAssets. Buyer may underwrite such Purchased Loans Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right right, at its own cost and expense, to perform continuing due diligence reviews with respect to the Purchased Loans, Assets and the related Underlying Assets for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan FilesAssets File, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets and Underlying Assets in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting with respect to the Purchased Loan Files Asset File and the Purchased LoansAssets and Underlying Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into the Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansAssets and the Underlying Assets. Buyer may underwrite such the Purchased Loans Assets and the Underlying Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such the Purchased Loans Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, Buyer has that the Buyers have the right to perform continuing due diligence reviews with respect to the Purchased LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, the Buyer or its their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Asset Files and the Purchased LoansAssets. Without limiting the generality of the foregoing, Seller acknowledges that the Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to the Buyer and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansAssets. The Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with the Buyer and any third party underwriter reasonably acceptable to Seller 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 Loans Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse the Buyer for any and all actual reasonable costs and expenses reasonably incurred by Buyer the Buyer, not to exceed $10,000 with respect to each Purchased Asset, in connection with the Buyer’s 's activities pursuant to this Section 2825.

Due Diligence. Each Seller acknowledges thatthat Buyer has performed due diligence reviews and, at reasonable times and upon reasonable notice to Sellerprior notice, Buyer has the right to perform continuing due diligence reviews with respect to the applicable Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and . Each Seller agrees that upon reasonable prior written notice to such Seller, Buyer or its Buyer’s authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of such Seller, any other servicer or any subservicer (provided that, unless an Event of Seller and/or the CustodianDefault has occurred and is continuing, or unless Buyer has a commercially reasonable basis for doing so, Buyer shall not be permitted to conduct more than one (1) such review during any calendar year). Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the applicable Purchased Loans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by such Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time time, either itself or through its authorized representative, to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of such Seller. Each Seller further agrees that such Seller shall reimburse Buyer for any and all actual reasonable and documented out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities due diligence reviews with respect to the Purchased Loan incurred pursuant to this Section 2824, including, without limitation, reasonable attorneys’ fees and expenses (provided that, the due diligence conducted in connection with the initial purchase of an Eligible Loan shall be limited to the Underwriting Fee).

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or determining or re-determining the Asset Base for purposes of Section 4 of this Agreement, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some any or all of the Purchased Loans. Buyer may underwrite , including, without limitation, ordering new credit reports and Appraisals on the applicable collateral and otherwise regenerating the information used to originate such Purchased Loans itself Loans; provided, however, notwithstanding anything to the contrary contained herein, so long as no Event of Default is continuing, in no event shall Seller be responsible for payment of Diligence Fees of Buyer hereunder in excess of Buyer’s reasonable fees and expenses (including reasonable fees and expenses of Buyer’s outside service providers and outside counsel) for each New Loan. Upon reasonable (but no less than one (1) Business Days’) prior written notice to Seller, Buyer or engage its authorized representatives will be permitted during normal business hours to examine and inspect the Purchased Loan Files and any and all documents, records, agreements, instruments or information relating to any Purchased Loan in the possession or under the control of Seller, any servicer or sub-servicer and/or Custodian. Seller also shall make available to Buyer, upon reasonable advance written notice, a third party underwriter to perform such underwritingknowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Loan Files and the Purchased Loans. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller 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 Loans in the possession, or under the control, of such Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28.

Due Diligence. (a) Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, Mortgage Loans and Seller for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to SellerSeller unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans in the possession or under the control of SellerMaster Servicer, any other servicer or subservicer of Seller and/or the applicable Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Mortgage Files and the Purchased Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller Xxxxxx agrees to reasonably cooperate with Buyer Xxxxx and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or determining or re-determining the Asset Base for purposes of Section 4 of this Agreement, or otherwise, and Seller agrees that upon Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Loans, including, without limitation, ordering new credit reports and Appraisals on the applicable collateral and otherwise regenerating the information used to originate such Purchased Loans; provided, however, notwithstanding anything to the contrary contained herein, so long as no Event of Default is continuing, in no event shall Seller be responsible for payment of Diligence Fees of Buyer hereunder in excess of $30,000 per calendar year. Upon reasonable (but no less than three (3) Business Days) prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such any Purchased Loans Loan in the possession or under the control of Seller, any other servicer or subservicer of Seller sub-servicer and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller 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 Loans in the possession, or under the control, of such Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Seller acknowledges that Buyer has the right to request, at Seller’s expense, an Appraisal for any Mortgaged Property securing a Purchased Loan upon the occurrence of an Appraisal Event relating to such Purchased Loan or if an Appraisal for the related Mortgaged Property for such Purchased Loan was not obtained within the twelve (12) month period prior to such request. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, financial models, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 2827 on or before the Purchase Date for any Purchased Loan or within ten (10) days after Buyer shall reject any prospective New Cxxxxxxxxx.

Due Diligence. The Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansMH Loans and the Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that upon reasonable prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to the Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records Files and any and all documents, records, agreements, instruments or information relating to such Purchased MH Loans in the possession or under the 42 control of Seller, any other servicer or subservicer of the Seller and/or the Custodian. The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased MH Loans. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may enter into Transactions with purchase MH Loans from the Seller based solely upon the information provided by the Seller to Buyer in the Purchased MH Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansMH Loans purchased in a Transaction, including, without limitation, ordering broker's price opinions, new credit reports and new appraisals on the related mortgaged properties and otherwise re-generating the information used to originate such MH Loan. Buyer may underwrite such Purchased MH Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased MH Loans in the possession, or under the control, of the Seller. The Seller further agrees that the Seller shall reimburse Buyer for any and pay all actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyer’s 's activities pursuant to this Section 2827 ("Due Diligence Costs"); provided, that such Due Diligence Costs shall not exceed $50,000 per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence, at the sole expense of Seller without regard to the dollar limitation set forth herein.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, inspect and make copies and extracts of, of the Purchased Loan Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession or under the control of Seller, any other servicer Servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer upon reasonable advance notice a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Asset Files and the Purchased LoansAssets, and at least once annually, Buyer shall be permitted to visit Guarantor and/or Seller’s offices at a mutually agreeable time to meet with the investment and management teams regarding their investment and management strategies. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansAssets. Buyer may underwrite such Purchased Loans Assets itself or engage a third third-party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third third-party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third third-party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession, or under the control, of SellerSeller (excluding, for the avoidance of doubt, any information which Seller is not permitted to obtain from the obligors under the Purchased Asset Documents without cost or expense to Seller (other than de minimis cost or expense)). Seller further agrees that Seller shall reimburse Buyer for any and all actual out-of-pocket due diligence costs reasonably incurred by Buyer relating to Buyer’s review of any Purchased Asset (including, without limitation, reasonable and actual out-of-pocket outside legal costs, custodial fees and third-party due diligence costs and fees). Seller shall pay for all of Buyer’s actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyeron-site diligence visits. Upon the request of Xxxxx, upon the occurrence and during the continuance of an Event of Default, at Seller’s activities pursuant sole cost and expense, with respect to this Section 28any individual Purchased Asset, Seller shall obtain updated Appraisals of the Mortgaged Properties relating to such Purchased Asset.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, Sellers acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees Sellers agree that upon reasonable prior written notice to SellerSellers, provided that, in the event that a Default shall have occurred, then without notice, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of SellerSellers, any other servicer Servicer or subservicer of Seller and/or the Custodian. Seller Sellers also shall make available to Buyer a knowledgeable financial or 56 61 accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges Sellers acknowledge that Buyer may enter into Transactions with Seller the Sellers based solely upon the information Collateral Information provided by each respective Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees Sellers agree to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of SellerSellers. Seller Sellers further agrees agree that Seller Sellers shall reimburse Buyer for any and all actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyer’s 's activities pursuant to this Section 2815 hereof.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Sellernotice, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, inspect and make copies and extracts of, of the Purchased Loan Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession or under the control of any Originator, Seller, any other servicer Servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Asset Files and the Purchased LoansAssets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansAssets. Buyer may underwrite such Purchased Loans Assets itself or engage a third third-party underwriter to perform such underwriting. Seller Xxxxxx agrees to reasonably cooperate with Buyer Xxxxx and any third third-party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third third-party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession, or under the control, of SellerSeller or any Originator. Seller further agrees that Seller shall reimburse Buyer for all due diligence costs relating to Buyer’s review of any Purchased Asset (including, without limitation, legal costs, custodial fees and third-party due diligence costs and fees). Buyer in good faith expects that (except with respect to Purchased Assets that are secured by multiple Mortgaged Properties or contain features that require more due diligence than customary, including, without limitation, unique property and/or funding characteristics, including, but not limited to, table fundings, mezzanine debt/preferred equity/co-lending structures, Ground Leases, and condominiums) (a) initial loan-level due diligence costs with respect to any Purchased Asset (other than attorneys’ fees and expenses related to the initial review of the related Purchased Asset Documents) will not be greater than $5,000 and (b) initial loan-level due diligence costs comprised of attorneys’ fees and expenses related to the initial review of the Purchased Asset Documents with respect to any Purchased Asset will be in an amount equal to approximately $7,500; provided that Seller is at all actual times obligated to reimburse Buyer for all such costs notwithstanding whether such costs exceed $5,000 or $7,500, as applicable. Seller shall pay for all of Buyer’s costs and expenses reasonably incurred by Buyer in connection with Buyeron-site diligence visits; provided that such liability shall be limited to one (1) visit per year unless an Event of Default or Funding Termination Event has occurred. Unless an Event of Default has occurred and is continuing, (i) Seller shall be obligated to pay the costs for Appraisals required under Section 12(h)(iv)(A) and (ii) with respect to Appraisals required under Section 12(h)(iv)(B), Seller shall be obligated to pay costs for one (1) Appraisal per Purchased Asset per year if such Appraisal reflects an “as-is” appraised value that is less than the “as-is” appraised value reflected on the previous Appraisal; if such Appraisal reflects an “as-is” appraised value that is equal to or greater than the “as-is” appraised value reflected on the previous Appraisal, Buyer shall be obligated to pay for the costs of such Appraisal. Xxxxxx agrees to cooperate with Xxxxx and any Independent Appraiser in connection with obtaining Appraisals. Xxxxxx agrees to pay all of Xxxxx’s activities pursuant to this Section 28costs and expenses incurred in connection with any Future Funding request.

Due Diligence. Seller Customer acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansWarehouse Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller Customer agrees that upon reasonable prior written notice to SellerCustomer, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan FilesRecords, Servicing Records servicing records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans the Warehouse Assets in the possession or under the control of SellerCustomer, any other servicer or subservicer of Seller and/or the Custodian. Seller Customer also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased LoansWarehouse Assets. Without limiting the generality of the foregoing, Seller Customer acknowledges that Buyer may enter into Transactions with Seller make Investment of Principal based solely upon the information provided by Seller Customer to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansWarehouse Assets. Buyer may underwrite such Purchased Loans Warehouse Assets itself or engage a third party underwriter to perform such underwriting. Seller Customer agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Warehouse Assets in the possession, or under the control, of SellerCustomer. Seller further agrees that Seller Customer shall reimburse Buyer for any and all actual costs and promptly upon demand pay Buyer’s reasonable, third-party expenses reasonably incurred by Buyer in connection with underwriting assets, making Investments of Principal and, acquiring and reselling the Warehouse Assets, including the reasonable fees and expenses of Buyer’s activities pursuant to this Section 28counsel.

Due Diligence. Seller The Originator acknowledges that, at reasonable times and upon reasonable notice to Seller, Buyer has that the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files Administrative Agent and the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer Lenders may enter into Transactions with Seller transactions based solely upon the information provided by Seller the Originator to Buyer the Administrative Agent and the Lenders in the Collateral Schedule and the representations, warranties and covenants contained herein, and that Buyerthe Administrative Agent and the Lenders, at its their option, has have the right at prior to the making of any time Credit Extension under the Credit Agreement to conduct a partial or complete due diligence review on some or all of the Purchased LoansCollateral securing such purchase, including ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Collateral. Buyer The Administrative Agent or any Lender may underwrite such Purchased Loans Collateral itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller The Originator agrees to reasonably cooperate with Buyer the Administrative Agent and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, including providing Buyer the Administrative Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Collateral in the possession, or under the control, of Sellerthe Servicer. Seller The Originator also shall make available to the Administrative Agent and the Lenders a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Collateral Files and the Collateral. The Administrative Agent and each Lender agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Originator or any of its Affiliates (including the Collateral Files); provided that (1) nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process and (2) unless specifically prohibited by applicable law or court order, the Administrative Agent or such Lender shall, prior to disclosure thereof, notify the Originator of any request for disclosure of any such non-public information. The Administrative Agent and each Lender further agrees that Seller shall reimburse Buyer not to use any such non-public information for any purpose unrelated to this Agreement, and all actual costs the Administrative Agent and expenses reasonably incurred by Buyer each Lender agrees that it shall not disclose such non-public information to any third party underwriter in connection with Buyer’s activities pursuant a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 28Section.

Due Diligence. Seller acknowledges that, so long as no Event of Default is then continuing (at reasonable times and upon reasonable notice to Sellerprior notice), Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansAssets, for purposes of verifying compliance with the representations, warranties and [NEWYORK 3032673_23] specifications made hereunder, or determining or re-determining the Asset Base for purposes of Section 4 of this Agreement, or otherwise, and Seller agrees that upon Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on any or all of the Purchased Assets, including, without limitation, ordering new credit reports and Appraisals (subject to Section 12(g)(vi) hereof) on the applicable collateral and otherwise regenerating the information used to originate such Purchased Assets. Upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such any Purchased Loans Asset in the possession or under the control of Seller, any other servicer or subservicer of Seller sub-servicer and/or the Custodian. Seller also shall make reasonably available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting answering questions respecting the Purchased Loan Files Asset Files, the Servicing Records and the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwritingAssets. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller 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 Loans Assets in the possession, or under the control, of such Seller. Seller further agrees that Seller shall to reimburse Buyer for any and all actual reasonable out-of-pocket attorneys’ fees, costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to continuing due diligence on Eligible Assets and Purchased Assets, including, without limitation, the cost of annual updated Appraisals on the Mortgaged Properties and Diligence Fees in accordance with this Section 28Agreement.

Due Diligence. The Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansMortgage Loans and the Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that upon reasonable prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to the Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans in the possession or under the control of Seller, any other servicer or subservicer of the Seller and/or the Custodian. The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Mortgage Files and the Purchased Mortgage Loans. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from the Seller based solely upon the information provided by the Seller to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansMortgage Loans purchased in a Transaction, including, without limitation, ordering broker's price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans in the possession, or under the control, of the Seller. The Seller further agrees that the Seller shall reimburse Buyer for any and pay all actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyer’s 's activities pursuant to this Section 2827 ("Due Diligence Costs"); provided, that such Due Diligence Costs shall not exceed $20,000 per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence, at the sole expense of Seller without regard to the dollar limitation set forth herein.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, The Sellers acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansMortgage Loans and the Sellers, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees the Sellers agree that upon reasonable prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to Sellerthe Sellers, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller the Sellers and/or the Custodian. Seller The Sellers also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Mortgage Files and the Purchased Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges the Sellers acknowledge that the Buyer may enter into Transactions with Seller purchase Mortgage Loans from the Sellers based solely upon the information provided by Seller the Sellers to the Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansMortgage Loans purchased in a Transaction, including, without limitation, ordering broker's price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Buyer may underwrite such Purchased Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees The Sellers agree to reasonably cooperate with the Buyer and any third party underwriter reasonably acceptable to Seller 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 Mortgage Loans in the possession, or under the control, of Sellerthe Sellers. Seller The Sellers further agrees agree that Seller the Sellers shall reimburse Buyer for any and pay all actual out-of-pocket costs and expenses reasonably incurred by the Buyer in connection with the Buyer’s 's activities pursuant to this Section 2827 ("Due Diligence Costs"); provided, that such Due Diligence Costs shall not exceed $25,000 per calendar year unless a Default or Event of Default shall have occurred, in which event the Buyer shall have the right to perform due diligence, at the sole expense of the Seller without regard to the dollar limitation set forth herein.

Due Diligence. Seller The Originator acknowledges that, at reasonable times and upon reasonable notice to Seller, Buyer has that the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files Agent and the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer Lender Group may make Loans and may enter into Transactions with Seller transactions based solely upon the information provided by Seller the Originator to Buyer the Agent and the Lender Group in the Note Receivables Schedules and the representations, warranties and covenants contained herein, and that Buyerthe Agent, at its option, has the right at prior to any time such Loan to conduct a partial or complete due diligence review on some or all of the Purchased LoansTransferred Note Receivables securing such Loan, including, without limitation, re-generating the information used to originate each such Transferred Note Receivables. Buyer The Agent may underwrite such Purchased Loans Transferred Note Receivables itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller The Originator agrees to reasonably cooperate with Buyer the Agent and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer the Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Transferred Notes Receivables in the possession, or under the control, of Sellerthe Servicer. Seller The Originator also shall make available to the Agent and the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Transferred Note Receivables and the related Note Receivable Documents. The Agent agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Originator or any of its Affiliates; provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Agent shall, prior to disclosure thereof, notify the Originator of any request for disclosure of any such non-public information. The Agent further agrees that Seller shall reimburse Buyer not to use any such non-public information for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant purpose unrelated to this Agreement and that the Agent shall not disclose such non public information to any third party underwriter without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 2811.11.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by Seller to Buyer within five (5) days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Asset Files and the Purchased LoansAssets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansAssets. Buyer may underwrite such Purchased Loans Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual attorneys’ fees, costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller agrees to reimburse Buyer for any and all out-of-pocket costs and expenses incurred by Buyer with respect to due diligence on the Purchased Assets during the term of this Agreement, which shall be paid by Seller to Buyer within (10) days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Asset Files and the Purchased LoansAssets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansAssets. Buyer may underwrite such Purchased Loans Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual reasonable attorneys’ fees, costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant diligence on Eligible Assets and Purchased Assets. With respect to this Section 28Purchased Assets that Buyer determines to be “performing” Purchased Assets, in its sole and absolute discretion, Seller shall have no liability for costs and expenses related to the ongoing surveillance of such performing Purchased Assets. Notwithstanding the foregoing any due diligence costs paid to third parties, including, without limitation, FIRREA appraisals, environmental reports or other third party underwriting reports, or any travel expenses, shall be paid by Seller to Buyer within 10 days after receipt of an invoice therefor.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Sellernotice, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession or under the control of Seller, any other servicer the Servicer or subservicer of Seller and/or the CustodianCustodian (provided, that unless an Event of Default has occurred and is continuing or unless Buyer otherwise has a commercially reasonable basis for doing so, Buyer shall not be permitted to conduct more than one (1) such review during any calendar year). Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Asset Files and the Purchased LoansAssets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansAssets. Buyer may underwrite such Purchased Loans Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession, or under the control, of Seller. Seller agrees to pay Buyer such amount as is necessary to cover Buyer’s actual, reasonable, out-of-pocket costs incurred in performing due diligence for each prospective Purchased Asset, including, without limitation, third-party desk reviews of environmental and engineering reports and other due diligence and fees and disbursements of Buyer’s counsel. Buyer will notify Seller if it anticipates due diligence legal costs and fees to exceed $10,000 with respect to any prospective Purchased Asset, and further agrees that Buyer will endeavor to keep Seller informed of due diligence legal costs and fees by providing updates to Seller from time to time (but in no event shall Buyer shall have any liability or obligation to Seller or otherwise for any failure to so notify or inform Seller (nor shall the same constitute or be deemed to constitute a default by Buyer hereunder) and in all events Seller shall reimburse Buyer for any and all actual be obligated to pay to full amount of such costs and expenses reasonably incurred by Buyer fees as provided in connection with Buyer’s activities pursuant to this Section 28).

Due Diligence. Seller acknowledges that, at reasonable times The Issuer and upon reasonable notice to Seller, Buyer the Servicer acknowledge that the Note Purchaser has the right to perform continuing due diligence reviews with respect to the Purchased Loans, Collateral for purposes of verifying compliance with the representations, warranties and specifications covenants made hereunder, hereunder or otherwise, and Seller agrees the Issuer and the Servicer agree that upon reasonable prior written notice to Seller, Buyer (with no notice being required upon the occurrence and during the continuance of any Event of Default) the Note Purchaser and Trustee or its any of their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Collateral in the possession or under the control of Sellerthe Servicer or the Issuer. Other than during the occurrence and continuance of an Event of Default, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased LoansNote Purchaser will pay all out-of-pocket expenses incurred by it in connection with such reviews. Without limiting the generality of the foregoing, Seller the Issuer acknowledges that Buyer the Note Purchaser may enter into Transactions with Seller purchase the Note based solely upon the information provided by Seller to Buyer the Note Purchaser in the Schedule of Receivables and the representations, warranties and covenants contained hereinherein and in the other Basic Documents, and that Buyerthe Note Purchaser, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansCollateral securing the Advances, including without limitation verifying the information used to originate any Receivables. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter The Issuer and the Servicer agree to perform such underwriting. Seller agrees cooperate to reasonably cooperate the fullest extent possible with Buyer the Note Purchaser and any third party underwriter reasonably acceptable to Seller in connection with such underwritingdue diligence reviews, including, but not limited to, providing Buyer and any third party underwriter the Note Purchaser with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Collateral in the possession, or under the control, of Sellerthe Issuer or the Servicer. The Issuer and Servicer acknowledge and agree that no due diligence performed by the Trustee, the Note Purchaser or any of their respective agents shall limit or otherwise affect the representations and warranties made by them or the Seller further agrees that Seller shall reimburse Buyer for under any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28of the Basic Documents.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, Buyer has that Buyers have the right to perform continuing due diligence reviews with respect to the Purchased LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer Buyers or its their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer Buyers a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased LoansAssets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer Buyers may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer Buyers and the representations, warranties and covenants contained herein, and that BuyerBuyers, at its their option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansAssets. Buyer Buyers may underwrite such Purchased Loans itself themselves or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer Buyers and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer Buyers and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer Buyers for any and all actual out-of-pocket costs and expenses reasonably incurred by Buyer Buyers in connection with Buyer’s Buyers' activities pursuant to this Section 2825 following an Event of Default.

Due Diligence. The Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansMortgage Loans and the Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller agrees that upon reasonable prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to the Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans in the possession or under the control of Seller, any other servicer or subservicer of the Seller and/or the Custodian. The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Mortgage Files and the Purchased Mortgage Loans. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from the Seller based solely upon the information provided by the Seller to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans in the possession, or under the control, of the Seller. The Seller further agrees that the Seller shall reimburse Buyer for any and pay all actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 2826 (“Due Diligence Costs”); provided, that such Due Diligence Costs shall not exceed $25,000 for each year, measured from the date of this Repurchase Agreement and each anniversary of the date of this Repurchase Agreement thereafter unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to perform due diligence, at the sole expense of Seller without regard to the dollar limitation set forth herein.

Due Diligence. Seller acknowledges thatthat Buyer has performed due diligence reviews, at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and . Seller agrees that upon reasonable prior written notice to Seller, Buyer or its Buyer’s authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Asset Files and the Purchased LoansAssets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time time, either itself or through its authorized representative, to conduct a partial or complete due diligence review on some or all of the Purchased LoansAssets, provided that Seller’s obligation to pay Buyer’s costs expenses of due diligence shall be limited as set forth in the Fee Letter. Buyer may underwrite such Purchased Loans Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities due diligence reviews with respect to each Purchased Asset pursuant to this Section 2823, including, without limitation, reasonable attorneys’ fees and expenses and subject to the limitations set forth in the Fee Letter.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Securities and the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Securities and Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Securities and Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with the Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Securities and Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Securities and Purchased Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual out-of-pocket third party costs and expenses reasonably incurred by Buyer in connection with Buyer’s 's activities pursuant to this Section 2821.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of Seller, any other Servicer or sub-servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Loans. Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 2823, including, without limitation, reasonable attorneys’ fees and expenses.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Sellernotice, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession or under the control of Seller, any other servicer Servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Asset Files and the Purchased LoansAssets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansAssets. Buyer may underwrite such Purchased Loans Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any all out-of-pocket costs incurred in performing due diligence for each prospective Purchased Asset, including, without limitation, third party desk reviews of environmental and all actual costs engineering reports and expenses reasonably incurred by Buyer in connection with fees and disbursements of Buyer’s activities pursuant counsel relating to this Section 28Buyer’s review of any Purchased Asset.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by Seller to Buyer within (10) days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Asset Files and the Purchased LoansAssets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansAssets. Buyer may underwrite such Purchased Loans Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual reasonable attorney’s fees, costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28diligence on Eligible Assets and Purchased Assets.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Without limiting the generality of the foregoing, Seller The Originator acknowledges that Buyer the Noteholders may purchase Notes and advance Borrowings and may enter into Transactions with Seller transactions based solely upon the information provided by Seller the Originator to Buyer the Noteholders in the Loan Schedule and the representations, warranties and covenants contained herein, and that Buyerthe Noteholders, at its their option, has have the right at prior to such purchase of the Notes or the advance of any time Borrowing therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Purchased LoansTransferred Loans securing such purchase, including, without limitation, re-generating the information used to originate each such Transferred Loan. Buyer The Noteholders may underwrite such Purchased Transferred Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller The Originator agrees to reasonably cooperate with Buyer the Noteholders and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer the Noteholders and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Transferred Loans in the possession, or under the control, of Sellerthe Servicer. Seller The Originator also shall make available to the Noteholders a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Transferred Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Originator or any of its Affiliates; provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Originator of any request for disclosure of any such non-public information. The Noteholder further agrees that Seller shall reimburse Buyer not to use any such non-public information for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non public information to any third party underwriter without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 28.11.13. 103

Due Diligence. (a) Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, Mortgage Loans and Seller for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to SellerSeller unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans in the possession or under the control of SellerMaster Servicer, any other servicer or subservicer of Seller and/or the applicable Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Mortgage Files and the Purchased Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansMortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Purchased Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28.

Due Diligence. Seller acknowledges thatthat Buyer has performed due diligence reviews, at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and . Seller agrees that upon reasonable prior written notice to Seller, Buyer or its Buyer’s authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Mortgage Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Mortgage Loan Files and the Purchased Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time time, either itself or through its authorized representative, to conduct a partial or complete due diligence review on some or all of the Purchased Mortgage Loans. Buyer may underwrite such Purchased Mortgage Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with commercially reasonable access to any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities due diligence reviews with respect to the Purchased Mortgage Loan incurred pursuant to this Section 2823, including, without limitation, reasonable attorneys’ fees and expenses of outside counsel subject, however, to any limitations on Due Diligence Fees as set forth in the Fee Letter.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, Buyer has that the Buyers have the right to perform continuing due diligence reviews with respect to the Purchased LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, the Buyer or its their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Asset Files and the Purchased LoansAssets. Without limiting the generality of the foregoing, Seller acknowledges that the Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to the Buyer and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansAssets. The Buyer may underwrite such Purchased Loans itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with the Buyer and any third party underwriter reasonably acceptable to Seller 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 Loans Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse the Buyer for any and all actual reasonable costs and expenses reasonably incurred by Buyer the Buyer, not to exceed $10,000 with respect to each Purchased Asset, in connection with the Buyer’s activities pursuant to this Section 2825.

Due Diligence. Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased LoansAssets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession or under the control of Seller, Servicer, any other servicer or subservicer of Seller sub-servicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets during the term of this Agreement, which shall be paid by Seller to Buyer within five (5) days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Asset Files and the Purchased LoansAssets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by Seller to Buyer and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased LoansAssets. Buyer may underwrite such Purchased Loans Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to reasonably cooperate with Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall reimburse Buyer for any and all actual attorneys’ fees, costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to this Section 28continuing due diligence on Eligible Assets and Purchased Assets.