Common use of Due Diligence Clause in Contracts

Due Diligence. (a) Seller covenants and agrees to all of the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.

Due Diligence. (a) Seller covenants acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or 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, which shall be paid by Seller to Buyer within thirty (30) calendar 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 questions respecting the Purchased Asset Files and the Purchased Assets. 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 terms Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and provisions set forth any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Purchased Assets in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to reimburse Buyer for any reason whatsoeverand all attorneys’ fees, as determined costs and expenses incurred by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed connection with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, continuing due diligence on Eligible Assets and Buyer may terminate this Agreement without payment of any damages or penaltyPurchased Assets.

Due Diligence. (a) Seller covenants and agrees to all Buyer shall have, through the last day of the terms and provisions set forth in this Section 5.2(a). Between due diligence period, which shall be thirty (30) days from the Commencement Date, or five (5) days from the date Buyer receives an appraisal of this Agreement the Premises and Phase I environmental report, whichever is later (but in no event later than forty-five (45) days from the Effective TimeCommencement Date), in addition which to examine, inspect and investigate the Premises and, in Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its 's sole and absolute discretion deems necessary or appropriatejudgment and discretion, including a due diligence review of to determine whether the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or Premises is acceptable to Buyer and to obtain all necessary internal approvals, (the "Due Diligence Period"). In the event the Buyer determines in its reasonable discretion that a Phase II environmental report is necessary to permit Buyer to complete Buyer's due diligence, the Due Diligence Period shall be extended for any reason whatsoevera reasonable period of time, as determined not to exceed thirty (30) days, from the date the Buyer receives the Phase I environmental report. If Buyer, by Buyer written notice to Seller, waives its right to terminate this Agreement pursuant to this Paragraph prior to the last day of the Due Diligence Period, then the Due Diligence Period shall be deemed to have ended on the date such notice is received by Seller. Notwithstanding anything to the contrary in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement by giving notice of termination to Seller (the, "Due Diligence Termination Notice") on or before the last day of the Due Diligence Period. If Buyer does not give the Due Diligence Termination Notice, this Agreement shall continue in full force and effect. If this Agreement terminates pursuant to this Paragraph, the First Deposit, other than the $5,000.00 identified as non-refundable, shall be refunded to Buyer immediately, and all further rights and obligations of the parties under this Agreement shall terminate. If this Agreement is not terminated pursuant to this Paragraph, Buyer shall have the obligation to immediately place in escrow the Second Deposit and the Deposit (i.e, First Deposit and Second Deposit) which shall then be deemed non-refundable absent Seller's breach. In the event that Buyer would not proceed with this Agreement, it shall furnish to Seller copies of all tests, surveys, reports and inspections obtained by Buyer without payment cost. Seller shall receive notice of the performance of any damages tests and inspections and have the right to be present. Buyer shall have reasonable access to the Premises for the purpose of conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests (including intrusive inspection and sampling), and any other inspections, studies or penaltytests reasonably required by Buyer, but in a manner not disruptive of ongoing business. Seller shall cooperate with Buyer and enforce the provisions of existing tenants' leases, if necessary to facilitate Buyer's access and inspections. Buyer shall keep the Premises free and clear of any liens and will indemnify, defend and hold Seller harmless from all claims and liabilities asserted against Seller as a result of any such entry by Buyer, its agents, employees or representatives. If any inspection or tests disturbs the Premises, Buyer will restore the Premises to the same condition as existed prior to any such inspection or test. Buyer and its agents, employees and representatives shall have a continuing right of reasonable access to the Premises during the pendency of this Agreement for the purpose of examining and making copies of all books and records and other materials relating to the Premises in Seller's or its property manager's possession and Buyer shall have the right to conduct a "walk-through" of the Premises prior to Closing upon appropriate notice to tenants as permitted under the Leases. In the course of its investigations, Buyer may make inquiries to third parties, including, without limitation, tenants, lenders, contractors, property managers, parties to Service Contracts and municipal, local and other government officials and representatives, and Seller consents to such inquiries, provided same are performed in a professional manner and does not disrupt any ongoing business. The obligations of the Buyer under this Paragraph shall survive the termination of this Agreement.

Due Diligence. (a) Subject to the provisions of Section 7.1 below, Asset Seller covenants and hereby agrees to all deliver to Asset Buyer within five (5) business days following the Effective Date which shall mean the date on which the last of the terms Asset Buyer, Asset Seller and provisions any other party signing this Agreement shall have signed or initialed this Agreement, as applicable (“Effective Date”), those due diligence items (“Due Diligence Items”) reasonably requested by Asset Buyer or set forth herein. Asset Buyer shall have thirty (30) days (“Due Diligence Period”) from Asset Seller’s written indication to Asset Buyer that Asset Seller has delivered all (or substantially all available Due Diligence Items to review and to approve the Due Diligence Items and any other information or documentation it acquires, where Asset Seller will confirm to Asset Buyer that it has delivered all such information and materials in its possession or control for review. If Asset Buyer, in its sole discretion, does not approve any of the Due Diligence Items or any of the information provided to Asset Buyer pursuant to this section or any information or documentation it otherwise acquires at any time prior to the expiration of the Due Diligence Period, Asset Buyer, at its option, may terminate this Agreement by written notice to Asset Seller delivered at any time within 48 hours after the expiration of the Due Diligence Period, whereupon this Agreement shall become null and void and of no further force and effect, the Deposit (as defined below) shall be returned to the Asset Buyer and the parties hereto shall have no further obligation one to the other. However, in lieu of such immediate termination of this Agreement, Asset Buyer may at its option, notify Asset Seller in writing of those matters as to which it has concerns and extend the Due Diligence Period and Asset Buyer’s right to terminate this Agreement and to receive the return of the Deposit as to those items only shall be extended for a period of an additional fifteen (15) days in order to give the parties the opportunity to resolve such concerns. Asset Buyer’s failure to terminate this Agreement pursuant to this Section 1.4 shall not affect Asset Buyer’s right to require the satisfaction of all conditions to closing set forth in this Section 5.2(a)Agreement. Between the date Asset Buyer and Asset Seller shall also take all necessary steps following execution of this Agreement and to obtain the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and transfer of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with Liquor License or to consummate any obtain a new liquor license in favor of Asset Buyer necessary to run the transactions contemplated by this Agreement, including Business from the Merger, or to negotiate revised terms, provisions or conditions for any of ALA (the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty“Liquor License”).

Due Diligence. (a) Seller covenants and agrees to all of acknowledges that Buyer has the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine perform continuing due diligence reviews with respect to the officesPurchased Assets, propertiesfor purposes of verifying compliance with the representations, equipmentwarranties and specifications made hereunder, invoicesor otherwise, customer and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreement books and records of Seller and of agreements, instruments or information relating to such Purchased Assets in the Seller Subsidiary, (b) meet and discuss possession or under the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review control of Seller, any other servicer or subservicer and/or the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller SubsidiaryCustodian. Seller shall promptly provide agrees to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to reimburse Buyer for any reason whatsoever, as determined and all reasonable out-of-pocket costs and expenses incurred by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other with respect to the Purchased Assets during the term or provision of this Agreement, which shall be paid by Seller to Buyer will have no duty within five (5) days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or obligation accounting officer for the purpose of any kind or nature whatsoever to proceed with or to consummate any answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the transactions contemplated foregoing, Seller acknowledges that Buyer may enter into Transactions with Seller based solely upon the information provided by this AgreementSeller to Buyer and the representations, including warranties and covenants contained herein, and that Buyer, at its option, has the Mergerright at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or to negotiate revised termsunder the control, provisions or conditions of Seller. Seller further agrees that Seller shall reimburse Buyer for any of the transactions contemplated and all attorneys’ fees, costs and expenses incurred by this Agreement, including the Merger, Buyer in connection with continuing due diligence on Eligible Assets and Buyer may terminate this Agreement without payment of any damages or penaltyPurchased Assets.

Due Diligence. Each Seller Party acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, Seller Parties, Settlement Agents, Approved Investors and other parties which may be involved in or related to Transactions (a) collectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller Parties agree that upon reasonable prior notice to the Seller Parties, 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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of any Seller Party. The Seller Parties will use best efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. The Seller Parties shall also make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may 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 agrees 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 terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Mortgage Loans in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the . Each Seller Subsidiary Party further agrees that it shall pay all out-of-pocket costs and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable discretion, then, notwithstanding any other term or provision of activities pursuant to this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 16.

Due Diligence. (a) Seller covenants acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or sub-servicer and/or 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, which shall be paid by Seller to Buyer within thirty (30) calendar 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 questions respecting the Purchased Asset Files and the Purchased Assets. 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 terms Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and provisions set forth any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Purchased Assets in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller. Upon a written demand therefor by Buyer to Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. further agrees that Seller shall promptly provide to Buyer copies of all documents related to the Seller (but in no event later than ten (10) Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as Days after such a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to demand) reimburse Buyer for any reason whatsoeverand all reasonable attorneys’ fees, as determined costs and expenses of outside counsel reasonably incurred by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed connection with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, continuing due diligence on Eligible Assets and Buyer may terminate this Agreement without payment of any damages or penaltyPurchased Assets.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Mortgage Loans, Seller, Guarantor and each Servicer, including, without limitation, financial information, organization documents, business plans, purchase agreements and underwriting purchase models for each pool of Purchased Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, to review the servicing of the Purchased Mortgage Loans, or otherwise, and Seller agrees that (a) upon reasonable prior notice to Seller, unless an Event of Default shall have occurred and be continuing, 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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of Seller and/or the Custodian, or (b) upon request, Seller shall create and deliver to Buyer within three (3) Business Days of such request, an electronic copy via email to Xxxxxxx.Xxxxxxx@xxx.xxx, in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Purchased Mortgage Loans. Seller shall also provide to Buyer all loan level due diligence conducted by a third-party on the Purchased Mortgage Loans. Such due diligence may be provided to Buyer after the Mortgage Loan is subject to a Transaction. Buyer will periodically review Seller’s loan level due diligence process and findings and may request additional loan level due diligence be conducted if deemed necessary in its reasonable discretion. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Mortgage Loans from Seller and enter into additional Transactions with respect to the Purchased Mortgage Loans based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Purchased Mortgage Loans purchased in a Transaction, including, without limitation, ordering new credit reports and provisions set forth new appraisals on the related Mortgaged Properties with respect to the Purchased Mortgage Loans and otherwise re-generating the information used to originate such Purchased Mortgage Loan, which information may be used by Buyer to calculate Market Value. Buyer may underwrite such Purchased Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Xxxxxx agrees to cooperate with Buyer or any third party underwriter in this Section 5.2(a). Between the date of this Agreement and the Effective Timeconnection with such underwriting, in addition including, but not limited to, providing Buyer with access to Buyer’s rights provided by Section 5.1(a)any documents, Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Mortgage Loans in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s pay all out-of-pocket costs and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in Buyerconnection with Xxxxx’s reasonable discretiondue diligence activities pursuant to this Section 20 in an amount not to exceed the Due Diligence Cap; provided, thenthat, notwithstanding any other term or provision the Due Diligence Cap shall not apply during the occurrence and continuance of this Agreement, Buyer will have no duty or obligation an Event of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyDefault.

Due Diligence. (a) Property Management Seller covenants and hereby agrees to deliver to Property Management Buyer within three (3) business days of the effective date (for purposes herein, said delivery shall require that Property Management Seller make available all such materials at the Location of the Management Company), which shall mean the date on which the last of the Property Management Buyer, Property Management Seller and any other party signing this Agreement shall have signed or initialed this Agreement, as applicable (“Effective Date”), those due diligence items (“Due Diligence Items”) requested by Property Management Buyer or set forth herein. Property Management Buyer shall have thirty (30) days (“Due Diligence Period”) from receipt of all of the terms Due Diligence Items to review and provisions to approve the Due Diligence Items and any other information or documentation it acquires. If Property Management Buyer, in its sole discretion, does not approve any of the Due Diligence Items or any of the information provided to Property Management Buyer pursuant to this section or any information or documentation it otherwise acquires at any time prior to the expiration of the Due Diligence Period, Property Management Buyer, at its option, may terminate this Agreement by written notice to Property Management Seller delivered at any time prior to the expiration of the Due Diligence Period, whereupon this Agreement shall become null and void and of no further force and effect, the Deposit (as defined below) shall be returned to the Property Management Buyer and the parties hereto shall have no further obligation to one another. Property Management Buyer’s failure to terminate this Agreement pursuant to this Section 1.4 shall not affect Property Management Buyer’s right to require the satisfaction of all conditions to closing set forth in this Section 5.2(a)Agreement. Between the date Property Management Buyer and Property Management Seller shall also reasonably cooperate with Property Management Buyer following execution of this Agreement and to obtain the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation transfer of any kind or nature whatsoever licenses in favor of Property Management Buyer necessary to proceed with or to consummate any of run the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyBusiness.

Due Diligence. (a) Seller covenants From and agrees to all of the terms and provisions set forth in this Section 5.2(a). Between after the date of this Agreement hereof through and including 5 p.m. eastern time on August 15, 2011 (the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a“Due Diligence Period”), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, Buyer shall have the full right to (a) examine examine, inspect and investigate the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be matters associated therewith, and, at Buyer’s sole expenseand absolute discretion, except that to determine whether the Property is acceptable to Buyer and to obtain all necessary internal approvals. Seller shall permit Buyer, its engineers, analysts, contractors and agents to conduct non-invasive physical inspections of the Property, including the structural, electrical and mechanical aspects of the Improvements, the interiors of all buildings, supports, site work, foundations, soil, subsurface soils, drainage, seismic and other geological and topographical matters, location of asbestos, toxic substances, hazardous materials or wastes, if any, and any other non-invasive investigations as Buyer deems prudent or desirable with respect to the physical condition of the Property. Provided Buyer shall restore any damage resulting to the Property by reason thereof, Buyer shall also have the right to conduct minimally invasive testing of the Property associated with any existing asbestos and lead paint located on the Property and any Phase II environmental assessments recommended by any Phase I environmental site assessment of the Property obtained by Buyer, provided Buyer shall provide seller with not less than three (3) business days prior written notice of such testing. Such investigations may be made by Buyer and/or its agents during any normal business hours. Buyer shall also have the right to investigate all matters relating to the zoning, use and compliance with other applicable laws, which relate to the use and occupancy of the Property. Seller shall cooperate to assist Buyer in completing such inspections and special investigations and Seller shall also make available to Buyer (in an office of the Seller’s property management company) for review and copying by Buyer (at Buyer’s expense) copies of any property information in Seller’s possession, provided Seller makes no representation or warranty as to the accuracy or completeness of such information. Notwithstanding anything contained in this Section 3.1, Seller Subsidiaryneed not deliver or make available to Buyer Seller’s employeesinternal confidential memoranda, attorney-client privileged materials and other confidential materials. Buyer acknowledges that any and all of the items provided by or on behalf of Seller that are not otherwise known by or available to the public are proprietary and confidential in nature and are delivered to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose such non-public Due Diligence Items, or any of the provisions, terms or conditions thereof, to any party outside of Buyer’s organization other than its agents, consultants, attorneys, representatives, officers prospective partners and accountants available their counsel and prospective lenders and their counsel. Such physical inspections and investigations of the Property shall be conducted only upon no less than twenty-four (24) hours’ notice (which may be telephonic) to Seller and shall be conducted at such times and in such a manner as to minimize any unreasonable disruption to tenants upon the Property. Seller shall have the right, but not the obligation, to accompany Buyer during such investigations and/or inspections. Anything contained herein to the contrary notwithstanding, Buyer shall not communicate (whether in person or by telephone) with any officials at environmental, zoning, assessment or other government agencies regarding the Property or the Seller by name without charge Seller’s prior written consent (which consent shall not be unreasonably withheld), with the exception that Buyer shall be entitled to obtain from the Government of York County, Virginia both a zoning letter from, and a response to a FOIA request for a “no-Building Code violations” letter. Seller (and, at Seller’s option and cost, Seller’s counsel) shall have the absolute right to be present at any meetings (including meetings conducted by telephone) with any governmental and quasi-governmental authorities and officials, including but not limited to any neighborhood commission members, whether at a formal or informal meeting. Purchaser shall provide copies of documents any correspondence sent to or received from such officials, within two (2) business days after receipt or dispatch, as the case may be. Purchaser shall not have the right to make any commitments to any such parties that are in any way binding on Seller or the Property. In addition, and notwithstanding the foregoing, Buyer and its agents and representatives shall: (a) not unreasonably disturb the tenants of the Improvements or unreasonably interfere with their use of the Real Property pursuant to their respective Leases; (b) not unreasonably interfere with the operation and maintenance of the Real Property; (c) not damage any part of the Property or any personal property owned or held by any tenant; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant; (e) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property; (f) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (g) restore the Improvements and the surface of the Real Property to the condition in which the same was found before any such inspection or tests were undertaken; and (h) not reveal or disclose any information obtained during the Due Diligence Period concerning the Property to anyone outside Buyer’s organization other than its agents, consultants, attorneys, representatives, prospective partners and their counsel and prospective lenders and their counsel, except as may be required by applicable law. Buyer shall, at its sole cost and expense, comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances or policies in conducting its inspection of the Property and physical testing. Buyer shall, and does hereby agree to indemnify, defend and hold the Seller, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees) caused by reason of Buyer’s or Buyer’s agents’ actions taken in, on or about the Property in the exercise of the inspection right granted pursuant to this Section 3.1, including, without chargelimitation, (i) claims made by any tenant against Seller for personal injury or property damage resulting from Buyer’s wrongful entry into such tenant’s premises in connection with Buyer’s review of the Property; provided that, in no event shall Buyer be liable for any diminution in value of the Property resulting from or in connection with the findings of Buyer’s due diligence studies pursuant to this Section 3.1 and (ii) Buyer’s obligations pursuant to this Section 3.1. If Buyer shall obtain and maintain insurance from a creditworthy company with a policy limit of not less than Two Million Dollars ($2,000,000.00) for the results purposes of its obligations and liabilities under this Section 3.1, and shall deliver to Seller a certificate of such due diligence review or meetings are not entirely satisfactory or acceptable insurance naming the Seller as an additional insured, prior to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding physical inspections of the Property. This Section 3.1 shall survive the Close of Escrow and/or any other term or provision termination of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.

Due Diligence. (a) Seller covenants acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Mortgage Loans and agrees Seller, including, without limitation, financial information, organization documents, business plans, purchase agreements and underwriting purchase models for each pool of Purchased Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, to all review the servicing of the terms Purchased Mortgage Loans, or otherwise, and provisions set forth Seller agrees that upon reasonable prior written notice to a Responsible Officer of Seller, unless an Event of Default shall have occurred, in this Section 5.2(a)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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of Seller and/or the Custodian. Between Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the date purpose of this Agreement answering questions respecting the Mortgage Files and the Effective TimePurchased Mortgage Loans. Without limiting the generality of the foregoing, in addition Seller acknowledges that Buyer may purchase Purchased Mortgage Loans from Seller and enter into additional Transactions with respect to Buyer’s rights the Purchased Mortgage Loans based solely upon the information provided by Section 5.1(a)Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein and that Buyer, acting through Buyer’s own personnelat its option, legal counsel, accountants and other representatives and agents, shall have has the full right at any time to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such conduct a partial or complete due diligence review on a reasonable portion of the Purchased Mortgage Loans purchased in a Transaction, including, without limitation, ordering new credit reports and new appraisals on the related Mortgaged Properties with respect to the Mortgage Loans and otherwise re-generating the information used to originate such Mortgage Loan, which information may be used by Buyer to calculate Market Value. Buyer may underwrite such Purchased Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer or any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer with access to any documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s pay all out-of-pocket costs and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable discretiondue diligence activities pursuant to this Section 20, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever in an amount not to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyexceed [***] per calendar year.

Due Diligence. (a) Seller covenants and agrees to all of the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and At any time between the Effective TimeDate and Closing, in addition to BuyerRedeveloper and Redeveloper’s rights provided by Section 5.1(a)agents, Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, employees (collectively the “Entrants”) shall have the full right continuing right, on three (3) days prior notice to the Township (athe “Entry Notice”), and at reasonable times, to enter the Township-Owned Property to carry out or perform any inspections, tests, investigations and studies (the “Entry Activities”) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion Township-Owned Property which Redeveloper deems necessary or appropriateappropriate for purposes of ascertaining the physical feasibility of redeveloping, or to survey, the Township-Owned Property. The Township agrees to reasonably cooperate with Redeveloper and Redeveloper’s professionals and consultants in making the Township-Owned Property available for such investigations and Entry Activities. Redeveloper’s Entry Notice shall set forth a date and time of entry, the identity of all persons and entities who shall enter upon the Property, the estimated duration of the entry, and a description of the anticipated Entry Activities to be performed during the entry and locations where the activities will be performed. The Township shall have the right, but not the obligation, to have representatives present during each such access to the Property in order to observe all Entry Activities. Redeveloper shall have the right to collect split samples from any samples taken by Entrants upon prior notice of same. All activities performed by the Entrants shall be undertaken in a good and workmanlike manner, and shall not cause any permanent damage to the Property. While performing the Entry Activities, the Entrants shall exercise that degree of care and skill ordinarily exercised under similar circumstances by members of the environmental and engineering consulting professions, as applicable, performing the kind of Entry Activities being performed hereunder and practicing in the same or similar locality during the same general period of time. Redeveloper shall pay for all Entry Activities performed, and cause its authorized consultants, agents, contractors, and subcontractors, as the case may be, to pay for all work, free and clear of all mechanic’s and construction liens and encumbrances. If the Entry Activities results in the discovery of handling of hazardous materials or any contamination, Redeveloper agrees that Entrants will use that degree of skill and care in exercising its rights under this Agreement that are consistent with prudent procedure under such circumstances. Redeveloper, at its own cost and expense, shall obtain all governmental approvals (local, state and federal) and any other approvals necessary for the Entry Activities, including obtaining a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory xxxx-out of all assets and other Intellectual Property utilities at the Property, prior to the commencement of Seller and the Seller Subsidiaryany Entry Activities. Seller The Township shall promptly have no responsibility whatsoever for any damage to existing improvements, utilities, or communications systems caused as a result of work performed under this Agreement. Redeveloper shall provide to Buyer copies the Township evidence of all documents related insurance coverage in types and amounts reasonably acceptable to Township, prior to gaining access to the Seller Business Township-Owned Property or conducting any tests or investigations thereon. All such insurance policies and declaration pages shall name the Township as an additional insured, and, prior to the initial entry contemplated by the section, Redeveloper shall provide the Township with declaration pages showing that Buyer reasonably requestsit has been named as an additional insured. Buyer and BuyerIt is understood that Redeveloper’s representatives and agents shall be permitted to meet with representatives and employees right of Seller individually and as a group. The due diligence review by Buyer entry under this Section will be at BuyerRedeveloper’s sole expenserisk, except that Seller shall make Seller’s and Redeveloper agrees to indemnify and hold the Seller Subsidiary’s Township, including its collective employees, officers, agents, and representatives, officers harmless against any and accountants available to Buyer without charge all damages, liability, claims, costs, obligations, payments, penalties, fines, expenses (including reasonable attorneys’ fees, engineering fees, or other professional fees) and shall provide copies judgments incurred by or asserted against Township or the Township-Owned Property arising out of documents to Buyer without charge. If the results of such or in connection with Redeveloper’s due diligence review and Entry Activities at or meetings are on the Township-Owned Property, excluding, however, liability, claims, costs, or expenses arising out of existing violations of Environmental Laws or other Applicable Laws identified or discovered at the Township-Owned Property during the course of Redeveloper’s investigations but not entirely satisfactory caused by Redeveloper, and further excluding any damage, liability, claims, costs, or acceptable to Buyer expenses caused by the Township’s own gross negligence or willful act or omission. Redeveloper shall further be responsible for restoring the Township-Owned Property following any reason whatsoeverintrusive testing, as determined by Buyer in Buyersampling or similar activity. Redeveloper’s reasonable discretion, then, notwithstanding obligations under this Section shall survive delivery of the Deed or any other term or provision termination of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.

Due Diligence. Seller shall, within seven (a7) Seller covenants business days after the Effective Date, make available to Buyer true and agrees to all correct copies of the terms documents, reports and provisions other materials and information pertaining to the Assets, which are in Seller’s possession or control and set forth in this Section 5.2(aon the attached Exhibit I (the “Seller Materials”). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s agents, consultants, contractors, engineers and other representatives shall thereafter have the right for fifteen (15) days after receipt of the Seller Materials (the “Due Diligence Period”) to review the Seller Materials and agents to satisfy itself as to the feasibility and acceptability of the Assets for the Buyer’s intended use and to enter onto each of the Properties to inspect and test the Properties and the other Assets including all buildings, improvements and equipment located thereon. In addition, the Seller shall permit Buyer and its authorized representatives reasonable access, upon forty-eight hours advance notice, to all of Seller’s premises, books, records, financial records and key personnel relative to the Retail Business and the Assets and shall cause its key personnel to furnish Buyer with such financial, operating and other information regarding the Seller’s Retail Business, Assets, contracts, liabilities, employees and properties as Buyer may reasonably request. Buyer’s analysis, inspection and testing may include, but shall not be permitted limited to: soil analysis and borings, utility location availability, environmental testing and studies (including but not limited to meet with representatives Phase I and employees of Phase II environmental site assessments), perc testing, geological testing, financial analysis, analysis for SEC (as hereinafter defined) compliance and any and all other tests, studies or analysis, which Buyer, in its sole discretion, deems appropriate (collectively, the “Property and Retail Business Studies and Analysis”). Buyer shall indemnify, hold harmless and defend Seller individually from and against all property damage, suits, actions, expenses, judgments, other damages and claims (including attorney and expert fees) resulting from Buyer’s Property and Retail Business Studies and Analysis. In the event Buyer makes borings or causes any physical change to the Properties as a groupresult of the Property and Retail Business Studies and Analysis, Buyer shall return the Properties to their condition prior to the Property and Retail Business Studies and Analysis. The due diligence review by In the event that the Buyer will be at determines that the results of any analysis, inspection or testing of the Seller Materials and/or Assets or the Property and Retail Business Studies and Analysis are unacceptable (the “Inspection Defects”), in Buyer’s sole expensediscretion, except that Seller shall make Seller’s and Buyer may, by written notice delivered to the Seller Subsidiaryprior to the expiration of the Due Diligence Period, either (i) terminate this Agreement; or (ii) waive as a condition to Buyer’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without chargeobligations hereunder all Inspection Defects. If In the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined event that this Agreement is terminated by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of pursuant to this AgreementSection 6, Buyer will have deliver a copy of the Property and Retail Business Studies and Analysis and return all Seller Materials to Seller and there shall be no duty further liability or obligation of any kind or nature whatsoever to proceed with or to consummate on any of the transactions contemplated by parties hereto and this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any Agreement shall become null and void. The obligations of the transactions contemplated by this Agreement, including the Merger, Seller and Buyer may terminate under this Agreement without payment of any damages or penaltySection 6 shall survive Closing.

Due Diligence. (a) Seller acknowledges 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 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 and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Loan Files and the Purchased Loans. Seller acknowledges that, upon any determination by Buyer that a decrease in the Market Value of the Purchased Loan has occurred, Buyer has the right to request, at Seller’s expense, an Appraisal for any Mortgaged Property securing the Purchased Loan, not more frequently than once in any calendar year; provided, however, that Buyer shall have the right to request an additional Appraisal in the same calendar year, and, if such Appraisal results in a determination by Buyer that a decrease in the Market Value of the Purchased Loan has occurred, Seller shall reimburse Buyer for the costs and expenses related to such additional Appraisal. 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 agrees 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 terms 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 provisions set forth any third party underwriter reasonably acceptable to Seller in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of financial models, agreements, instruments or information relating to such Purchased Loans in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to reimburse Buyer for any reason whatsoever, as determined and all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s reasonable discretion, then, notwithstanding any other term activities pursuant to this Section 27 on or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of before the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions Purchase Date for any of the transactions contemplated by this Agreement, including the Merger, and Purchased Loan or within ten (10) days after Buyer may terminate this Agreement without payment of shall reject any damages or penaltyprospective New Collateral.

Due Diligence. Each of Seller and Guarantor acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller Parties, the Guarantor, the Servicer, the Purchased Assets, Pledged Assets, Underlying Mortgage Loans subject to any Transaction and Underlying REO Property in connection with any Transaction or otherwise pledged hereunder, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each of Seller and Guarantor agrees that (a) upon reasonable prior notice to Seller 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 Asset Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets, Pledged Assets, Underlying Mortgage Loans, Underlying REO Properties of the Seller (the “Due Diligence Documents”) in the possession or under the control of Seller, Guarantor, Servicer and/or the Custodian, or (b) upon request, Seller shall create and deliver to Buyer within twenty (20) calendar days of such request, an electronic copy on CD or DVD, in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files, the Purchased Assets, the Pledged Assets, the Underlying REO Property and the Underlying Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Purchased Assets, Pledged Assets, Underlying Mortgage Loans subject to a Transaction or Underlying REO Properties pledged in connection with a Transaction, including, without limitation, ordering appraisals or BPOs, new credit reports and provisions set forth in this Section 5.2(a). Between new appraisals on the date related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan, performing compliance, legal, credit and servicing file reviews, as well as reviews of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, claim history and prospects files with FHA, VA and USDA and verification of the Seller Business with representatives FHA Mortgage Insurance in place, VA Loan Guaranty Agreement in place and employees of Seller USDA Guaranty in place. Buyer may due diligence such Purchased Assets, Pledged Assets, Underlying Mortgage Loans and the Seller Subsidiary and (c) otherwise Underlying REO Properties itself or engage a mutually agreed upon third party due diligence firm to perform such due diligence review of Sellerdiligence, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a subject to such third party due diligence review firm executing the Buyer’s standard form of non-disclosure agreement. Seller agrees to cooperate with Buyer and any third party due diligence firm in connection with such underwriting, including, but not limited to, providing Buyer and any third party due diligence firm with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties in the Contractspossession, assetsor under the control, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives provided, however, that unless an Event of Default has occurred and agentsis continuing, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiarysuch on-site visits and/or on-site examinations shall be limited to one (1) per calendar year. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s pay all reasonable third-party out-of-pocket costs and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable discretionactivities pursuant to this Section 21 (“Due Diligence Costs”) in an amount not to exceed the Due Diligence Cap per calendar year; provided that the Due Diligence Cap shall not apply upon the occurrence and continuance of an Event of Default. In addition, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment perform corporate level due diligence on the Seller and Servicer, provided, however, that prior to the occurrence and continuation of any damages or penaltyan Event of Default the Seller shall not be required to pay for such corporate level due diligence more than once per annum (which due diligence shall also be subject to the Due Diligence Cap; provided that the Due Diligence Cap shall not apply upon the occurrence and continuance of an Event of Default).

Due Diligence. Each Seller Party and Guarantor acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Mortgage Loans and Contributed Assets and Seller Parties and Guarantor, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Seller Party and Guarantor agrees that (a) upon reasonable prior notice to Sellers and Guarantor 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 Asset Files and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans and Contributed Assets (the “Due Diligence Documents”) in the possession or under the control of Sellers and/or Guarantor and/or the Custodian, or (b) upon request, Sellers or Guarantor shall create and deliver to Buyer within five (5) Business Days of such request, an electronic copy on CD or DVD, in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Sellers and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files, Purchased Mortgage Loans and Contributed Assets. Without limiting the generality of the foregoing, each Seller Party and Guarantor acknowledges that Buyer may purchase Mortgage Loans from Sellers and enter into Transactions with respect to REO Property based solely upon the information provided by Sellers or Guarantor to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Purchased Mortgage Loans and provisions set forth Contributed Assets purchased in this Section 5.2(a)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 acquire such Purchased Mortgage Loans and Contributed Assets. Between the date of this Agreement Buyer may underwrite such Purchased Mortgage Loans and the Effective TimeContributed Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller Party and Guarantor agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, in addition including, but not limited to, providing Buyer and any third party underwriter with access to Buyer’s rights provided by Section 5.1(a)any and all documents, Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books agreements, instruments or information relating to such Purchased Mortgage Loans and records of Seller and of Contributed Assets in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review Seller Party and/or Guarantor. Each Seller Party and Guarantor further agrees that Sellers or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined Guarantor shall pay all out‑of‑pocket costs and expenses incurred by Buyer in connection with Buyer’s reasonable discretionactivities pursuant to this Section 19, thensuch amount not to exceed the Due Diligence Cap per calendar year (“Due Diligence Costs”), notwithstanding any other term or provision unless an Event of this AgreementDefault shall have occurred and be continuing, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyin which case such limit shall not apply.

Due Diligence. The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage 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 (abut no less than three (3) Business Day’s) prior notice unless an Event of Default shall have occurred or Buyer has a good faith belief that an Event of Default shall occur, 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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of the Seller and/or the Custodian. The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may 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 agrees 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 terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to cooperate with Buyer and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Seller. The Seller Subsidiary, (b) meet and discuss further agrees that the Seller Business shall pay all reasonable out-of-pocket costs and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable discretion, then, notwithstanding any other term or provision of activities pursuant to this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 26 (“Due Diligence Costs”).

Due Diligence. Purchaser, Agent, Verification Agent or any of their respective agents, representatives or permitted assigns shall have the right, upon reasonable prior notice and during normal business hours, to conduct inspection and perform continuing due diligence reviews of (ax) Seller covenants and Guarantor and their respective financial condition and performance of their obligations under the Program Documents, including the right to gain reasonable access to any significant officers (including the CEO, CFO, President, Treasurer and any other officers deemed by the Purchaser to be crucial to the business relating to this Agreement) and (y) the Servicing File and the Purchased Assets. Seller agrees promptly to provide Purchaser, Verification Agent, Agent and their respective agents with access to, copies of and extracts from any and all documents, records, agreements, instruments or information (including, without limitation, any of the terms foregoing in computer data banks and provisions set forth computer software systems) relating to Seller’s and Guarantor’s respective business, operations, servicing, financial condition, performance of their obligations under the Program Documents, the documents contained in this Section 5.2(a)the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession, or under the control, of Seller. Between In addition, Seller shall also make available to Purchaser, Agent and/or Verification Agent, upon reasonable prior notice and during normal business hours, a knowledgeable financial or accounting officer of Seller for the date purpose of this Agreement answering questions respecting any of the foregoing. Without limiting the generality of the foregoing, Seller acknowledges that Purchaser shall enter into transactions with Seller based solely upon the information provided by Seller to Purchaser, Agent and/or Verification Agent and the Effective Timerepresentations, in addition to Buyer’s rights provided by Section 5.1(a)warranties and covenants contained herein, Buyerand that Purchaser and/or Agent, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agentsat its option, shall have the full right at any time to (a) examine the officesconduct itself or through its agents, properties, equipment, invoices, customer records, agreement books or require Seller to conduct quality reviews and records of Seller and underwriting compliance reviews of the individual Mortgage Loans at the expense of Seller. Any such diligence conducted by Purchaser, Agent and/or Verification Agent shall not reduce or limit the Seller’s representations, warranties and covenants set forth herein. Seller Subsidiaryagrees to reimburse Purchaser, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such Agent and/or Verification Agent for all reasonable out-of-pocket due diligence review of Seller, the Seller Subsidiary costs and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide expenses incurred pursuant to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 36.

Due Diligence. The Purchaser, Agent, Verification Agent or any of their respective agents, representatives or permitted assigns shall have the right, upon reasonable prior notice and during normal business hours, to conduct inspection and perform continuing due diligence reviews of (ax) Seller covenants and Guarantor, including, without limitation, their respective financial condition and performance of its obligations under the Program Documents, and (y) the Servicing File and the Purchased Assets (including, but not limited to, any documentation related to Seller’s FHA servicing practices), and Seller agrees promptly to provide the Purchaser, Agent, Verification Agent and their respective agents with access to, copies of and extracts from any and all documents, records, agreements, instruments or information (including, without limitation, any of the terms foregoing in computer data banks and provisions set forth computer software systems) relating to Seller’s respective business, operations, servicing, financial condition, performance of their obligations under the Program Documents, the documents contained in this Section 5.2(a)the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession, or under the control, of Seller. Between In addition, Seller shall also make available to the date Purchaser, Agent and/or Verification Agent, upon reasonable prior notice and during normal business hours, a knowledgeable financial or accounting officer of this Agreement Seller for the purpose of answering questions respecting any of the foregoing. Without limiting the generality of the foregoing, Seller acknowledges that the Purchaser shall enter into transactions with Seller based solely upon the information provided by Seller to the Purchaser and/or Agent and the Effective Timerepresentations, in addition to Buyer’s rights provided by Section 5.1(a)warranties and covenants contained herein, Buyerand that the Purchaser, acting through Buyer’s own personnelAgent and/or Verification Agent, legal counsel, accountants and other representatives and agentsat its option, shall have the full right at any time to (a) examine the officesconduct itself or through its agents, properties, equipment, invoices, customer records, agreement books or require Seller to conduct quality reviews and records of Seller and underwriting compliance reviews of the individual Mortgage Loans at the expense of Seller. Any such diligence conducted by Purchaser, Agent and/or Verification Agent shall not reduce or limit the Seller’s representations, warranties and covenants set forth herein. Seller Subsidiaryagrees to reimburse the Purchaser, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such Agent and/or Verification Agent for all reasonable out-of-pocket due diligence review of Seller, the Seller Subsidiary costs and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide expenses incurred pursuant to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 36.

Due Diligence. (a) Restaurant Asset Seller covenants and hereby agrees to deliver to Restaurant Asset Buyer within three (3) business days of the effective date (for purposes herein, delivery by Restaurant Asset Seller shall be deemed to have occurred if Restaurant Asset Seller makes the Due Diligence Items, as defined below, available to Restaurant Asset Buyer at the Restaurant or Location), which shall mean the date on which the last of the Restaurant Asset Buyer, Restaurant Asset Seller and any other party signing this Agreement shall have signed or initialed this Agreement, as applicable (“Effective Date”), those due diligence items (“Due Diligence Items”) requested by Restaurant Asset Buyer or set forth herein to the extent in Restaurant Asset Seller’s possession. Restaurant Asset Buyer shall have thirty (30) days (“Due Diligence Period”) from receipt of all of the terms Due Diligence Items to review and provisions to approve the Due Diligence Items and any other information or documentation it acquires. If Restaurant Asset Buyer, in its sole discretion, does not approve any of the Due Diligence Items or any of the information provided to Restaurant Asset Buyer pursuant to this section or any information or documentation it otherwise acquires at any time prior to the expiration of the Due Diligence Period, Restaurant Asset Buyer, at its option, may terminate this Agreement by written notice to Restaurant Asset Seller delivered at any time prior to the expiration of the Due Diligence Period, whereupon this Agreement shall become null and void and of no further force and effect, the Deposit (as defined below) shall be returned to the Restaurant Asset Buyer and the parties hereto shall have no further obligation to one another provided, however, Restaurant Asset Buyer shall return to Restaurant Asset Seller all information, reports and any other materials delivered to or obtained by Restaurant Asset Buyer. Restaurant Asset Buyer’s failure to terminate this Agreement pursuant to this Section 1.4 shall not affect Restaurant Asset Buyer’s right to require the satisfaction of all conditions to closing set forth in this Section 5.2(a)Agreement. Between the date Restaurant Asset Buyer and Restaurant Asset Seller shall also take all necessary steps following execution of this Agreement and the Effective Time, in addition to assist Restaurant Asset Buyer’s rights provided by Section 5.1(aefforts to complete the transfer of the Liquor License or to obtain a new liquor license in favor of Restaurant Asset Buyer necessary to run the Business from the FLA (the “Liquor License”), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, provided that Restaurant Asset Seller shall have the full right no obligation to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer incur any costs or expense in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyconnection therewith.

Due Diligence. (a) Seller covenants and agrees Buyer has conducted sufficient due diligence with respect to all of the terms and provisions set forth in this Section 5.2(a). Between the date of transactions contemplated by this Agreement and the Effective TimeAncillary Agreements, with its own staff as well as with the use of sophisticated outside counsel and experts, in addition order to evaluate the associated benefits and inherent risks, and enters into this Agreement and the Ancillary Agreements on an arm’s length basis. Buyer believes in good faith that it is capable of satisfying its obligations under this Agreement and the other agreements, instruments and documents contemplated by this Agreement or the Ancillary Agreements, and is capable of consummating these transactions. Seller has provided Buyer with such access to the personnel, properties, premises and, to Buyer’s rights provided by Knowledge, the records of Seller as Buyer has requested, subject only to the express limitations set forth in Section 5.1(a)5.3, Buyerand in conducting its due diligence with such assistance and cooperation of Seller, acting through BuyerBuyer has made its best efforts in making all appropriate, prudent and commercially reasonable inquiries (and follow-up inquiries) of Seller’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer premises and records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related again subject only to the Seller Business that Buyer reasonably requestsexpress limitations set forth in Section 5.3. Buyer In negotiating and Buyer’s representatives entering into this Agreement and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or agreeing to consummate any of the transactions contemplated by this Agreement, including Buyer has relied solely upon its own investigation and the Mergerexpress representations and warranties of Seller set forth in Article 3 or in any Ancillary Agreement, or to negotiate revised terms, provisions or conditions for and neither Seller nor any of its officers, directors, shareholders, employees, Affiliates, agents or other Representatives has made any representation or warranty as to Seller, the transactions contemplated by Purchased Assets, this Agreement, including the MergerAncillary Agreements or the Projects, and Buyer may terminate except as expressly set forth in this Agreement without payment or in any Ancillary Agreement. To the fullest extent permitted by Law, neither Seller nor any of Seller’s officers, directors, shareholders, employees, Affiliates, Affiliated Interests, agents or other Representatives shall have any damages liability to Buyer for any information made available to, or penaltystatements made to, Buyer (or any of Buyer’s agents, officers, directors, employees, Affiliates or other Representatives), other than the express obligation of Seller to indemnify the Buyer Group following the Closing to the extent set forth in Article 9.

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (a10) days after the Effective Date, Seller covenants shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and agrees Seller shall agree in writing (which may be via e-mail) as to all such date of the terms and provisions set forth in this Section 5.2(a). Between completion of delivery, which shall be the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and commencement of the Seller SubsidiaryDue Diligence Period. Prior to Closing, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted have the right to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be enter upon Property at Buyer’s sole expense, except that and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall make Seller’s allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the Seller Subsidiary’s employeescase may be, representatives, officers and accountants available with respect to Buyer without charge the Property at all reasonable times and shall provide copies cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of documents or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer without chargeas the result of its investigations. If During the results Due Diligence Period, Buyer may evaluate the Property, the feasibility of such due diligence review the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or meetings are not entirely satisfactory or acceptable to before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason whatsoeveror no reason, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the Xxxxxxx Money to Buyer, and neither party shall have any further obligations or to consummate any of the transactions contemplated by liability under this Agreement except as expressly provided in this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, Seller and Servicer, including, without limitation, financial information, organization documents, business plans, purchase agreements and underwriting purchase models for each pool of Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that (a) upon reasonable prior notice to Seller, 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 Asset Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of Seller and/or the Custodian, or (b) upon request, Seller shall create and deliver to Buyer within [***] of such request, an electronic copy via email to [***], in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Purchased Assets from Seller and enter into additional Transactions with respect to the Mortgage Loans based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties with respect to the Mortgage Loans and otherwise regenerating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Mortgage Loans in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s pay all outofpocket costs and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable activities pursuant to this Section 19. Buyer may, based on such due diligence, require to change contractual terms and add protections it deems, in its absolute discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever necessary to proceed with or to consummate any of protect its rights in the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyMortgage Loans.

Due Diligence. Seller acknowledges that Xxxxx has the right to perform continuing due diligence reviews with respect to the Purchased Assets, Seller Parties, Servicer (ato the extent related to the services performed under the Servicing Agreement) and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), as deemed appropriate by Buyer in its good faith discretion, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, and Xxxxxx agrees that upon reasonable prior notice to Seller Parties or Servicer, as applicable, unless an Event of Default shall have occurred and be continuing, in which case no notice is required, Buyer or its authorized representatives will be permitted at reasonable times to examine, inspect, and make copies and extracts of, the Asset Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of any Seller Party or Servicer; provided however, that unless an Event of Default has occurred and is continuing, Buyer shall not conduct more than one (1) such review during any one (1) year period; provided further that any such review shall be subject to the Asset Diligence Fee Cap. Seller will use commercially reasonable efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. Seller shall cause Servicer to make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to cause Servicer or its agent to conduct a partial or complete due diligence review on some or all of the terms Purchased Assets purchased in a Transaction, including, without limitation, ordering new Qualified Appraisals on the related Mortgaged Properties and provisions set forth in this Section 5.2(a). Between otherwise re-generating the date information used to originate such Purchased Asset and reviewing intercreditor agreements, property management agreements, formation documents of this Agreement the property owners and the Effective Timetheir direct and indirect owners, in addition to Buyerfinancial statements, environmental and engineering reports, underlying title policies including owner’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personneland UCC-9 title insurance policies, legal counsel, accountants opinions and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of documents as may be mutually agreed among Seller and Buyer. For the avoidance of the Seller Subsidiarydoubt, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform Servicer’s obligation to provide such due diligence review of Seller, the Seller Subsidiary and the Seller Business as to Buyer in its sole and absolute discretion deems necessary or appropriate, including a shall not preclude Buyer’s right to perform due diligence review on the Purchased Assets prior to the Purchase Date and as necessary during the term of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoeverAgreement, as determined by Buyer in is sole discretion, subject to the terms of the Commercial Mortgage Loan Documents. Buyer may underwrite such Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller and Xxxxxxxx agree to cooperate with Xxxxx and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller Parties or Servicer. Seller further agrees that it shall pay, to the extent Seller has received an invoice therefor, all reasonable out-of-pocket costs and expenses incurred by Buyer or its affiliates and designees in connection with Buyer’s reasonable discretion, then, notwithstanding any other term or provision of activities pursuant to this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 21.

Due Diligence. (a) Each Seller covenants acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Seller agrees that upon reasonable prior 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 Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of such Seller, any other servicer or subservicer and/or the Custodian. Each Seller agrees to all of the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to reimburse Buyer for any reason whatsoever, as determined and all reasonable out-of-pocket costs and expenses incurred by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other with respect to the Purchased Assets during the term or provision of this Agreement, which shall be paid by such Seller to Buyer will have no duty within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or obligation accounting officer for the purpose of any kind or nature whatsoever to proceed with or to consummate any answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the transactions contemplated foregoing, each Seller acknowledges that Buyer may enter into Transactions with such Seller based solely upon the information provided by this Agreementsuch Seller to Buyer and the representations, including warranties and covenants contained herein, and that Buyer, at its option, has the Mergerright at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or to negotiate revised termsunder the control, provisions or conditions of such Seller. Each Seller further agrees that such Seller shall reimburse Buyer for any of the transactions contemplated and all reasonable attorneys’ fees, costs and expenses incurred by this Agreement, including the Merger, Buyer in connection with continuing due diligence on Eligible Assets and Buyer may terminate this Agreement without payment of any damages or penaltyPurchased Assets.

Due Diligence. Purchaser, Agent or any of their respective agents, representatives or permitted assigns shall have the right, upon reasonable prior notice and during normal business hours, to conduct inspection and perform continuing due diligence reviews of (ax) Seller covenants and Guarantor, including, without limitation, their respective financial condition and performance of its obligations under the Program Documents, and (y) the Servicing File and the Purchased Assets. Seller agrees promptly to provide Purchaser, Agent and their respective agents with access to, copies of and extracts from any and all documents, records, agreements, instruments or information (including, without limitation, any of the terms foregoing in computer data banks and provisions set forth computer software systems) relating to Seller’s respective business, operations, servicing, financial condition, performance of their obligations under the Program Documents, the documents contained in this Section 5.2(a)the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession, or under the control, of Seller. Between In addition, Seller shall also make available to Purchaser and/or Agent, upon reasonable prior notice and during normal business hours, a knowledgeable financial or accounting officer of Seller for the date purpose of this Agreement answering questions respecting any of the foregoing. Without limiting the generality of the foregoing, Seller acknowledges that Purchaser shall enter into transactions with Seller based solely upon the information provided by Seller to Purchaser and/or Agent and the Effective Timerepresentations, in addition to Buyer’s rights provided by Section 5.1(a)warranties and covenants contained herein, Buyerand that Purchaser and/or Agent, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agentsat its option, shall have the full right at any time to (a) examine the officesconduct itself or through its agents, properties, equipment, invoices, customer records, agreement books or require Seller to conduct quality reviews and records of Seller and underwriting compliance reviews of the individual Mortgage Loans at the expense of Seller. Any such diligence conducted by Purchaser and/or Agent shall not reduce or limit the Seller’s representations, warranties and covenants set forth herein. Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such agrees to reimburse Purchaser and/or Agent for all reasonable out-of-pocket due diligence review of Seller, the Seller Subsidiary costs and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide expenses incurred pursuant to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 36.

Due Diligence. Purchaser, Agent or any of their respective agents, representatives or permitted assigns shall have the right, upon reasonable prior notice and during normal business hours, to conduct inspection and perform continuing due diligence reviews of (ax) Seller covenants and its Affiliates, directors, officers, employees and significant shareholders, including, without limitation, their respective financial condition and performance of its obligations under the Program Documents, and (y) the Servicing File and the Purchased Assets. Seller agrees promptly to provide Purchaser, Agent and their respective agents with access to, copies of and extracts from any and all documents, records, agreements, instruments or information (including, without limitation, any of the terms foregoing in computer data banks and provisions set forth computer software systems) relating to Seller’s respective business, operations, servicing, financial condition, performance of their obligations under the Program Documents, the documents contained in this Section 5.2(a)the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession, or under the control, of Seller. Between In addition, Seller shall also make available to Purchaser and/or Agent, upon reasonable prior notice and during normal business hours, a knowledgeable financial or accounting officer of Seller for the date purpose of this Agreement answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Purchaser shall enter into Transactions with Seller based solely upon the information provided by Seller to Purchaser and/or Agent and the Effective Timerepresentations, in addition to Buyer’s rights provided by Section 5.1(a)warranties and covenants contained herein, Buyerand that Purchaser and/or Agent, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agentsat its option, shall have the full right at any time to (a) examine the officesconduct itself or through its agents, properties, equipment, invoices, customer records, agreement books or require Seller to conduct quality reviews and records of Seller and underwriting compliance reviews of the individual Mortgage Loans at the expense of Seller. Any such diligence conducted by Purchaser and/or Agent shall not reduce or limit the Seller’s representations, warranties and covenants set forth herein. Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such agrees to reimburse Purchaser and/or Agent for all reasonable out-of-pocket due diligence review of Seller, the Seller Subsidiary costs and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide expenses incurred pursuant to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 36.

Due Diligence. (a) Seller covenants and agrees to all of acknowledges that Buyer has the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such continuing due diligence review reviews with respect to the Purchased Assets, for purposes of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, verifying compliance with the assistance representations, warranties and specifications made hereunder, or determining or re-determining the Asset Base for purposes of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision Section 4 of this Agreement, Buyer will have no duty or obligation of otherwise, and Seller agrees that Buyer, at its option, has the right at any kind time to conduct a partial or nature whatsoever to proceed with complete due diligence review on any or to consummate any all of the transactions contemplated 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 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 Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to any Purchased Asset in the possession or under the control of Seller, any servicer or sub-servicer and/or Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files, the Servicing Records and the Purchased Assets. Seller agrees to cooperate with Buyer and any third party underwriter designated by this AgreementBuyer in connection with such underwriting, including including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the Mergerpossession, or under the control, of such Seller. Seller agrees to negotiate revised terms, provisions or conditions reimburse Buyer for any of the transactions contemplated and all attorneys’ fees, costs and expenses incurred by this AgreementBuyer in connection with continuing due diligence on Eligible Assets and Purchased Assets, including the Mergerincluding, and Buyer may terminate this Agreement without payment of any damages or penaltylimitation, Diligence Fees.

Due Diligence. Seller acknowledges that Purchaser has the right to perform continuing due diligence reviews with respect to the Purchased Assets, the Seller, the Servicer and the Guarantor for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Seller agrees that, upon reasonable request from Purchaser, Seller shall provide Purchaser will copies of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to the Purchased Assets and the Seller, the Servicer and the Guarantor in the possession or under the control of Seller, Guarantor and/or Servicer in order to allow Purchaser to complete any continuing due diligence referenced above. Furthermore, Seller agrees that, upon reasonable prior notice to Seller, Purchaser or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Guarantor, Servicer and/or the Custodian (awith respect to Custodian, subject to the terms of the Custodial Agreement); provided, that Seller shall only be required to grant Purchaser access to its facilities one (1) time in any twelve (12) month period unless (x) a Default or Event of default has occurred and is continuing or (y) Purchaser determines, based upon its commercially reasonable business judgment exercised in good faith, that Seller’s existence or business operations are in jeopardy. Seller also shall make available to Purchaser a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Purchaser may enter into Transactions with Seller based solely upon the information provided by Seller to Purchaser and the representations, warranties and covenants contained herein, and that 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 Assets. Purchaser may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Purchaser and any third party underwriter in connection with such underwriting, including, but not limited to, providing Purchaser and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller agrees to cause Servicer and Guarantor to comply with the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller SubsidiaryArticle 26. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s reimburse Purchaser for any and the Seller Subsidiary’s employeesall attorneys’ fees, representatives, officers costs and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such expenses incurred by Purchaser in connection with continuing due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other performed under this Article 26 during the term or provision of this Agreement, Buyer will have no duty or obligation which amounts shall be paid by Seller to Purchaser within five (5) days after receipt of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyan invoice therefor.

Due Diligence. Buyer will have until the earlier of the Closing Date or expiration of the 20th day after delivery of the signed Agreement (a) Seller covenants the "Review Period"), to conduct all of its inspections and due diligence and satisfy itself regarding title to the Property, and to inspect the Property. Buyer agrees to all indemnify and hold harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the terms Property. BUYER EXPRESSLY ACKNOWLEDGES THAT THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" BASIS, AND SUCH PROVISION SHALL SURVIVE CLOSING. Buyer may cancel this agreement for ANY REASON in its sole discretion by delivering a cancellation notice by certified mail, return receipt requested, or by personal delivery to Seller and provisions escrow holder before the expiration of the Review Period. If this Agreement is not canceled as set forth in herein, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section 5.2(aor Section 16, except for any title insurance and/or escrow cancellation fees of the escrowee which will be paid by the Buyer, and any liabilities under sections 6, 15(a)(iii). Between the date , and 16(b) of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a(which will survive), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have Buyer (after execution of such documents reasonably requested by Seller to evidence the full right to (atermination hereof) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives returned its First Payment, and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have absolutely no duty rights, claims or obligation interest of any kind type in connection with the Property or nature whatsoever to proceed with this transaction, regardless of any alleged conduct by Seller or to consummate anyone else. Unless Seller shall be in default of any of the transactions contemplated by this Agreement, including the Mergerobligation hereunder, or this Agreement is canceled by Buyer pursuant to negotiate revised termsthe terms hereof, provisions or conditions for any of if Buyer fails to make the transactions contemplated by this AgreementSecond Payment, including Seller shall be entitled to retain the Merger, First Payment and Buyer may terminate irrevocably will be deemed to have canceled this Agreement without payment and relinquish all rights in and to the Property. If this Agreement is not canceled and the Second Payment is made when required, all of any damages or penaltyBuyer's conditions and contingencies will be deemed satisfied.

Due Diligence. (a) Seller covenants Due Diligence Period. --------------------- It is expressly understood and agrees agreed that until the close of sixty (60) business days after the Agreement Date (the "Due Diligence Period"), the Buyer may make investigations regarding the Premises and be entitled to examine all leases, contracts, mechanical and structural reports, environmental reports, financial information, income and expense reports and any other documentation relating to the ownership, operation and maintenance of the terms Premises. At all times within the Due Diligence Period, Buyer shall be entitled to make tests and inspections of the Premises at his sole cost and expense, including, but not limited to, environmental investigations, structural, mechanical, wood destroying insects, lead-based paint, and any other tests and inspections Buyer deems necessary or desirable, which reports shall be kept confidential (to the extent such reports contain information which is not available to the public) by Buyer except to the extent that Buyer discloses same to its lenders, attorneys, affiliates and agents in connection with Buyer's proposed acquisition of the Premises. Buyer shall provide copies to Seller of all such reports. Buyer, in Buyer's sole discretion, and for any reason or for no reason at all, may terminate this Agreement by written notice to Seller with a copy to Escrow Agent, which written notice must be given to and received by Seller on any business day up to and including 5:00 p.m. on the final date of the Due Diligence Period and in which event the Deposit, together with accrued interest thereon, shall be returned to Buyer and neither party shall have any further liability hereunder, with the exception of the confidentiality provisions set forth in this Section 5.2(a)the preceding sentence. Between Upon execution of the date Agreement of this Agreement and the Effective TimeSale, in addition Seller shall contemporaneously deliver to Buyer’s rights provided by Section 5.1(a): a current rent roll for the Premises. including up-to-date information on security deposits, Buyerdelinquencies, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and pre-paid rents; any survey of the Seller SubsidiaryPremises in possession, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review custody or control of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related leases pertaining to the Premises; operating information pertaining to the Premises for the past year; copies of all written contracts pertaining to the Premises; all warranties or certifications that pertain to the Premises and may be assigned by Seller Business to Buyer; all environmental and/or engineering reports in Seller's possession pertaining to the Premises and any contracts pertaining to the Premises that Buyer reasonably requestsmay survive closing. Buyer and Buyer’s representatives and agents Entry onto the Premises shall be permitted after reasonable notice to meet with representatives and employees of Seller individually and as a groupSeller. The due diligence review Buyer hereby agrees to indemnify Seller from any liability and reasonable costs or expenses incurred by Buyer will be at Seller resulting from Buyer’s sole expense's or Buyers agents' entry on the Premises prior to the Closing Date, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of excluding any such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Mergerliability costs, or expenses covered by insurance. The Seller agrees to negotiate revised termsafford the Buyer the right to defend or settle any claim or action pertaining to the foregoing and Seller agrees not to settle any such claim or action without first obtaining the Buyer's consent thereto in writing, provisions which consent shall not be unreasonably withheld or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltydelayed.

Due Diligence. (a) Seller acknowledges that Buyer has the right, at its own cost and expense except as provided in the fourth sentence of this Section 20, to perform reasonable continuing due diligence reviews with respect to the Purchased 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 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 Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets and Underlying Assets in the possession or under the control of Seller, any other servicer or subservicer and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files, the Purchased Assets and Underlying Assets. 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 agrees 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 terms Purchased Assets and provisions Underlying Assets. Any provision hereof to the contrary not withstanding and except as provided in the following sentence with respect to the underwriting of Purchased Assets by Buyer or its designee, Seller shall pay the initial $7,500 (per Underlying Asset) of the reasonable costs and expenses of Buyer and its counsel incurred in connection with that portion of its due diligence review intended to satisfy it that the statements set forth in this Section 5.2(a)Exhibit VI and/or Exhibit VII, as applicable, are true and correct with respect to each Underlying Asset. Between the date of this Agreement Buyer may underwrite such Purchased Assets and the Effective TimeUnderlying Assets itself 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 in addition connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to Buyer’s rights provided by Section 5.1(a)any and all documents, Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books agreements, instruments or information relating to such Purchased Assets and records of Seller and of Underlying Assets in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.

Due Diligence. (a) Seller covenants and agrees to all of the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and the Effective TimeDecember 31, 2010, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.

Due Diligence. Each Seller Party acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, Seller Parties and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), as deemed appropriate by Buyer in its good faith discretion, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, and Seller Parties agree that upon reasonable prior notice to Seller Parties unless an Event of Default shall have occurred and be continuing, in which case no notice is required, Buyer or its authorized representatives will be permitted at reasonable times to examine, inspect, and make copies and extracts of, the Asset Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of any Seller Party; provided however, that unless (a) an Event of Default has occurred and is continuing or (b) a Credit Event (and in such case solely with respect to the Purchased Asset related to such Credit Event) has occurred and is continuing, Buyer shall not conduct more than one (1) such review during any one (1) year period. Seller Parties will use best efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. Seller Parties shall also make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to cause Servicer or its agent to conduct a partial or complete due diligence review on some or all of the terms Purchased Assets purchased in a Transaction, including, without limitation, ordering new Qualified Appraisals on the related Mortgaged Properties and provisions set forth in this Section 5.2(a). Between otherwise re-generating the date information used to originate such Purchased Asset and reviewing intercreditor agreements, property management agreements, formation documents of this Agreement the property owners and the Effective Timetheir direct and indirect owners, in addition to Buyerfinancial statements, environmental and engineering reports, underlying title policies including owner’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personneland UCC-9 title insurance policies, legal counsel, accountants opinions and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of documents as may be mutually agreed among Seller and Buyer. For the avoidance of the Seller Subsidiarydoubt, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform Servicer’s obligation to provide such due diligence review of Seller, the Seller Subsidiary and the Seller Business as to Buyer in its sole and absolute discretion deems necessary or appropriate, including a shall not preclude Buyer’s right to perform due diligence review on the Purchased Assets prior to the Purchase Date and as necessary during the term of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoeverAgreement, as determined by Buyer in its sole discretion, subject to the terms of the Commercial Mortgage Loan Documents. Buyer may underwrite such Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third-party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third-party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller Parties or Servicer. Seller further agrees that it shall pay, to the extent Seller has received an invoice therefor, all out-of-pocket costs and expenses actually incurred by Buyer in connection with Buyer’s reasonable discretion, then, notwithstanding activities pursuant to this Section 17 for one (1) review during any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any one (1) year period commencing after the first anniversary of the transactions contemplated date hereof (and all other reviews during such one (1) year period shall be at the sole cost and expense of Buyer); provided that such limitation shall not apply (i) in connection with the pre-purchase due diligence on an Eligible Asset that is to be purchased by this Agreement, including Buyer; or (ii) upon the Merger, occurrence and continuance of an Event of Default or the occurrence and continuance of a Credit Event (and in such cases solely with respect to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyPurchased Asset related to such Credit Event).

Due Diligence. (a) Seller covenants Each of Seller, Guarantor and Servicer agrees to promptly provide Buyer and its agents with access to, copies of and extracts from any and all documents, books, records, agreements, instruments or information (including, without limitation, any of the foregoing in computer data banks and computer software systems) relating to its financial condition, the performance of its obligations under the Program Documents, the documents contained in the Servicing File or the Purchased Loans in the possession, or under the control, of Servicer, Guarantor or Seller. In addition, Buyer has the right to perform continuing due diligence reviews of (x) Seller, Guarantor, Servicer, and their respective directors and officers, including, without limitation, Seller’s, Servicer’s and Guarantor’s respective financial condition and performance of Seller’s, Guarantor’s and Servicer’s obligations under the Program Documents, and (y) the Servicing File and the Purchased Loans. Seller and Guarantor shall also make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer shall 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 terms Purchased Loans, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and provisions set forth in this Section 5.2(a)otherwise re-generating the information used to originate such Purchased Loans. Between the date of this Agreement Servicer, Guarantor and the Effective Time, in addition to Seller shall pay Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants out-of-pocket costs and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with any due diligence hereunder. Servicer, Guarantor and Seller shall pay Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltydue diligence expenses.

Due Diligence. Seller acknowledges that Buyer, itself or through a Diligence Provider, has the right to perform continuing due diligence reviews with respect to the 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 (abut no less than three (3) Business Days’) prior notice unless an Event of Default has occurred, in which case no notice is required, to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Seller and/or Custodian. Seller also shall (i) make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans and (ii) upon Buyer’s reasonable request or upon the occurrence of an Event of Default, provide Buyer with electronic access to view title policies for Mortgage Loans subject to Transactions hereunder. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may 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 agrees 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 terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records agreements, instruments, or information relating to such Mortgage Loans in the possession, or under the control, of Seller provided that (A) any request for such documents shall be made in writing and of shall provide the Seller Subsidiaryat least ten (10) Business Days to provide such requested information, and (bB) meet and discuss if the Seller Business and objects to the operationsprovision to Buyer of any such requested information, history and prospects of the Seller Business with representatives and employees of Seller Buyer and the Seller Subsidiary and (c) otherwise perform shall work in good faith to resolve any such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiaryobjection. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s pay all out-of-pocket costs and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in Buyerconnection with Xxxxx’s reasonable discretion, then, notwithstanding any other term or provision activities pursuant to this Section 16 (“Due Diligence Costs”) in an amount not to exceed the Due Diligence Cap; provided that such Due Diligence Cap shall not apply upon the occurrence of this Agreement, Buyer will have no duty or obligation an Event of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyDefault.

Due Diligence. Seller acknowledges that Buyer, through a designated third party (a) the “Buyer Diligence Designee”), and Buyer’s regulators, have the right to perform continuing due diligence reviews with respect to the 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 notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller, the Buyer Diligence Designee will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Seller or Custodian. Seller also shall make available to the Buyer Diligence Designee a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Purchased -48- LEGAL02/41080625v5 LEGAL02/41080625v8 Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, through the Buyer Diligence Designee, have the right at any time to conduct a partial or complete due diligence review on some or all of the terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Xxxxxx agrees to cooperate with Xxxxx and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller SubsidiaryCustodian. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s pay all out-of-pocket costs and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with activities pursuant to this Section 17 (“Due Diligence Costs”); provided, however, that Seller shall not be responsible for Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any Due Diligence Costs in excess of the transactions contemplated Due Diligence Cap per year or any Due Diligence Costs incurred in connection with the initial due diligence conducted by this Agreement, including Buyer prior to the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltydate hereof.

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (a10) days after the Effective Date, Seller covenants shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and agrees Seller shall agree in writing (which may be via e-mail) as to all such date of the terms and provisions set forth in this Section 5.2(a). Between completion of delivery, which shall be the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and commencement of the Seller SubsidiaryDue Diligence Period. Prior to Closing, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted have the right to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be enter upon Property at Buyer’s sole expense, except that and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall make Seller’s allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the Seller Subsidiary’s employeescase may be, representatives, officers and accountants available with respect to Buyer without charge the Property at all reasonable times and shall provide copies cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of documents or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer without chargeas the result of its investigations. If During the results Due Diligence Period, Buyer may evaluate the Property, the feasibility of such due diligence review the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at or meetings are not entirely satisfactory or acceptable to before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, if Buyer determines, for any reason whatsoeveror no reason, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the Xxxxxxx Money to Buyer, and neither party shall have any further obligations or to consummate any of the transactions contemplated by liability under this Agreement except as expressly provided in this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.. Buyer(s) Initials: /s/ AM Seller(s) Initials:/s/ BK

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (a10) days after the Effective Date, Seller covenants shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and agrees Seller shall agree in writing (which may be via e-mail) as to all such date of the terms and provisions set forth in this Section 5.2(a). Between completion of delivery, which shall be the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and commencement of the Seller SubsidiaryDue Diligence Period. Prior to Closing, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s 's representatives and agents shall be permitted have the right to meet with enter upon Property at Buyer's expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer's acquisition of the Property. Seller shall allow Buyer and its representatives and employees agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller individually and as a group. The due diligence review or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer will be as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at Buyer’s sole expenseor before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, except that Seller shall make Seller’s and the Seller Subsidiary’s employeesif Buyer determines, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoeveror no reason, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the Exxxxxx Money to Buyer, and neither party shall have any further obligations or to consummate any of the transactions contemplated by liability under this Agreement except as expressly provided in this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.

Due Diligence. Seller acknowledges that Buyer or any third party designated by Buyer (aincluding Buyer’s regulators) has the right to perform one due diligence review per any twelve (12) month period, unless an Event of Default has occurred and is continuing, with respect to the Purchased 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 notice unless an Event of Default shall have occurred, in which case no notice is required, Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine and inspect, and make copies and extracts of the Mortgage Files and, subject to Seller’s approval, make copies and extracts of any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Seller or Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting such Mortgage Files and such Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may 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 agrees 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 terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may re-underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such re-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 Mortgage Loans in the possession, or under the control, of Seller or Custodian. Seller further agrees that, subject to the limits set forth in the Pricing Letter, including without limitation, the Due Diligence Cap, Seller shall pay all out-of-pocket costs and expenses incurred by Buyer and Custodian in connection with Buyer’s activities pursuant to this Section 5.2(a17 (“Due Diligence Costs”). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.

Due Diligence. Any forms of franchise guidelines and franchise agreements for "AmeriSuites" which Seller shall have provided to Purchaser in connection with Purchaser's due diligence shall be substantially similar to (ai) Seller covenants the form which Tenant shall enter into in connection with the Closing and agrees (ii) (subject to all of any changes made by franchisor to such form on a non-discriminatory basis) the terms form to be employed with respect to any First Offer Hotels and provisions set forth in this Section 5.2(a)Option Hotels. Between To the date of this Agreement and the Effective Timeextent that, in addition to Buyer’s rights provided by Section 5.1(a)connection with its due diligence investigation, BuyerPurchaser, acting through Buyer’s own personnelits agents, legal counsel, accountants and other representatives and agentsor contractors, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and damaged or disturbed any of the Seller SubsidiaryReal Property or the Improvements located thereon, (b) meet and discuss Purchaser shall return the Seller Business and same to substantially the operations, history and prospects of same condition which existed immediately prior to such damage or disturbance. In the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business event that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement are not closed and consummated for any reason, Purchaser shall, on request by Seller, deliver to Seller all tests, reports and inspections of the Property made and conducted by Purchaser or for its benefit or any other documents or information (including title commitments, UCC financing statement search reports, title documents, surveys, zoning reports, environmental audits, structural engineering reports, appraisals and the like), which Purchaser has received pursuant to this Agreement; provided, including the Mergerhowever, or to negotiate revised terms, provisions or conditions that Seller shall reimburse Purchaser's out-of-pocket expenses for any of the transactions contemplated foregoing materials (other than materials delivered by this AgreementSeller or its agents or representatives to Purchaser) which it requests that Purchaser so deliver. Purchaser shall indemnify, including the Mergerdefend and hold harmless Seller from and against any and all expense, and Buyer loss or damage which Seller may terminate this Agreement without payment incur as a result of any damages act or penalty.omission of Purchaser or its representatives, agents or contractors in connection with such examinations and inspections, other than to the extent that any expense, loss or damage arises from any gross negligence or willful misconduct of Seller. The provisions of this

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans and each Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Seller agrees that upon reasonable (abut no less than three (3) Business Day’s) prior notice unless an Event of Default shall have occurred or Buyer has a good faith belief that an Event of Default shall occur, in which case no notice is required, 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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of a Seller and/or the Custodian. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may purchase Mortgage Loans from a Seller based solely upon the information provided by a Seller to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Mortgage Loans in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined Seller. Each Seller further agrees that the Sellers shall pay all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s reasonable discretion, then, notwithstanding any other term or provision of activities pursuant to this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 27 (“Due Diligence Costs”).

Due Diligence. (a) Seller covenants and agrees to all of acknowledges that Buyer has the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such continuing due diligence review reviews with respect to the Purchased Assets, for purposes of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, verifying compliance with the assistance representations, warranties and specifications made hereunder, or determining or re-determining the Asset Base for purposes of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision Section 4 of this Agreement, Buyer will have no duty or obligation of otherwise, and Seller agrees that Buyer, at its option, has the right at any kind time to conduct a partial or nature whatsoever to proceed with complete due diligence review on any or to consummate any all of the transactions contemplated 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 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 Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to any Purchased Asset in the possession or under the control of Seller, any servicer or sub-servicer and/or Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files, the Servicing Records and the Purchased Assets. Seller agrees to cooperate with Buyer and any third party underwriter designated by this AgreementBuyer in connection with such underwriting, including including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the Mergerpossession, or under the control, of such Seller. Subject to negotiate revised termsSection 12(g)(vi), provisions or conditions Seller agrees to reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets, including, without limitation, the cost of annual updated Appraisals on the transactions contemplated by this Agreement, including the Merger, Mortgaged Properties and Buyer may terminate this Agreement without payment of any damages or penaltyDiligence Fees.

Due Diligence. (a) Seller covenants Buyer may perform, at its sole cost and agrees expense, examinations and inspections relative to all the economic and physical feasibility of the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business Real Property as Buyer determines in its sole and absolute discretion deems necessary or appropriatediscretion, including, without limitation, engineering studies, wetland delineation, market analysis, financial feasibility analysis including the availability of financing, and environmental assessments of the Real Property (“Tests”). Buyer shall promptly commence and diligently proceed with its Tests. Seller agrees to promptly provide Buyer with all readily available property information to assist in the conduct of Xxxxx’s due diligence, including a without limitation the Documents (as that term is defined herein). Buyer and its duly authorized agents will, pursuant to Section 4(i), have the right during the period from the Effective Date until the Closing Date, to enter in and upon the Real Property to complete its due diligence review diligence, including without limitations, completing the Tests. If such Tests reveal any condition or circumstances which Xxxxx finds objectionable for any reason, in Xxxxx’s sole and absolute discretion, Xxxxx has the right and option to terminate this Agreement by written notice delivered to Seller on or before the Condition Date as set forth herein, at which time the Xxxxxxx Money will be refunded to Buyer, and this Agreement will be of no further force or effect. Within five (5) days of the ContractsEffective Date, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related in Seller’s current possession or reasonable control, relevant to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted Real Property, including, without limitation, any municipal or governmental approvals for the Real Property, any notices or correspondence from any governmental agency, resolutions, agendas, staff reports, studies, analysis, tax statements, permits, soil reports, environmental assessment, leases, surveys, appraisals, or any other documents relevant to meet with representatives and employees of Seller individually and as a groupthe Real Property (“Documents”). The due diligence review by Buyer Condition Date will be at Buyer’s sole expense, except that Seller shall make Seller’s and extended one (1) day for every day the Seller Subsidiary’s employees, representatives, officers and accountants available Documents are not delivered to Buyer without charge and shall provide copies of documents to Buyer without charge. If beyond the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyfive (5) day period set forth herein.

Due Diligence. (a) Seller covenants Xxxx has examined, inspected and agrees investigated the Property and the agreements, documents and records related thereto that it deemed necessary, and is satisfied with the results of its inspection, examination and investigation. Xxxx acknowledges that no additional "inspection period" is provided under this Agreement. Subject to all the terms of the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement Master Leases and the Effective TimeManagement Agreement, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, Purchaser shall have reasonable access to the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement Property and all books and records for the Property that are in Seller's possession or control for the purpose of conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests (including intrusive inspection and sampling), and any other inspections, studies or tests reasonably required by Purchaser. Purchaser shall keep the Property free and clear of any liens and will indemnify, defend, and hold Seller and harmless from all claims asserted by third parties against Seller to recover for personal injury or property damage as a result of entry onto the Seller SubsidiaryProperty by Purchaser, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel employees and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If any inspection or test disturbs the results of Property, Purchaser will restore the Property to its condition before any such due diligence review inspection or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision test. During the pendency of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever subject to proceed with or to consummate any the terms of the transactions contemplated by this Master Leases and the Management Agreement, including Purchaser and its agents, employees and representatives shall have a continuing right of reasonable access to the Merger, Property and such books and records for the purpose of examining and making copies of all books and records and other materials relating to the Property in Seller's possession or control. Subject to negotiate revised terms, provisions or conditions for any the terms of the transactions contemplated by this Master Leases and the Management Agreement, including Purchaser shall have the Mergerright to conduct a "walk-through" of the Property before the Closing upon appropriate notice to tenants as permitted under the Leases. In the course of its investigations, Purchaser may make inquiries to third parties, including, without limitation, tenants, lenders, contractors, property managers, parties to Service Contracts and municipal, local and other government officials and representatives, and Buyer may terminate this Agreement without payment of any damages or penaltySeller consents to such inquiries.

Due Diligence. (a) Seller covenants and agrees to all of the terms and provisions set forth in this Section 5.2(a). Between the date Upon execution of this Agreement until the Closing, Sellers shall make the Records relating to the Interests available to Buyer for examination and the Effective Time, in addition to Buyer’s rights provided copying by Section 5.1(a), Buyer, acting through and shall grant Buyer access to the Interests for inspection. Sellers shall not be obligated to perform any title work or provide abstracts other than those presently in Sellers’ possession, nor will any existing title opinions be made current by Sellers. Sellers will use reasonable business efforts to furnish to Buyer all other information with respect to the Interests as Buyer may from time to time reasonably request, except to the extent that Sellers determine in good faith that it is prohibited by agreement with a third party from disclosing the information covered thereby; provided, that Sellers shall exercise reasonable business efforts to obtain all third party consents to such disclosure. Buyer agrees to conduct due diligence in a professional and orderly manner and at Buyer’s own personnelcost and expense without disruption of Sellers’ normal and usual operations. EXCEPT AS OTHERWISE SET FORTH IN SECTION 4.3, legal counselBUYER RECOGNIZES AND AGREES THAT ALL MATERIALS MADE AVAILABLE TO IT IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY, accountants and other representatives and agentsWHETHER MADE AVAILABLE PURSUANT TO THIS SECTION OR OTHERWISE, shall have the full right to (a) examine the officesARE MADE AVAILABLE TO IT AS AN ACCOMMODATION, propertiesAND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND AS TO THE ACCURACY AND COMPLETENESS OF SUCH MATERIALS. NO WARRANTY OF ANY KIND IS MADE BY SELLERS AS TO THE INFORMATION SUPPLIED TO BUYER OR WITH RESPECT TO INTERESTS TO WHICH THE INFORMATION RELATES, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.AND BUYER EXPRESSLY AGREES THAT ANY CONCLUSIONS DRAWN THEREFROM SHALL BE THE RESULT OF

Due Diligence. Each Purchaser, Agent, any Verification Agent or any of their respective agents, representatives or permitted assigns shall have the right, upon reasonable prior notice and during normal business hours, to conduct inspection and perform continuing due diligence reviews of (ax) Seller covenants and Guarantor, including, without limitation, their respective financial condition and performance of its obligations under the Program Documents, and (y) the Servicing File and the Purchased Assets (including, but not limited to, any documentation related to Seller’s FHA servicing practices), and Seller agrees promptly to provide each Purchaser, Agent, any Verification Agent and their respective agents with access to, copies of and extracts from any and all documents, records, agreements, instruments or information (including, without limitation, any of the terms foregoing in computer data banks and provisions set forth computer software systems) relating to Seller’s respective business, operations, servicing, financial condition, performance of their obligations under the Program Documents, the documents contained in this Section 5.2(a)the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession, or under the control, of Seller. Between In addition, Seller shall also make available to each Purchaser, Agent and/or any Verification Agent, upon reasonable prior notice and during normal business hours, a knowledgeable financial or accounting officer of Seller for the date purpose of this Agreement answering questions respecting any of the foregoing. Without limiting the generality of the foregoing, Seller acknowledges that each Purchaser or Agent for the benefit of Purchasers shall enter into transactions with Seller based solely upon the information provided by Seller to each Purchaser and/or Agent and the Effective Timerepresentations, in addition to Buyer’s rights provided by Section 5.1(a)warranties and covenants contained herein, Buyerand that each Purchaser, acting through Buyer’s own personnelAgent and/or any Verification Agent, legal counsel, accountants and other representatives and agentsat its option, shall have the full right at any time to (a) examine the officesconduct itself or through its agents, properties, equipment, invoices, customer records, agreement books or require Seller to conduct quality reviews and records of Seller and underwriting compliance reviews of the individual Mortgage Loans at the expense of Seller. Any such diligence conducted by any Purchaser, Agent and/or any Verification Agent shall not reduce or limit the Seller’s representations, warranties and covenants set forth herein. Seller Subsidiaryagrees to reimburse each Purchaser, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such Agent and/or any Verification Agent for all reasonable out-of-pocket due diligence review of Seller, the Seller Subsidiary costs and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide expenses incurred pursuant to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection ‎37.

Due Diligence. Each Seller Party acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, Seller Parties, Settlement Agents, Approved Investors and other parties which may be involved in or related to Transactions (a) collectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller Parties agree that upon reasonable prior notice to the Seller Parties, 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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of any Seller Party. The Seller Parties will use reasonable efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. The Seller Parties shall also make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may 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 agrees 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 terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Mortgage Loans in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the . Each Seller Subsidiary Party further agrees that it shall pay all reasonable out-of-pocket costs and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable discretionactivities pursuant to this Section 16 subject to the Due Diligence Cap; provided that, then, notwithstanding any other term the Due Diligence Cap shall not apply upon the occurrence of a Default or provision Event of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyDefault.

Due Diligence. Buyer will have until the expiration of the 20th day after delivery of the signed Agreement (a) Seller covenants the "Review Period"), to conduct all of its inspections and due diligence and satisfy itself regarding title to the Property, and to inspect the Property. Buyer agrees to all indemnify and hold harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the terms Property. Buyer expressly acknowledges that the sale of the Property as provided for herein is made on an "AS IS" basis, and provisions such provision shall survive closing. Buyer may cancel this agreement for ANY REASON in its sole discretion by delivering a cancellation notice by certified mail, return receipt requested, or by personal delivery to Seller and escrow holder before the expiration of the Review Period. If this Agreement is not canceled as set forth in herein, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section 5.2(a). Between or Section 16, except for any title insurance and/or escrow cancellation fees of the date escrowee which will be paid by the Buyer, and any liabilities under sections 15(a)(iii) and 16(b) of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a(which will survive), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have Buyer (after execution of such documents reasonably requested by Seller to evidence the full right to (atermination hereof) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives returned its First Payment, and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have absolutely no duty rights, claims or obligation interest of any kind type in connection with the Property or nature whatsoever to proceed with this transaction, regardless of any alleged conduct by Seller or to consummate anyone else. Unless Seller shall be in default of any of the transactions contemplated by this Agreement, including the Mergerobligation hereunder, or this Agreement is canceled by Buyer pursuant to negotiate revised termsthe terms hereof, provisions or conditions for any of if Buyer fails to make the transactions contemplated by this AgreementSecond Payment, including Seller shall be entitled to retain the Merger, First Payment and Buyer may terminate irrevocably will be deemed to have canceled this Agreement without payment and relinquish all rights in and to the Property. If this Agreement is not canceled and the Second Payment is made when required, all of any damages or penaltyBuyer's conditions and contingencies will be deemed satisfied.

Due Diligence. (a) Seller covenants The Fee Qualifying Properties are transferred AS IS, without any representations or warranties, expressed or implied, subject to permitted title exceptions and to the releases set forth in and, if applicable, the Environmental Indemnity Agreement described in paragraph 2.3(f). Buyer acknowledges and agrees that it is relying solely upon its own investigations of the Fee Qualifying Properties. Commencing on the Offering Date, Buyer shall have forty-five (45) days (the "Due Diligence Period"), subject to extension as expressed in this paragraph 2.3(a) and in paragraph 2.3(b), to physically inspect all of the terms Fee Qualifying Properties then offered and provisions set forth conduct and review its studies and investigations (the "Pertinent Reports") as to environmental, and material physical and structural condition. Except as expressly otherwise provided in this Section 5.2(a)Agreement, expenses associated with Buyer's due diligence shall be borne by Buyer. Between Inspections of Leased Qualifying Properties shall be governed solely by the date provisions of Article 3 of this Agreement and Agreement. Seller's files relating to all Fee Qualifying Properties will be made available to Buyer upon the Effective TimeOffering Date at locations designated by Seller. The files will contain all pertinent information in Seller's possession (or the possession of Seller's property manager) relating to the Fee Qualifying Properties, in addition to Buyer’s rights provided by Section 5.1(a)including, Buyerwithout limitation, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer copies of any available real estate tax records, agreement books operating expense data, title reports and records policies, surveys, environmental studies and reports, appraisals, municipal notices and Permitted Leases, but Seller does not represent or warrant the completeness or accuracy of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence information. If Buyer desires an on-site review of Seller's files, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, dates therefor will prepare an inventory of all assets and other Intellectual Property of be established mutually by Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.

Due Diligence. The Sellers acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans and the Sellers, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Sellers agree that upon reasonable (abut no less than three (3) Seller Business Day’s) prior notice unless an Event of Default shall have occurred or Buyer has a good faith belief that an Event of Default shall occur, in which case no notice is required, to the Sellers, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of the Sellers and/or the Custodian. The Sellers also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Sellers acknowledge that Buyer may purchase Mortgage Loans from the Sellers based solely upon the information provided by the Sellers to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Sellers agree to cooperate with Buyer and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a groupSellers. The due diligence review by Buyer will be at Buyer’s sole expense, except Sellers further agree that Seller the Sellers shall make Seller’s pay all reasonable out-of-pocket costs and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable discretion, then, notwithstanding any other term or provision of activities pursuant to this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 26 (“Due Diligence Costs”).

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, Seller, Settlement Agents, Approved Investors and other parties which may be involved in or related to Transactions (a) collectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agree that upon reasonable prior notice to Seller, 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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Seller. Seller will use best efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. Seller shall also make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Mortgage LEGAL02/40558019v11 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 agrees 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 terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Mortgage Loans in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller further agrees that it shall promptly provide to Buyer copies of pay all documents related to the Seller Business that Buyer reasonably requests. Buyer out-of-pocket costs and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable discretion, then, notwithstanding any other term or provision of activities pursuant to this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 16.

Due Diligence. (a) Seller covenants Notwithstanding anything set forth to the contrary herein, Buyer shall be entitled after the Acceptance Date to enter on the Property with its representatives and agrees contractors and to all conduct due diligence inspections of the terms Property and provisions analyze all information pertaining to the Property and to prepare or have prepared a survey and / or site plans of the Property (collectively, “Due Diligence”). Buyer shall pay all costs of the Due Diligence (except as explicitly set forth in this Section 5.2(a4.D.), shall restore any damage or disturbance to or of the Property that occurs as a result thereof, and shall indemnify and hold Seller harmless from and against any costs, claims, liability or expenses, including attorneys’ fees, that arise out of the conducting of the Due Diligence. Between If in the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a)sole subjective discretion, Buyer, acting through as a result of Buyer’s own personnelDue Diligence, legal counselthe results of any inspection are unacceptable or unsatisfactory, accountants and other representatives and agents, then Buyer shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of terminate this Agreement, in which event the Deposit shall be immediately returned to Buyer, provided, however, that such written notice of termination is given by Buyer to Seller on or before July 31, 2020 (the “Due Diligence Expiration Date”). In the event of termination, after Xxxxx’s compliance hereunder and return of the Deposit, there shall be no further liability or obligation on either of the parties hereto and this Agreement shall then and thereafter be null and void. If Xxxxx’s notice of termination is not so timely given, then the foregoing contingency shall be deemed to have been satisfied and is hereby removed from this Agreement. It is understood and agreed that the Property is being sold “as is”, that Xxxxx has, or will have no duty prior to the Due Diligence Expiration Date inspected the Property determined its suitability for Buyer’s intended use. In purchasing the Property, Xxxxxxxxx is not acting in reliance upon any representation made by the Seller or obligation any other officer, partner or employee of Seller or by any kind Agent of the Seller, their salespersons and employees, officers and/or partners. Buyer acknowledges that Brokers, their licensees, employees, officers or nature whatsoever to proceed with partners have not made an independent examination or to consummate determination of the structural soundness of the Property, the age or condition of the components, environmental conditions, the permitted uses, or of conditions existing in the locale where the Property is situated; nor have they made a mechanical inspection of any of the transactions contemplated by this Agreement, including systems contained therein. Buyer reserves the Merger, or right to negotiate revised terms, provisions or conditions for any make a pre-settlement inspection of the transactions contemplated by this Property. Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, Seller, Guarantor and Servicer, including, without limitation, financial information, organization documents, business plans, purchase agreements and underwriting purchase models for each pool of Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that (a) upon reasonable prior notice to Seller, 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 Asset Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of Seller and/or the Custodian, or (b) upon request, Seller shall create and deliver to Buyer within one (1) Business Day of such request, an electronic copy via email to Xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxxxxx.xxx, in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Purchased Assets from Seller and enter into additional Transactions with respect to the Mortgage Loans based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties with respect to the Mortgage Loans and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Mortgage Loans in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s pay all out-of-pocket costs and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable activities pursuant to this Section 19. Buyer may, based on such due diligence, require to change contractual terms and add protections it deems, in its absolute discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever necessary to proceed with or to consummate any of protect its rights in the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.Mortgage Loans

Due Diligence. (a) Seller covenants acknowledges that, so long as no Event of Default is then continuing (at reasonable times and upon reasonable prior notice), Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, 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 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 terms Purchased Assets, including, without limitation, ordering new credit reports and provisions set forth in this Appraisals (subject to Section 5.2(a)12(g)(vi) hereof) on the applicable collateral and otherwise regenerating the information used to originate such Purchased Assets. Between Upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the date of this Agreement Purchased Asset Files, Servicing Records and the Effective Timeany and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to any Purchased Asset in the Seller Subsidiary, (b) meet and discuss possession or under the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review control of Seller, any servicer or sub-servicer and/or Custodian. Seller also shall make reasonably available to Buyer a knowledgeable financial or accounting officer for the Seller Subsidiary purpose of financial or accounting answering questions respecting the Purchased Asset Files, the Servicing Records and the Purchased Assets. Seller Business as agrees to reasonably cooperate with Buyer and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of such Seller. Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket attorneys’ fees, costs and expenses incurred by Buyer in connection with 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 Agreement. To the extent any of the foregoing costs are incurred in an Applicable Currency other than U.S. Dollars, such costs shall, unless otherwise agreed by Buyer in its sole and absolute discretion deems necessary or appropriatediscretion, including a due diligence review be paid by Seller in their Dollar Equivalent as of the Contracts, assets, rights, liabilities and Intellectual Property date of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltypayment.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, Seller and Servicer, including, without limitation, financial information, organization documents, business plans, purchase agreements and underwriting purchase models for each pool of Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that (a) upon reasonable prior notice to Seller, 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 Asset Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of Seller and/or the Custodian, or (b) upon request, Seller shall create and deliver to Buyer within [***] of such request, an electronic copy via email to [***], in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Purchased Assets from Seller and enter into additional Transactions with respect to the Mortgage Loans based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties with respect to the Mortgage Loans and otherwise regenerating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Mortgage Loans in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s pay all outofpocket costs and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable activities pursuant to this Section 19. Buyer may, based on such due diligence, require to change contractual terms and add protections it deems, in its absolute discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever necessary to proceed with or to consummate any of protect its rights in the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.Mortgage Loans

Due Diligence. (a) Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Assets for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise (the "Due Diligence Review"), and Seller agrees that upon prior notice to Seller, provided that, if a Default or Event of 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 Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Assets in the possession or under the control of Seller, any other Servicer or subservicer and/or the Custodian. Seller agrees that Buyer may, at Buyer's sole expense and with prior notice to Seller, conduct additional Due Diligence Reviews. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files and the Assets. Without limiting the generality of the foregoing, Seller 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 agrees 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 terms Assets. Buyer may underwrite such Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and provisions set forth any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Assets in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to reimburse Buyer for any reason whatsoever, as determined and all out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Buyer’s reasonable discretion, then, notwithstanding any other term or provision of 's activities pursuant to this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 15.

Due Diligence. Seller Party acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, the Seller Party, Settlement Agents, Approved Investors and other parties which may be involved in or related to Transactions (acollectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Seller Party agrees that upon reasonable (but not less than three (3) Business Days) prior notice to the Seller Party, 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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Seller Party. The Seller Party will use commercially reasonable efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. Provided that no Event of Default has occurred and is continuing, Buyer agrees that it shall exercise best efforts, in the conduct of any such due diligence, to minimize any disruption to Seller’s normal course of business. The Seller Party shall also make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may 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 agrees 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 terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Seller. Seller Party further agrees to pay all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 5.2(a17 (the “Due Diligence Costs”). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights ; provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer be responsible for any reason whatsoever, as determined by Buyer Due Diligence Costs in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any excess of the transactions contemplated by this AgreementDue Diligence Cap; provided, including however, that the Merger, Due Diligence Cap shall not apply upon the occurrence of a Default or to negotiate revised terms, provisions or conditions for any Event of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyDefault.

Due Diligence. Seller acknowledges that each Buyer or any third party designated by a Buyer (aincluding a Buyer’s regulators) has the right to perform continuing due diligence reviews with respect to the 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 notice unless an Event of Default shall have occurred and be continuing, in which case no notice is required, to Seller, each Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Seller or Custodian. Seller also shall make available to each Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that the Buyers may purchase Mortgage Loans from Seller based solely upon the information provided by Seller to the Administrative Agent in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and agrees that each 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 terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re generating the information used to originate such Mortgage Loan. Each Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with the Buyers and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing each Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller SubsidiaryCustodian. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s pay all reasonable and documented out-of-pocket costs and expenses incurred by a Buyer or the Seller Subsidiary’s employees, representatives, officers and accountants available Custodian in connection with activities pursuant to Buyer without charge and shall provide copies this Section 17 subject to a cap with respect to the Buyers of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer $5,000 each for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding twelve (12) month period (“Due Diligence Costs”); provided that the Due Diligence Cap shall not apply at any other term or provision of this Agreement, Buyer will time that a Default shall have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, occurred and Buyer may terminate this Agreement without payment of any damages or penaltybe continuing.

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Mortgage Loans, Seller, and, to the extent reasonably requested, each Servicer, including, without limitation, financial information, organization documents, business plans, purchase agreements and underwriting purchase models for each pool of Purchased Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, to review the servicing of the Purchased Mortgage Loans, or otherwise, and Seller agrees that (a) upon reasonable prior written notice to Seller, 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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of Seller and/or the Custodian, or (b) upon request, Seller shall create and deliver to Buyer within three (3) Business Day of such request, an electronic copy via email to [***], in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Purchased Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Purchased Mortgage Loans from Seller and enter into additional Transactions with respect to the Purchased Mortgage Loans based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Purchased Mortgage Loans purchased in a Transaction, including, without limitation, ordering new credit reports and provisions set forth new appraisals on the related Mortgaged Properties with respect to the Mortgage Loans and otherwise re-generating the information used to originate such Mortgage Loan, which information may be used by Buyer to calculate Market Value. Buyer may underwrite such Purchased Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Xxxxxx agrees to cooperate with Buyer or any third party underwriter in this Section 5.2(a). Between the date of this Agreement and the Effective Timeconnection with such underwriting, in addition including, but not limited to, providing Buyer with access to Buyer’s rights provided by Section 5.1(a)any documents, Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Mortgage Loans in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Sellerpay all out-of-pocket costs and expenses incurred by Xxxxx in connection with Xxxxx’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable activities pursuant to Buyer for any reason whatsoever, this Section 20 (as determined evidenced in reasonably detailed report by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyXxxxx).

Due Diligence. (a) Seller covenants acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or 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, which shall be paid by Seller to Buyer within thirty (30) calendar 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 questions respecting the Purchased Asset Files and the Purchased Assets. 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 terms Purchased Assets; provided, that prior to the occurrence and provisions set forth continuance of a Potential Event of Default or an Event of Default, notwithstanding anything in this Section 5.2(a)Agreement to the contrary, Buyer shall not contact any Mortgagor of an Eligible Asset with respect to a proposed Transaction or a Purchased Asset, any related sponsor or other obligor, any related tenant or any other loan party, without Seller’s prior consent. Between the date of this Agreement Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and the Effective Timeany third party underwriter in connection with such underwriting, in addition including, but not limited to, providing Buyer and any third party underwriter with access to Buyer’s rights provided by Section 5.1(a)any and all documents, Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Purchased Assets in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller. Upon a written demand therefor by Buyer to Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. further agrees that Seller shall promptly provide to Buyer copies of all documents related to the Seller (but in no event later than ten (10) Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as Days after such a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to demand) reimburse Buyer for any reason whatsoeverand all out-of-pocket and invoiced attorneys’ fees, as determined costs and expenses incurred by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed connection with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, continuing due diligence on Eligible Assets and Buyer may terminate this Agreement without payment of any damages or penaltyPurchased Assets.

Due Diligence. (a) Seller covenants Following notice that Eton Park intends to exercise its purchase option, Eton Park and agrees to all of the terms its agents shall be provided reasonable access to, and provisions set forth in this Section 5.2(a). Between the date of this Agreement full information with respect to, Holdings’ and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants its subsidiaries’ books and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books products, premises, and records personnel for the purpose of Seller completing Eton Park’s due diligence investigation of Holdings’ business. Holdings further agrees that it shall authorize and of direct the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives appropriate managers and employees of Seller Holdings and its subsidiaries to assist Eton Park in, and Eton Park is authorized to, contact prior to the Seller Subsidiary closing and without the prior consent of Holdings, any landlord, customer, supplier, distributor or other material business relation of Holdings. All confidential and proprietary information obtained by Eton Park and its agents during the course of such investigation will be maintained by Eton Park and its agents on a confidential basis. Confidentiality: Prior to the execution of definitive documentation, neither Holdings nor Eton Park will, without first obtaining the approval of the other, make any public announcement, directly or indirectly, regarding the Asset Sale, nor disclose the existence of this Summary of Terms or the nature of the Asset Sale to any person except as required by law or regulatory bodies and other than to the respective principals or other representatives of Holdings and Eton Park, each of whom shall be similarly bound by such confidentiality obligations. EXHIBIT D MANAGEMENT BONUS POOL At such time as the Holders have received (i) repayment of the Overture Advance and (cii) otherwise perform such due diligence review repayment of Seller, any Obligations consisting of costs and expenses (including attorneys fees and expenses) incurred at any time by the Seller Subsidiary and the Seller Business as Buyer Holders in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, connection with the assistance of Seller’s personnel negotiation and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision preparation of this Agreement, Buyer will have no duty or obligation the Second Lien Documents, all documents drafted in connection the proposed restructuring of the Company’s Obligations that preceded the parties’ entry into this Agreement and any costs and expenses that may be incurred by the Holders in respect of any kind further modification, amendments, restructuring, “workout”, or nature whatsoever exercise of remedies in relation to proceed with this Agreement or to consummate any Second Lien Documents, the Holders shall deposit 5% of the transactions contemplated next $20 million received by this Agreement, including them as repayment on the Merger, or to negotiate revised terms, provisions or conditions for any Notes (exclusive of the transactions contemplated repayment of the amounts described in clauses (i) and (ii) above) with an escrow agent for the benefit of Company management. The escrowed funds will be released to an account designated by this Agreementthe Company at such time as the Holders have received aggregate payments (exclusive of the repayment of the amounts described in clauses (i) and (ii) above) on the Notes of $21 million (“Release Date”) and shall be utilized by the Company for the sole purpose of issuing performance bonuses to those members of the Company’s management that have been approved by the Holders. If the Release Date has not occurred by [____ __, including 2010], the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.escrow corpus will revert back to the Holders. EXHIBIT E [FORM OF A&R NOTE] [See attached] EXHIBIT F [FORM OF AMENDED & RESTATED FILM SPE OPERATING AGREEMENT] [See attached] ANNEX I TO FORBEARANCE AGREEMENT AND AMENDMENT NO. __ TO SECURITIES PURCHASE AGREEMENT STIPULATED DEFAULTS

Due Diligence. Seller acknowledges that Buyer or any third party designated by Buyer (aincluding Buyer’s regulators) has the right to perform continuing due diligence reviews with respect to the 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 notice unless an Event of Default shall have occurred and be continuing, in which case no notice is required, to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Seller or Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may 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 agrees 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 terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re‑generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller SubsidiaryCustodian. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Sellerpay all reasonable and documented out-of-pocket costs and expenses incurred by Buyer and Custodian in connection with Buyer’s and the Seller Subsidiary’s employees, representatives, officers and accountants available activities pursuant to this Section 17 subject to a cap with respect to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer $5,000 for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding twelve (12) month period (“Due Diligence Costs”); provided that the Due Diligence Cap shall not apply at any other term or provision of this Agreement, Buyer will time that a Default shall have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, occurred and Buyer may terminate this Agreement without payment of any damages or penaltybe continuing.

Due Diligence. Buyer has paid Seller the sum of $25.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (a10) days after the Effective Date, Seller covenants shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and agrees Seller shall agree in writing (which may be via e-mail) as to all such date of the terms and provisions set forth in this Section 5.2(a). Between completion of delivery, which shall be the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and commencement of the Seller SubsidiaryDue Diligence Period. Prior to Closing, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s 's representatives and agents shall be permitted have the right to meet with enter upon Property at Buyer's expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer's acquisition of the Property. Seller shall allow Buyer and its representatives and employees agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Seller agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Buyer’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any action of Seller individually and as a group. The due diligence review or its agents or representatives or (ii) any existing environmental contamination or other conditions with respect to the Property that may be discovered by Buyer will be as the result of its investigations. During the Due Diligence Period, Buyer may evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and any other matters of concern to Buyer. Buyer shall have the right to terminate this Agreement by delivering notice to Seller at Buyer’s sole expenseor before 11:59 p.m. Eastern time on the last day of the Due Diligence Period, except that Seller shall make Seller’s and the Seller Subsidiary’s employeesif Buyer determines, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoeveror no reason, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund the Xxxxxxx Money to Buyer, and neither party shall have any further obligations or to consummate any of the transactions contemplated by liability under this Agreement except as expressly provided in this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.

Due Diligence. Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, the Sellers, Settlement Agents, Approved Investors and other parties which may be involved in or related to Transactions (acollectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Sellers agree that upon reasonable (but not less than three (3) Business Days) prior notice to the Sellers, 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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of the Sellers. The Sellers will use commercially reasonable efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. Provided that no Event of Default has occurred and is continuing, Xxxxx agrees that it shall exercise best efforts, in the conduct of any such due diligence, to minimize any disruption to Sellers’ normal course of business. The Sellers shall also make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans and, once Sellers and Buyer establish mutually agreeable procedures for the handling and use by Buyer of Sellers’ confidential beneficial ownership information, Sellers shall ensure that Buyer has sufficient information relating to Sellers’ beneficial ownership for purposes of Buyer’s compliance with 31 C.F.R. § 1010.230. Without limiting the generality of 58 LEGAL02/43731153v4 the foregoing, each Seller acknowledges that Buyer may purchase Mortgage Loans from such Seller based solely upon the information provided by such Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Xxxxx and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with reasonable access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Sellers. Each Seller further agrees to pay all out-of-pocket costs and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in Buyerconnection with Xxxxx’s reasonable discretion, then, notwithstanding any other term or provision of activities pursuant to this Agreement, Buyer will have Section 17 (the “Due Diligence Costs”); provided that no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any Seller shall be responsible for Due Diligence Costs in excess of the transactions contemplated by this AgreementDue Diligence Cap; provided, including however, that the Merger, Due Diligence Cap shall not apply upon the occurrence of a Default or to negotiate revised terms, provisions or conditions for any Event of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyDefault.

Due Diligence. (a) Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, Sellers and Guarantor, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Seller agrees that upon reasonable prior notice unless an Event of Default has occurred, in which case no notice is required, to Sellers, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Sellers and/or Custodian. Sellers also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Each Seller acknowledges that Buyer has the right to conduct an on-site financial review on an annual basis. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may purchase Mortgage Loans from Sellers based solely upon the information provided by Sellers to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re‑generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of such Seller. Each Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform further agrees that such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of pay all documents related to the Seller Business that Buyer reasonably requests. Buyer reasonable, out‑of‑pocket costs and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable discretionactivities pursuant to this Section 17, then, notwithstanding any other term or provision subject to an annual cap of this Agreement, Buyer will have no duty or obligation $25,000 unless an Event of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.Default has occurred (“Due Diligence Costs”). ‑58‑

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Mortgage Loans, Seller, and each Servicer, including, without limitation, financial information, organization documents and purchase agreements for each pool of Purchased Mortgage Loans (to the extent not covered by confidentiality agreements), for purposes of verifying compliance with the representations, warranties and specifications made hereunder, to review the servicing of the Purchased Mortgage Loans, or otherwise, and Seller agrees that (a) upon reasonable prior notice to Seller, 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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of Seller and/or the Custodian, or (b) upon request, Seller shall create and deliver to Buyer promptly , an electronic copy via email to , in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Purchased Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Mortgage Loans from Seller and enter into additional Transactions with respect to the Purchased Mortgage Loans based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Purchased Mortgage Loans purchased in a Transaction, including, without limitation, ordering new credit reports and provisions set forth new appraisals on the related Mortgaged Properties with respect to the Purchased Mortgage Loans and otherwise re-generating the information used to originate such Purchased Mortgage Loan, which information may be used by Buyer to calculate Market Value. Buyer may underwrite such Purchased Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer or any third party underwriter in this Section 5.2(a). Between the date of this Agreement and the Effective Timeconnection with such underwriting, in addition including, but not limited to, providing Buyer with access to Buyer’s rights provided by Section 5.1(a)any documents, Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Mortgage Loans in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s pay all out-of-pocket costs and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable discretion, then, notwithstanding any other term or provision of due diligence activities pursuant to this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 20. Section 21.

Due Diligence. (a) Subject to the provisions of Section 9.3 hereof, Seller covenants has provided and/or shall provide Buyer and agrees its consultants and other agents and representatives with access to all the Property to perform Buyer’s inspections and review and determine the present condition of the terms and provisions set forth in this Section 5.2(a)Property. Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, Buyer shall have the full right right, at any time prior to Closing to communicate with the Seller’s on site property manager provided that Buyer gives Seller not less than twenty-four (a24) examine hours prior written notice (which notice may be made by email to xxxxxxxxx@xxxxxxxx.xxx), and Seller shall have the officesright, propertiesbut not the obligation, equipmentto be present at any meeting with the property manager. Seller has delivered or made available to Buyer, invoicesor shall deliver or make available to Buyer by no later than three (3) Business Days after the Effective Date, customer recordscopies of surveys prepared by Seller, agreement books Seller’s title policy, Phase I or other environmental reports on the Property obtained by Seller, building permits, use and records of Seller and occupancy permits or the equivalent, all contracts pertaining to the operation of the Seller SubsidiaryProperty, including all service and maintenance agreements and equipment leases listed on Exhibit D (bcollectively, the “Service Contracts”), other contracts, agreements, reports, third party appraisals, projections, budgets, operating statements and quarterly reports for the preceding two (2) meet years, and discuss other items and materials delivered to, prepared by or on behalf of, or in Seller’s possession with respect to the Seller Business Real Property, and the operations, history and prospects operation of the Seller Business with representatives hotel thereon (collectively, the “Due Diligence Materials”) in Seller’s or its property manager’s possession, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude: (i) those portions of the Due Diligence Materials that would disclose Seller’s cost of acquisition of the Property, or cost of construction of the Improvements and employees of Seller related soft costs; (ii) any reports, presentations, summaries and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance like prepared for any of Seller’s personnel and the personnel boards, committees, members or investors in connection with its consideration of the acquisition of the Property, construction of the Improvements or sale of the Property; (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof; (iv) Seller’s internal memoranda, attorney-client privileged materials, internal appraisals or projections; and (v) any information which Seller Subsidiary, will prepare an inventory is prohibited from disclosing because such information is the subject of all assets and other Intellectual Property of a confidentiality agreement between Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltythird party.

Due Diligence. (a) Seller covenants acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, Primary Servicer and any other servicer or 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, which shall be paid by Seller to Buyer within thirty (30) calendar 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 questions respecting the Purchased Asset Files and the Purchased Assets. 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 terms Purchased Assets. Buyer may underwrite such Purchased Assets itself or engage a third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and provisions set forth any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Purchased Assets in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller. Upon a written demand therefor by Buyer to Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. further agrees that Seller shall promptly provide to Buyer copies of all documents related to the Seller (but in no event later than ten (10) Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results Days of such due diligence review or meetings are not entirely satisfactory or acceptable to a demand) reimburse Buyer for any reason whatsoeverand all reasonable attorneys’ fees, as determined costs and expenses of outside counsel incurred by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed connection with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, continuing due diligence on Eligible Assets and Buyer may terminate this Agreement without payment of any damages or penaltyPurchased Assets.

Due Diligence. (a) Each Seller acknowledges that the Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans and the Sellers, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Seller agrees that upon reasonable prior notice (unless an Event of Default shall have occurred, in which case no notice is required) to the Sellers, the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of the Sellers and/or the Custodian. The Sellers also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, each Seller acknowledges that the Buyer may purchase Mortgage Loans from the Sellers based solely upon the information provided by the Sellers to the Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and agrees 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 terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Sellers agree to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Sellers. The Sellers further agree that the Sellers shall pay all out-of-pocket costs and expenses incurred by the Buyer in connection with the Buyer’s activities pursuant to this Section 5.2(a17 (“Due Diligence Costs”). Between ; provided, that such Due Diligence Costs shall not exceed the date Due Diligence Cap per calendar year unless a Default or Event of this Agreement Default shall have occurred and the Effective Timebe continuing, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, which event the Buyer shall have the full right to (a) examine perform due diligence, at the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and sole expense of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related Sellers without regard to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltydollar limitation set forth herein.

Due Diligence. (a) Seller acknowledges that the Buyers have the right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon prior written notice to Seller, the Buyer or their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller, any other servicer or subservicer and/or the Custodian. Seller also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. 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 agrees 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 terms Purchased Assets. 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 provisions set forth any third party underwriter in this Section 5.2(a). Between connection with such underwriting, including, but not limited to, providing the date of this Agreement Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Purchased Assets in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s and reimburse the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined and all costs and expenses incurred by the Buyer in connection with the Buyer’s reasonable discretion, then, notwithstanding any other term or provision of activities pursuant to this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever Section 25; provided that such costs and expenses incurred in connection with activities pursuant to proceed with or this Section 25 relating to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions entering into a Transaction shall not exceed $7,500 for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyeach Purchased Asset.

Due Diligence. (a) Seller acknowledges that Buyer has the right, upon commercially reasonable notice, to perform continuing due diligence reviews with respect to the Mortgage Loans, Seller, Settlement Agents, Approved Investors and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice to Seller, 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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Seller. Seller will use best efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. Seller shall also make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may 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 agrees 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 terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing, during normal business hours and the Effective Timeupon commercially reasonable prior notice, in addition Buyer and any third party underwriter with access to Buyer’s rights provided by Section 5.1(a)any and all documents, Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Mortgage Loans in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller further agrees that it shall promptly provide to Buyer copies of pay all documents related to the Seller Business that Buyer reasonably requests. Buyer out-of-pocket costs and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable discretion, then, notwithstanding any other term or provision of activities pursuant to this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 17.

Due Diligence. (a) Seller acknowledges that the Buyer Parties has the right to perform continuing due diligence reviews with respect to the Purchased 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, the Buyer Agent 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 Assets in the possession or under the control of Seller, any other servicer or subservicer and/or the Custodian. Seller also shall make available to the Buyer Agent a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Loan Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that the Buyer Parties may enter into Transactions with Seller based solely upon the information provided by Seller to the Buyer Agent and the representations, warranties and covenants contained herein, and agrees that the Buyer Agent, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Purchased Assets. A 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 Parties and provisions set forth any third-party underwriter in this Section 5.2(a). Between connection with such underwriting, including, but not limited to, providing the date of this Agreement Buyer Parties and the Effective Timeany third-party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Purchased Assets in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s and reimburse the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer Parties for any reason whatsoever, as determined and all out-of-pocket costs and expenses reasonably incurred by the Buyer Parties in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of connection with the Buyer Parties' activities pursuant to this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 21.

Due Diligence. Seller acknowledges 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 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, a new Appraisal for any Mortgaged Property securing a Purchased Loan upon the occurrence of a Credit Event relating to such Purchased Loan. Prior to the occurrence of a Credit Event, Buyer may also request one (a1) Appraisal per calendar year 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 agrees 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 terms 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 provisions set forth any third party underwriter reasonably acceptable to Seller in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of financial models, agreements, instruments or information relating to such Purchased Loans in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.

Due Diligence. The Sellers acknowledge that Buyer has the right, which Buyer does not expect to (but may) exercise more frequently than quarterly, to perform continuing due diligence reviews with respect to the Purchased Assets, the Sellers, the Servicers, the Guarantor and the Servicers or Subservicers, including, without limitation, financial information, organization documents, business plans, purchase agreements and underwriting purchase models for each pool of Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Sellers agree that (a) Seller upon reasonable prior notice to Sellers, 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 Asset Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets (the “Due Diligence Documents”) in the possession or under the control of the Sellers and/or the Custodian, or (b) upon request, the Sellers shall create and deliver to Buyer within three (3) Business Days of such request, an electronic copy via email to xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxxxxx.xxx, in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Upon reasonable advance notice from the Buyer, the Sellers also shall reasonably make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, the Sellers acknowledge that Buyer may purchase Purchased Assets from Sellers and enter into additional Transactions with respect to the Purchased Assets based solely upon the information provided by the Sellers to the Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and agrees 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 terms Purchased Assets purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties with respect to the Mortgage Loans and otherwise re-generating the information used to originate such Mortgage Loan. Buyer has engaged an Approved Diligence Provider to perform such underwriting. The Sellers agree to cooperate with the Buyer and such Approved Diligence Provider in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective TimeApproved Diligence Provider with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a groupSellers. The due diligence review by Buyer will be at Buyer’s sole expense, except Sellers further agree that Seller the Sellers shall make Seller’s pay all reasonable out-of-pocket costs and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable discretion, then, notwithstanding any other term or provision of due diligence activities pursuant to this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 20.

Due Diligence. (a) Seller covenants and agrees to all of acknowledges that Buyer has the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such continuing due diligence review reviews with respect to the Purchased Assets, for purposes of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, verifying compliance with the assistance representations, warranties and specifications made hereunder, or determining or re-determining the Asset Base for purposes of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision Section ‎4 of this Agreement, Buyer will have no duty or obligation of otherwise, and Seller agrees that Buyer, at its option, has the right at any kind time to conduct a partial or nature whatsoever to proceed with complete due diligence review on any or to consummate any all of the transactions contemplated 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 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 Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to any Purchased Asset in the possession or under the control of Seller, any servicer or sub-servicer and/or Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files, the Servicing Records and the Purchased Assets. Seller agrees to cooperate with Buyer and any third party underwriter designated by this AgreementBuyer in connection with such underwriting, including including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the Mergerpossession, or under the control, of such Seller. Seller agrees to negotiate revised terms, provisions or conditions reimburse Buyer for any and all attorneys’ fees, costs and expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets and Diligence Fees. Diligence Fees applicable to underwriting only shall be subject to an annual, calendar year dollar cap of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty$30,000.

Due Diligence. (a) Seller covenants and agrees to all of acknowledges that Buyer has the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such continuing due diligence review reviews with respect to the Purchased Assets, for purposes of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, verifying compliance with the assistance representations, warranties and specifications made hereunder, or determining or re-determining the Asset Base for purposes of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision Section 4 of this Agreement, Buyer will have no duty or obligation of otherwise, and Seller agrees that Buyer, at its option, has the right at any kind time to conduct a partial or nature whatsoever to proceed with complete due diligence review on any or to consummate any all of the transactions contemplated 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 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 Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to any Purchased Asset in the possession or under the control of Seller, any servicer or sub-servicer and/or Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files, the Servicing Records and the Purchased Assets. Seller agrees to cooperate with Buyer and any third party underwriter designated by this AgreementBuyer in connection with such underwriting, including including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the Mergerpossession, or under the control, of such Seller. Seller agrees to negotiate revised terms, provisions or conditions reimburse Buyer for any and all reasonable attorneys’ fees, out-of-pocket costs and out-of-pocket expenses incurred by Buyer in connection with continuing due diligence on Eligible Assets and Purchased Assets, including, without limitation, Diligence Fees and the cost of annual updated Appraisals on the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyMortgaged Properties.

Due Diligence. Each Seller Party acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Asset and the Underlying Mortgage Loans and each Seller Party, Guarantor and each Servicer, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Seller Party agrees that (a) upon reasonable prior written notice to such Seller Party 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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to the Purchased Asset and such Underlying Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of such Seller Party and/or the Custodian, or (b) upon request, such Seller Party shall create and deliver to Buyer within ten (10) Business Days of such request, in electronic form, in a format agreed upon by Buyer and Seller Parties, of such Due Diligence Documents as Buyer may request. Each Seller Party also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset, the Mortgage Files and the Underlying Mortgage Loans. Without limiting the generality of the foregoing, each Seller Party acknowledges that Buyer may (with respect to the Uncommitted Amount) and shall (with respect to the Committed Amount) enter into transactions with Seller Parties in respect of the Purchased Asset and Underlying Mortgage Loans based solely upon the information provided by Seller Parties to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Purchased Assets and provisions the Underlying Mortgage Loans subject to a Transaction, including, without limitation (but not in the ordinary course of business) (x) ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and (y) otherwise re-generating the information used to originate such Underlying Mortgage Loans provided that the actions set forth in this Section 5.2(a)clauses (x) and (y) shall be undertaken by Buyer with Seller’s consent, not to be unreasonably withheld or delayed; provided however that Seller’s consent shall not be required following the occurrence of an Event of Default. Between the date of this Agreement Buyer may underwrite such Underlying Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller Party agrees to cooperate with Buyer and the Effective Timeany third party underwriter in connection with such underwriting, in addition including, but not limited to, providing Buyer and any third party underwriter with access to Buyer’s rights provided by Section 5.1(a)any and all documents, Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records agreements, instruments or information relating to such Underlying Mortgage Loans in the possession, or under the control, of such Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller SubsidiaryParty. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s pay all reasonable and the Seller Subsidiary’s employees, representatives, officers documented out-of-pocket costs and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable discretion, then, notwithstanding any other term or provision activities pursuant to this Section 20 (“Due Diligence Costs”) in an amount not to exceed the Due Diligence Cap per calendar year; provided that the Due Diligence Cap shall not apply upon the occurrence and continuance of this Agreement, Buyer will have no duty or obligation an Event of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyDefault.

Due Diligence. (a) Seller covenants and agrees to all allow Buyer, Buyer’s agent and representatives reasonable access to the Property (to be coordinated with Seller’s personnel or its agent, during business hours) during the period commencing on the Effective Date hereof and extending to the Closing, (“the Due Diligence Period”) for purposes of any non-intrusive physical and environmental inspection of the terms Property and provisions set forth in this Section 5.2(a). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the ContractsLeases, assetsexpenses and other due diligence matters (the "Due Diligence Inspections"). Buyer shall not conduct or allow any physically intrusive testing of, rights, liabilities on or under the Property (other than sampling building materials for asbestos or lead content and Intellectual Property of Seller . other testing required by Buyer’s representatives and agents, with the assistance of financing source) without first obtaining Seller’s personnel and the personnel of the Seller Subsidiarywritten consent, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller which consent shall promptly provide to Buyer copies of all documents related not be unreasonably withheld, conditioned or delayed as to the Seller Business that Buyer reasonably requeststiming and scope of work to be performed. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision Upon execution of this Agreement, Seller will cause to be made available to Buyer will have no duty for inspection the following information to the extent available to Seller or obligation its agents concerning the Property and its operation which Buyer, Buyer’s financing source, or their respective representatives shall reasonably request: all documents referred to in this Agreement; the Service Contracts; copies of all permits, licenses or governmental approvals necessary for, or convenient to, the operation of the Property; copies of all guarantees and warranties; copies of all environmental audits or reports, soils reports and engineered foundation reports; any geophysical records, data or reports; reports of any kind engineers or nature whatsoever experts as they relate to proceed with the coal or to consummate other minerals regarding the Property in Seller’s files, possession or control; surveys; and any other information requested by Buyer, Buyer’s financing source, or their respective representatives. If Buyer is reasonably satisfied that the results of the transactions contemplated by Due Diligence Inspections indicate a material decrease in the value or use of the Property of which Buyer was not previously aware, Buyer shall have the right to terminate this Agreement. This Agreement shall terminate if Buyer sends written notice to Seller setting forth the issue discovered pursuant to the Due Diligence Inspections on or before 5:00 p.m. (Denver, Colorado time) of the 30th day after the Effective Date. If Buyer does provides such notice, this Agreement shall be terminated unless the parties mutually agree on a resolution of the issues, and the parties shall be relieved of all further obligations hereunder. For purposes of this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltymaterial decrease shall mean more than Three Hundred Thousand Dollars ($300,000.00).

Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Mortgage Loans, Seller, and each Servicer, including, without limitation, financial information, organization documents and purchase agreements for each pool of Purchased Mortgage Loans (to the extent not covered by confidentiality agreements), for purposes of verifying compliance with the representations, warranties and specifications made hereunder, to review the servicing of the Purchased Mortgage Loans, or otherwise, and Seller agrees that (a) upon reasonable prior notice to Seller, 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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of Seller and/or the Custodian, or (b) upon request, Seller shall create and deliver to Buyer promptly , an electronic copy via email to ***, in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Purchased Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Mortgage Loans from Seller and enter into additional Transactions with respect to the Purchased Mortgage Loans based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Purchased Mortgage Loans purchased in a Transaction, including, without limitation, ordering new credit reports and provisions set forth new appraisals on the related Mortgaged Properties with respect to the Purchased Mortgage Loans and otherwise re-generating the information used to originate such Purchased Mortgage Loan, which information may be used by Buyer to calculate Market Value. Buyer may underwrite such Purchased Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer or any third party underwriter in this Section 5.2(a). Between the date of this Agreement and the Effective Timeconnection with such underwriting, in addition including, but not limited to, providing Buyer with access to Buyer’s rights provided by Section 5.1(a)any documents, Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Mortgage Loans in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s pay all out-of-pocket costs and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable discretion, then, notwithstanding any other term or provision of due diligence activities pursuant to this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 20.

Due Diligence. (a) Seller The Sellers acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans and the Sellers, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Sellers agree that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to the Sellers, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of the Sellers and/or the Custodian. The Sellers also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Sellers acknowledge that Buyer may purchase Mortgage Loans from the Sellers based solely upon the information provided by the Sellers to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Sellers agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Sellers. The Sellers further agree that the Sellers shall pay all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 5.2(a27 (“Due Diligence Costs”). Between the date ; provided, that such Due Diligence Costs shall not exceed $20,000 per calendar year unless a Default or Event of this Agreement and the Effective TimeDefault shall have occurred, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, which event Buyer shall have the full right to (a) examine perform due diligence, at the offices, properties, equipment, invoices, customer records, agreement books and records sole expense of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related Sellers without regard to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltydollar limitation set forth herein.

Due Diligence. (a) Seller covenants and agrees to all of the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, Purchaser shall have the full right right, during the Due Diligence Period, to (a) examine inspect the officesProperty and to investigate existing zoning, properties, equipment, invoices, customer records, agreement books the physical and records of Seller and environmental condition of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of SellerProperty, the adequacy of existing utilities and any other factors Purchaser deems relevant in determining whether to purchase the Property. Within two (2) business days after the Effective Date, Seller Subsidiary and shall make available to Purchaser at the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance offices of Seller’s personnel Counsel in Morristown, New Jersey all documentation in possession of Seller’s Counsel relating to environmental conditions at the Property (the “Environmental Documents”) and shall make available to the personnel Purchaser’s environmental and property condition consultants at the Property a person in Seller’s employ knowledgeable about the Property’s use by Seller, and Seller’s counsel shall deliver to Purchaser’s counsel a copy of Seller’s current title policy and survey relating to the Property. For purposes of conducting such inspections and studies, Purchaser shall have access to the Property at all reasonable times, subject to Section 4.2 below. If for any reason (including but not limited to Purchaser’s discovery during the Due Diligence Period of additional areas of environmental concern not previously identified by Philips Electronics North America Corporation (“PENAC”) in the course of its investigation or remediation of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related pursuant to the Seller Business that Buyer reasonably requestsIndustrial Site Recovery Act, N.J.S.A. 13:1K-6 et al. Buyer and Buyer’s representatives and agents shall be permitted (“ISRA”) or the absence of documentation evidencing PENAC’S responsibility to meet remediate the Property) or for no reason Purchaser is not satisfied with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoeverits investigations, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer Purchaser may terminate this Agreement without payment on notice to Seller and Escrow Agent given within the Due Diligence Period. In the event of such termination, the Deposit, shall be returned to Purchaser, whereupon, except as expressly provided in this Agreement, all rights and obligations of the respective parties hereunder shall be null and void. If Purchaser does not deliver such notice of termination pursuant to this Section 4.1 within the Due Diligence Period, Purchaser shall conclusively be deemed to have waived its right of termination under this Section 4.1. Purchaser may, in its sole discretion, waive the balance of the Due Diligence Period at any damages or penaltytime prior to the end of the Due Diligence Period by notifying Seller, in writing, in which instance the Due Diligence Period will be deemed to have expired.

Due Diligence. (a) Seller covenants Subject to the rights of tenants at the Property, Purchaser and agrees any representatives designated by Purchaser may, at Purchaser’s expense, at reasonable times and upon reasonable prior notice to all Seller, to the extent reasonably necessary in connection with the purchase of the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and the Effective TimeProperty, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine inspect any documents and materials related to the officesProperty which are in the possession of Seller, propertiesexcept as excluded as provided below (collectively, equipmentthe “Evaluation Materials”) on the express condition that Purchaser agrees to treat the Evaluation Materials confidential, invoicesas provided in this Agreement, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss inspect the Seller Business and the operations, history and prospects Real Property (provided that such inspections of the Real Property shall be non-invasive except to the extent approved in writing by Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary discretion) (collectively, “Inspections”). Purchaser acknowledges and agrees that the Evaluation Materials are being provided by Seller as an accommodation to Purchaser and without representation, recourse or appropriate, including a due diligence review warranty by Seller as to the accuracy or completeness thereof or the suitability of the Contractsinformation contained therein for any purpose whatsoever, assetsunless otherwise expressly set forth in this Agreement. All actions taken by or on behalf of Purchaser shall be in accordance with all applicable laws, rightsrules and regulations of the appropriate governmental authorities having jurisdiction over the Real Property. In addition, liabilities subject to the rights of tenants at the Property, Purchaser shall have the right to interview the tenants under the Leases, during reasonable business hours and Intellectual Property upon not less than three (3) Business Days’ prior notice to Seller, provided, however, that Seller shall have the right, but not the obligation, to have a representative of Seller . Buyeraccompany Purchaser or Purchaser’s representatives on such tenant interviews. Seller and agentsPurchaser agree to reasonably cooperate with each other in scheduling such interviews. Purchaser shall (A) not interfere with the use of the Real Property by the tenants under the Leases, (B) restore the Real Property to the condition which existed immediately prior to each of the Inspections, (C) defend and indemnify Seller, its partners and affiliates, and each of their officers, directors, agents and employees, from and against any and all liability, loss, cost, expense and damage (including, without limitation, reasonable attorneys’ fees) incurred by any of them in connection with the Inspections, (D) provide Seller, promptly after receipt, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related written reports, tests and other written information regarding the Inspections, and (E) prior to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a groupcondition to any Inspections, deliver to Seller certificates of insurance evidencing comprehensive liability insurance (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000, in a form reasonably acceptable to Seller, and naming Seller as an additional insured. The due diligence review Notwithstanding the foregoing, Seller shall not be required to disclose or deliver to Purchaser (i) any evidence of terms relating to the acquisition of the Property by Buyer will be at BuyerSeller; (ii) the valuation of the Property performed by or on behalf of Seller, including any appraisals of the Property; (iii) the terms of any financing relating to the Property; (iv) any information generated by or on behalf of Seller regarding the value of the Property for Seller’s sole expenseinternal purposes; (v) any materials or reports generated or produced by or on behalf of Seller in connection with its acquisition or financing of the Property, except for that Seller shall make Seller’s certain Report of Phase I Environmental Site Assessment for the Property prepared by Law Engineering and the Seller Subsidiary’s employeesEnvironmental Services, representativesInc. of Addison, officers and accountants available Texas dated August 20, 2002 as Project No. 30440-2-0771-09-917 which has been delivered to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review Purchaser; or meetings (vi) any information or reports that are not entirely satisfactory attorney-client or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltywork product doctrine privileged.

Due Diligence. Each Seller acknowledges that Buyer or any third party designated by Buyer (aincluding Buyer’s regulators) has the right to perform continuing due diligence reviews with respect to the Mortgage Loans and each Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Seller agrees that upon reasonable prior notice unless an Event of Default shall have occurred and be continuing, in which case no notice is required, 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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of such Seller. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may purchase Mortgage Loans from Sellers based solely upon the information provided by Sellers to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller agrees to cooperate with Buyer and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of either Seller. Each Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform further agrees that such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of pay all documents related to the Seller Business that Buyer reasonably requests. Buyer out-of-pocket costs and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable discretion, then, notwithstanding any other term or provision of activities pursuant to this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 17 (“Due Diligence Costs”).

Due Diligence. (a) Seller covenants Due to the complexity of the proposed transactions and agrees the Debtor’s duty to maximize recoveries from the Sale, the Debtor shall deliver the Sale Motion to all parties who are known to have expressed an interest in acquiring the Assets and any other entity that requests service of the terms and provisions set forth in this Section 5.2(aSale Motion (the “Potential Bidders”). Between The Sale Motion will invite all Potential Bidders to participate in the date Sale. The Debtor may afford any Potential Bidder the time and opportunity to conduct reasonable due diligence; provided such Potential Bidder enters into a confidentiality agreement (the “Confidentiality Agreement”) limiting its use of this such information and demonstrates sufficient financial wherewithal, in the Debtor’s discretion, to consummate the Sale. Any Potential Bidder may obtain a copy of the Confidentiality Agreement from Gleacher & Company (“Gleacher”), the Debtor’s financial advisor. Gleacher and the Debtor may, on their own initiative, also send a copy of the Confidentiality Agreement to those parties who have not yet executed one but whom Gleacher or the Debtor has identified as being likely to be interested in making an offer to purchase the Assets and participating in the Auction. Thereafter, the Debtor and Gleacher shall entertain any further reasonable requests for additional information and due diligence from any party who has executed the Confidentiality Agreement and provided the Effective Timerequired satisfactory evidence of financial wherewithal. The Debtor, in addition to Buyer’s rights provided by Section 5.1(aits discretion, may deny any such requests for additional information, if, after taking into account, among other things, business factors (such as whether or not the Potential Purchaser is currently a competitor of the Debtor), Buyerlegal, acting through Buyer’s own personnelregulatory, legal counsel, accountants and other representatives considerations, it determines that doing so would not be in the best interests of its estate and agents, shall have creditors or is otherwise contrary to the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and goals of the Seller Subsidiary, (b) meet and discuss the Seller Business Auction and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such Sale. If any due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related material has not previously been provided to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents Purchaser, then the Debtor shall be permitted simultaneously provide such material to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyPurchaser.

Due Diligence. The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage 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 (abut no less than three (3) Business Day’s) prior notice unless an Event of Default shall have occurred or Buyer has a good faith belief that an Event of Default shall occur, 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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of the Seller and/or the Custodian. The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may 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 agrees 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 terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Seller. The Seller further agrees that the Seller shall pay all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 5.2(a26 (“Due Diligence Costs”). Between the date ; provided, that such Due Diligence Costs shall not exceed $15,000 per calendar year unless a Default or Event of this Agreement and the Effective TimeDefault shall have occurred, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, which event Buyer shall have the full right to (a) examine perform due diligence, at the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review sole expense of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.

Due Diligence. The Inspection Period (herein so called) commenced on the date hereof and shall continue until the close of business on August 31, 2007. Prior to the end of the Inspection Period, Buyer shall complete its examination of and shall satisfy itself with the condition of title to the Subject Interests at its own expense. However, (a) Seller covenants and agrees shall make available to Buyer, at Seller’s place of business or elsewhere convenient to Seller, all of Seller's title opinions, certificates of title, abstracts of title, title data, records, files, leases, agreements, declarations, orders, contracts, permits, licenses, easements and other information relating to the terms Subject Interests and provisions set forth access to each property for a physical inspection, and (b) Seller shall instruct all of its attorneys, contractors, employees, agents and officers to cooperate fully with Buyer and its Representatives and assist them in this Section 5.2(a)the due diligence efforts. Between the date of this Agreement and the Effective TimeSeller shall make reasonable efforts to obtain any consents needed under contractual confidentiality provisions, if any, and, in addition the event said consents are able to be obtained by Seller’s reasonable efforts, furnish Buyer a copy of all gas contracts, gas transportation and treating agreements, operating agreements and all amendments to each. The above-described information to be provided by Seller shall be provided for the convenience of Buyer only and shall not form the sole basis of Buyer’s rights provided by Section 5.1(a)decision to purchase the Subject Interests or in any way alter, Buyeralleviate, acting through waive, void or reduce Buyer’s own personnelobligation to examine and satisfy itself with the condition of title to the Subject Interests. Seller will, at Seller's expense, use reasonable diligence to obtain all consents and waivers of preferential or other rights to purchase from third parties and governmental authorities as may be reasonably necessary to the conveyance, assignment, and transfer to Buyer of the Subject Interests. As used herein, “Representative,” with respect to a particular person or entity, means any director, officer, employee, agent, consultant, advisor other representative of such person or entity, including legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyfinancial advisors.

Due Diligence. (a) Each Seller and Guarantor acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, Servicer, Guarantor and Sellers, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Sellers and Guarantor agree that upon reasonable prior notice unless an Event of Default has occurred, in which case no notice is ‑61‑ required, to Sellers or Guarantor, as applicable, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Sellers, Guarantor, Servicer and/or Custodian. Sellers and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Sellers, Guarantor, the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Each Seller and Guarantor acknowledge that Buyer may purchase Mortgage Loans from Sellers based solely upon the information provided by Sellers to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re‑generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller and Guarantor agree to cooperate with Buyer and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of such Seller or Guarantor. Each Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform Guarantor further agree that such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of pay all documents related to the Seller Business that Buyer reasonably requests. Buyer out‑of‑pocket costs and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable discretionactivities pursuant to this Section 18 (“Due Diligence Costs”); provided that, thenwith respect to Due Diligence Costs incurred after the Effective Date, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions such Due Diligence Costs for any one-year term shall not exceed the Annual Cap; and, provided further, that upon the occurrence of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment Event of any damages or penaltyDefault no Annual Cap shall apply.

Due Diligence. Buyer, or its designees, will have a period of thirty (a30) days after Seller's execution of this Agreement (the "Due Diligence Period"), to enter the Property to make inspections, engineering tests, surveys, and other such tests, examinations and inspections as Buyer may desire as long as such tests, examinations, etc., do not unreasonably interfere with the operations or any current use of the Property. All entry upon the Property and any and all contact with on site employees of Seller covenants by Buyer shall be upon prior notice to Seller and, at Seller's option, accompanied by an agent of Seller. Requests for entry upon the property or to contact any employees of Seller shall be initiated only through James Duberstein or Joseph M. Jayxxx xxx xxxxx xx conxxxxxx xx xxxxxx conformance with the restrictions in this Agreement and specifically this Section 3 and Section 8(d). If the Closing of the Property does not occur, Buyer shall restore the Property to the same condition as prior to any entry by Buyer. All due diligence materials previously submitted to Buyer must be maintained by Buyer or its attorneys or agents on a confidential basis and returned to Seller if Buyer terminates this Agreement. Buyer agrees that it will not use the Due Diligence materials for any purpose other than to determine whether to acquire the Property and agrees that it will not make contact with Seller's tenants unless closing occurs. In addition, Buyer agrees that it will under no circumstances make any offer, or use the Due Diligence materials, to all acquire the interest of any partner(s) of the terms and provisions set forth in this Section 5.2(a). Between selling entities or the current fee owner or its affiliates for a period of two (2) years after the date of this Agreement and the Effective TimeContract. Buyer and/or its agents will not, in addition under any circumstances, disclose to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records any of Seller and Seller's employees that it is contemplating acquisition of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business Property without Seller's written consent prior to closing. Buyer will make no contact with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review any of Seller, the Seller Subsidiary 's employees without Seller's express written consent; except for contacts with Seller's employees allowed under Section 8(d) and the Seller Business as Buyer except for contacts within three (3) days of closing in its sole connection with takeover and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller closing arrangements. Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review All third party reports desired by Buyer will be ordered by Buyer at Buyer’s sole 's expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment agrees that it will supply copies to Seller of any damages or penaltyeach and every report upon receipt.

Due Diligence. (a) Seller covenants Each of Seller, Guarantor and Servicer agrees to promptly provide Buyer and its agents with access to, copies of and extracts from any and all documents, books, records, agreements, instruments or information (including, without limitation, any of the foregoing in computer data banks and computer software systems) relating to its financial condition, the performance of its obligations under the Program Documents, the documents contained in the Servicing File or the Purchased Loans in the possession, or under the control, of Servicer, Guarantor or Seller. In addition, Buyer has the right to perform continuing due diligence reviews of (x) Seller, Guarantor, Servicer, and their respective directors and officers, including, without limitation, Seller’s, Servicer’s and Guarantor’s respective financial condition and performance of Seller’s, Guarantor’s and Servicer’s obligations under the Program Documents, and (y) the Servicing File and the Purchased Loans. Seller and Guarantor shall also make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer shall 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 terms Purchased Loans, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and provisions set forth in this Section 5.2(a)otherwise re-generating the information used to originate such Purchased Loans. Between the date of this Agreement Servicer, Guarantor and the Effective Time, in addition to Seller shall pay Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants out-of-pocket costs and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with any due diligence hereunder. Servicer, Guarantor and Seller shall pay Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penalty.due diligence expenses. [SIGNATURE PAGE FOLLOWS]

Due Diligence. (a) Seller acknowledges that Buyer has the right to perform reasonable due diligence reviews or re-underwriting with respect to the Purchased Assets and the related Underlying Assets and Seller agrees that upon reasonable prior notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets and Underlying Assets in the possession or under the control of Seller, any other servicer or subservicer and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files, the Purchased Assets and Underlying Assets. 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 agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review or re-underwriting on some or all of the terms Purchased Assets and provisions set forth Underlying Assets. Any provision hereof to the contrary not withstanding, the costs and expenses of Buyer and its counsel incurred in this Section 5.2(a). Between the date of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business connection with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such its initial due diligence review or re-underwriting of Seller, the Seller Subsidiary each Purchased Asset and the Seller Business as each Underlying Asset and all other costs and expenses incurred by Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, connection with the assistance consummation of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents any Transaction shall be permitted borne by Seller in an amount not to meet exceed $7,500.00 with representatives respect to each Purchased Asset. Except as provided in Section 27(g) hereof, all other costs and employees of Seller individually and as a group. The due diligence review expenses incurred by Buyer will in connection with the consummation of any Transaction shall be at borne by Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of Any such due diligence review or meetings are not entirely satisfactory re-underwriting may be conducted by Buyer or acceptable a third party appointed by Buyer. Seller agrees to reasonably cooperate with Buyer for and any reason whatsoever, as determined third party appointed by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term connection with such due diligence review or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyre-underwriting.

Due Diligence. Sellers and their agents shall give Buyer and Buyer’s counsel, accountants, engineers, insurance carriers, lenders and other representatives (a“Buyer’s Representatives”) Seller covenants and agrees access to all of Sellers’ properties, books, accounts, contracts, commitments, licenses, site plans, surveys, records and receipts used or useful in connection with the Property or the operation thereof that are in Seller’s possession, and Sellers shall furnish Buyer with all such information concerning Sellers’ affairs with respect to the Property or the operation thereof as Buyer may reasonably request. Buyer shall indemnify, hold harmless and defend Sellers and Manager from and against any loss, damage, liability or claim for personal injury or property damage and any other loss, damage, liability, claim or lien to the extent arising from the acts at or upon the Property by Buyer or Buyer’s Representatives, INCLUDING ANY SUCH LOSS, DAMAGE OR CLAIM TO WHICH THE NEGLIGENCE OF SELLERS AND/OR MANAGER MAY HAVE CONTRIBUTED, but excluding any such loss, damage or claim if and to the extent caused by the gross negligence or reckless or willful misconduct of Sellers and/or Manager. Buyer understands and agrees that any on-site inspections of the Property shall occur at reasonable times agreed upon by Sellers and Buyer after not less than two (2) business days prior written notice to Sellers and shall be conducted so as not to interfere unreasonably with the operation of the Property and the use of the Property by the tenants and the guests of the Hotel. Sellers and/or Manager shall have the right to have a representative present during any such inspections. If Buyer desires to do any invasive testing at the Property, Buyer shall do so only after notifying Sellers and obtaining Seller’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed and may be subject to reasonable terms and conditions as may be proposed by Sellers. Buyer shall not permit any liens to attach to the Property by reason of such inspections. Buyer shall (i) restore the Property, at its own expense, to substantially the same condition which existed prior to any inspections or other activities of Buyer thereon; and (ii) be responsible for and pay any and all liens by contractors, subcontractors, materialmen, or laborers performing the inspections or any other work for Buyer or Buyer’s Representatives on or related to the Property. The provisions set forth in of this Section 5.2(a). Between the date 3.04 shall survive any termination of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyClosing.

Due Diligence. Each of Seller and Guarantor acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller Parties, the Guarantor, the Servicer, the Purchased Assets, Pledged Assets, Underlying Mortgage Loans subject to any Transaction and Underlying REO Property in connection with any Transaction or otherwise pledged hereunder, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each of Seller and Guarantor agrees that (a) upon reasonable prior notice to Seller 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 Asset Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets, Pledged Assets, Underlying Mortgage Loans, Underlying REO Properties of the Seller (the “Due Diligence Documents”) in the possession or under the control LEGAL02/41441953v3 of Seller, Guarantor, Servicer and/or the Custodian, or (b) upon request, Seller shall create and deliver to Buyer within twenty (20) calendar days of such request, an electronic copy on CD or DVD, in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files, the Purchased Assets, the Pledged Assets, the Underlying REO Property and the Underlying Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Purchased Assets, Pledged Assets, Underlying Mortgage Loans subject to a Transaction or Underlying REO Properties pledged in connection with a Transaction, including, without limitation, ordering appraisals or BPOs, new credit reports and provisions set forth in this Section 5.2(a). Between new appraisals on the date related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan, performing compliance, legal, credit and servicing file reviews, as well as reviews of this Agreement and the Effective Time, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, claim history and prospects files with FHA, VA and USDA and verification of the Seller Business with representatives FHA Mortgage Insurance in place, VA Loan Guaranty Agreement in place and employees of Seller USDA Guaranty in place. Buyer may due diligence such Purchased Assets, Pledged Assets, Underlying Mortgage Loans and the Seller Subsidiary and (c) otherwise Underlying REO Properties itself or engage a mutually agreed upon third party due diligence firm to perform such due diligence review of Sellerdiligence, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a subject to such third party due diligence review firm executing the Buyer’s standard form of non-disclosure agreement. Seller agrees to cooperate with Buyer and any third party due diligence firm in connection with such underwriting, including, but not limited to, providing Buyer and any third party due diligence firm with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties in the Contractspossession, assetsor under the control, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives provided, however, that unless an Event of Default has occurred and agentsis continuing, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiarysuch on-site visits and/or on-site examinations shall be limited to one (1) per calendar year. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s pay all reasonable third-party out-of-pocket costs and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable discretionactivities pursuant to this Section 21 (“Due Diligence Costs”) in an amount not to exceed the Due Diligence Cap per calendar year; provided that the Due Diligence Cap shall not apply upon the occurrence and continuance of an Event of Default. In addition, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment perform corporate level due diligence on the Seller and Servicer, provided, however, that prior to the occurrence and continuation of any damages or penaltyan Event of Default the Seller shall not be required to pay for such corporate level due diligence more than once per annum (which due diligence shall also be subject to the Due Diligence Cap; provided that the Due Diligence Cap shall not apply upon the occurrence and continuance of an Event of Default).

Due Diligence. Seller acknowledges that Buyer or any third party designated by Buyer (aincluding Buyer’s regulators) has the right to perform continuing due diligence reviews with respect to the 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 notice unless an Event of Default shall have occurred and be continuing, in which case no notice is required, to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Seller or Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may 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 agrees 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 terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re‑generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Xxxxxx agrees to cooperate with Xxxxx and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller SubsidiaryCustodian. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Sellerpay all reasonable and documented out-of-pocket costs and expenses incurred by Xxxxx and Custodian in connection with Buyer’s and the Seller Subsidiary’s employees, representatives, officers and accountants available activities pursuant to this Section 17 subject to a cap with respect to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer [***]for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding [***]period (“Due Diligence Costs”); provided that the Due Diligence Cap shall not apply at any other term or provision of this Agreement, Buyer will time that a Default shall have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, occurred and Buyer may terminate this Agreement without payment of any damages or penaltybe continuing.

Due Diligence. Each Seller Party acknowledges that Buyer has the right to perform initial and continuing due diligence reviews with respect to the Purchased Assets, Mezzanine Subsidiary Assets, Seller Parties, Collateral Administrator and other parties which may be involved in or related to Transactions (a) Seller covenants and agrees to all of the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement and the Effective Timecollectively, in addition to Buyer’s rights provided by Section 5.1(a“Third Party Transaction Parties”), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as deemed appropriate by Buyer in its sole discretion, for purposes of verifying compliance with the representations, warranties and absolute discretion deems necessary specifications made hereunder and obtaining the information set forth in Exhibits M-1 and M-2 hereto, and Seller Parties and Collateral Administrator each agree that upon reasonable prior notice to Seller Parties or appropriateCollateral Administrator, including as applicable, unless an Event of Default shall have occurred and be continuing, in which case no notice is required, Buyer or its authorized representatives will be permitted at reasonable times to examine, inspect, and make copies and extracts of, the Asset Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets and Mezzanine Subsidiary Assets in the possession or under the control of any Seller Party or Collateral Administrator; provided however, that unless (a) an Event of Default has occurred and is continuing or (b) a Credit Event (and in such case, solely with respect to the Purchased Asset and Mezzanine Subsidiary Assets related to such Credit Event) has occurred and is continuing in the case of this clause (b), for at least thirty (30) days, Buyer does not expect to conduct more than one (1) such review during any one (1) year period. Seller Parties will use commercially reasonable efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. Seller Parties and Collateral Administrator shall also make available to Buyer at reasonable times and upon reasonable prior notice a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files, the Purchased Assets and the Mezzanine Subsidiary Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may purchase Purchased Assets from Sellers based solely upon the information provided by Sellers to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to cause Collateral Administrator or its agent to conduct a partial or complete due diligence review on some or all of the ContractsPurchased Assets and Mezzanine Subsidiary Assets purchased in a Transaction, assetsincluding, rightswithout limitation, liabilities ordering new Qualified Appraisals on the related Mortgaged Properties and Intellectual Property of Seller . Buyer’s representatives otherwise re-generating the information used to originate such Purchased Asset and agentsMezzanine Subsidiary Asset and reviewing intercreditor agreements, with the assistance of Seller’s personnel and the personnel property management agreements, formation documents of the Seller Subsidiaryproperty owners and their direct and indirect owners, will prepare an inventory of all assets financial statements, environmental and engineering reports, underlying title policies including owner’s and UCC-9 title insurance policies to the extent applicable, legal opinions and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer as may be mutually agreed among Sellers and Buyer. For the avoidance of doubt, Collateral Administrator’s representatives and agents shall be permitted obligation to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoevershall not preclude Buyer’s right to perform due diligence on the Purchased Assets and Mezzanine Subsidiary Assets prior to the Purchase Date and as necessary during the term of the Agreement, as determined by Buyer in is sole discretion, subject to the terms of the Mortgage Loan documents or Mezzanine Loan documents, as applicable. Buyer may underwrite such Purchased Assets and Mezzanine Subsidiary Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Seller and Collateral Administrator agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets and Mezzanine Subsidiary Assets in the possession, or under the control, of Seller Parties or Collateral Administrator. Each Seller further agrees that it shall pay, to the extent Sellers have received an invoice therefor, all reasonable and documented out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s reasonable discretionactivities pursuant to this Section 17 for one (1) review during any one (1) year period; provided that (i) such limitation shall not apply upon the occurrence and continuance of an Event of Default or the occurrence and continuance of a Credit Event for at least thirty (30) days (and in such case, thensolely with respect to the Purchased Asset or Mezzanine Subsidiary Asset related to such Credit Event), notwithstanding any other term (ii) such amounts shall not exceed the Asset Diligence Cap for each Eligible Asset reviewed, unless (x) an Event of Default or provision (y) a Credit Event (solely with respect to the Purchased Asset related to such Credit Event) has occurred and is continuing in the case of this Agreementclause (y), for at least thirty (30) days, in which case such Asset Diligence Cap shall not apply, and (iii) Sellers and Buyer agree that additional expenses may be incurred for complex transactions, Buyer will have no duty or obligation of any kind or nature whatsoever shall notify Sellers before exceeding the Asset Diligence Cap and Buyer and Sellers shall endeavor in good faith to proceed with or agree to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate a revised terms, provisions or conditions limitation on diligence expenses for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltysuch complex transaction.

Due Diligence. (a) The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage 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 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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of the Seller and/or the Custodian. The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may purchase Mortgage Loans from the Seller based solely upon the information provided by the Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Seller. The Seller further agrees that the Seller shall pay all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 5.2(a17 (“Due Diligence Costs”). Between the date ; provided, that such Due Diligence Costs shall not exceed $30,000 (“Due Diligence Cap”) per calendar year unless a Default or Event of this Agreement and the Effective TimeDefault shall have occurred, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, which event Buyer shall have the full right to (a) examine perform due diligence, at the offices, properties, equipment, invoices, customer records, agreement books and records sole expense of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related without regard to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltyDue Diligence Cap set forth herein.

Due Diligence. Seller acknowledges that Buyer or any third party designated by Buyer (aincluding Buyer’s regulators) has the right to perform continuing due diligence reviews with respect to the Mortgage Loans and Seller Parties, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Seller. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise regenerating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in this Section 5.2(a). Between the date of this Agreement connection with such underwriting, including, but not limited to, providing Buyer and the Effective Timeany third party underwriter with access to any and all documents, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of Seller and of agreements, instruments or information relating to such Mortgage Loans in the Seller Subsidiarypossession, (b) meet and discuss or under the Seller Business and the operationscontrol, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except further agrees that Seller shall make Seller’s pay all out-of-pocket costs and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined expenses incurred by Buyer in connection with Buyer’s reasonable discretionactivities pursuant to this Section 17 (“Due Diligence Costs”); provided, thenhowever, notwithstanding any other term or provision of this Agreement, that Seller shall not be responsible for Buyer’s due diligence costs incurred in connection with the initial due diligence conducted by Buyer will have no duty or obligation of any kind or nature whatsoever prior to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltydate hereof.

Due Diligence. (a) The Seller covenants acknowledges that the Purchaser has the right to perform continuing due diligence and agrees other reviews with respect to all of the terms and provisions set forth in this Section 5.2(a). Between the date of this Agreement Mortgage Loans and the Effective TimeSeller for purposes of verifying compliance with the representations, warranties, covenants, agreements and specifications made hereunder, under the Mortgage Loan Documents or otherwise, and the Seller agrees that, upon reasonable (but no less than one (1) Business Day’s) prior notice, unless an Event of Default shall have occurred, in addition which case no notice is required, to Buyer’s rights provided by Section 5.1(a)the Seller, Buyeras applicable, acting through Buyer’s own personnelthe Purchaser or its authorized representatives shall be permitted during normal business hours to examine, legal counselinspect, accountants and other representatives make copies and agentsextracts of, shall have the full right to (a) examine the offices, properties, equipment, invoices, customer records, agreement books and records of the Seller and any and all documents, records, agreements, instruments or information relating to the Mortgage Loans in the possession or under the control of the Seller Subsidiaryand any Affiliates of the Seller. The Seller shall make available to the Purchaser a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Seller, (b) meet and discuss the Seller Business Mortgage Loans and the operations, history Seller’s books and prospects records. The Seller shall also make available to the Purchaser any accountants or auditors of the Seller Business to answer any questions or provide any documents as the Purchaser may require. The Seller shall also cause each servicer or trustee with representatives and employees respect to such Mortgage Loans to cooperate with the Purchaser by permitting the Purchaser to conduct due diligence reviews of Seller and files of each such servicer or trustee relating to the Seller Subsidiary and (c) otherwise perform Mortgage Loans to the extent such reviews are permitted under the terms of the Mortgage Loan Documents. The Purchaser, at its option, has the right at any time to conduct a partial or complete due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary on some or appropriate, including a due diligence review all of the ContractsMortgage Loans purchased in the Transaction, assetsincluding, rightswithout limitation, liabilities ordering new credit reports and Intellectual Property of new appraisals on the related Mortgaged Properties and otherwise re–generating the information used to originate such Mortgage Loans. The Purchaser may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller . Buyer’s representatives and agents, agrees to reasonably cooperate with the assistance of Seller’s personnel Purchaser and any third party underwriter in connection with such underwriting, including, but not limited to, providing the personnel Purchaser and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller SubsidiarySeller. The Seller shall promptly provide pay all out–of–pocket costs and expenses incurred by Purchaser in connection with the Purchaser’s activities pursuant to Buyer copies of all documents related to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltySection 19.

Due Diligence. The Seller acknowledges that Buyer has the right to perform continuing Due Diligence Reviews with respect to the Mortgage Loans (aother than Mortgage Loans that were acquired by the Seller from the Buyer or its Affiliates) 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 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 Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of the Seller and/or the Custodian. The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may 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 agrees 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 terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Seller. The Seller further agrees that the Seller shall pay all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 5.2(a27 (“Due Diligence Costs”) with respect to the Mortgage Loans (other than Mortgage Loans that were acquired by the Seller from the Buyer or its Affiliates). Between ; provided, that such Due Diligence Costs shall not exceed the date Due Diligence Cap per Transaction unless a Default or Event of this Agreement and the Effective TimeDefault shall have occurred, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, which event Buyer shall have the full right to (a) examine perform due diligence, at the offices, properties, equipment, invoices, customer records, agreement books and records sole expense of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related without regard to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltydollar limitation set forth herein.

Due Diligence. (a) Seller The Sellers acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans and the Sellers, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Sellers agree that upon reasonable prior notice unless an Event of Default shall have occurred, in which case no notice is required, to the Sellers, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of the Sellers and/or the Custodian. The Sellers also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the Sellers acknowledge that Buyer may purchase Mortgage Loans from the Sellers based solely upon the information provided by the Sellers to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and agrees that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the terms Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker's price opinions, new credit reports and provisions set forth new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Sellers agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of the Sellers. The Sellers further agree that the Sellers shall pay all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer's activities pursuant to this Section 5.2(a27 ("Due Diligence Costs"). Between the date ; provided, that such Due Diligence Costs shall not exceed $20,000 per calendar year unless a Default or Event of this Agreement and the Effective TimeDefault shall have occurred, in addition to Buyer’s rights provided by Section 5.1(a), Buyer, acting through Buyer’s own personnel, legal counsel, accountants and other representatives and agents, which event Buyer shall have the full right to (a) examine perform due diligence, at the offices, properties, equipment, invoices, customer records, agreement books and records sole expense of Seller and of the Seller Subsidiary, (b) meet and discuss the Seller Business and the operations, history and prospects of the Seller Business with representatives and employees of Seller and the Seller Subsidiary and (c) otherwise perform such due diligence review of Seller, the Seller Subsidiary and the Seller Business as Buyer in its sole and absolute discretion deems necessary or appropriate, including a due diligence review of the Contracts, assets, rights, liabilities and Intellectual Property of Seller . Buyer’s representatives and agents, with the assistance of Seller’s personnel and the personnel of the Seller Subsidiary, will prepare an inventory of all assets and other Intellectual Property of Seller and the Seller Subsidiary. Seller shall promptly provide to Buyer copies of all documents related Sellers without regard to the Seller Business that Buyer reasonably requests. Buyer and Buyer’s representatives and agents shall be permitted to meet with representatives and employees of Seller individually and as a group. The due diligence review by Buyer will be at Buyer’s sole expense, except that Seller shall make Seller’s and the Seller Subsidiary’s employees, representatives, officers and accountants available to Buyer without charge and shall provide copies of documents to Buyer without charge. If the results of such due diligence review or meetings are not entirely satisfactory or acceptable to Buyer for any reason whatsoever, as determined by Buyer in Buyer’s reasonable discretion, then, notwithstanding any other term or provision of this Agreement, Buyer will have no duty or obligation of any kind or nature whatsoever to proceed with or to consummate any of the transactions contemplated by this Agreement, including the Merger, or to negotiate revised terms, provisions or conditions for any of the transactions contemplated by this Agreement, including the Merger, and Buyer may terminate this Agreement without payment of any damages or penaltydollar limitation set forth herein.