Common use of Due Diligence Clause in Contracts

Due Diligence. The Loan Originator acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may enter into transactions based solely upon the information provided by the Loan Originator to the Initial Noteholder in the Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial Noteholder, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder may purchase Notes right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and Additional Note Principal Balances 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, any other servicer or subservicer and/or the Custodian. Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by Seller to Buyer within five (5) days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering 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 Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Assets. The Initial Noteholder Buyer may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such non-public information that Seller shall reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter all attorneys’ fees, costs and expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. The Loan Originator Each Seller Party acknowledges that Buyer has the Initial Noteholder 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 (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 Notes and Additional Note Principal Balances and may enter into transactions Mortgage Loans from Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Initial Noteholder Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder 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 Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the LoansSeller. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller Party further agrees not to use any such nonthat it shall pay all out-public information for any purpose unrelated to this Agreement of-pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s activities pursuant to comply with the confidentiality provisions of this Section 13.1516.

Due Diligence. The Loan Originator (a) Seller acknowledges that that, so long as no Event of Default is then continuing (at reasonable times and upon reasonable prior notice), Buyer has the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may enter into transactions based solely upon the information provided by the Loan Originator right to perform continuing due diligence reviews with respect to the Initial Noteholder in the Loan Schedule and Purchased Assets, for purposes of verifying compliance with the representations, warranties and covenants contained hereinspecifications 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 the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some any or all of the Eligible Loans securing such purchasePurchased Assets, including including, without limitation limitation, ordering new credit reports and Appraisals (subject to Section 12(g)(vi) hereof) on the related Mortgaged Properties applicable collateral and otherwise re-generating regenerating the information used to originate such LoanPurchased Assets. The Initial Noteholder may underwrite such Loans itself Upon reasonable prior notice to Seller, Buyer or engage 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 reasonably available to Buyer a mutually agreed upon third party underwriter to perform such underwritingknowledgeable financial or accounting officer for the purpose of financial or accounting answering questions respecting the Purchased Asset Files, the Servicing Records and the Purchased Assets. The Loan Originator ▇▇▇▇▇▇ agrees to reasonably cooperate with the Initial Noteholder ▇▇▇▇▇ and any third party underwriter designated by ▇▇▇▇▇ in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of such 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 Servicer. The Loan Originator also shall make available to cost of annual updated Appraisals on the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files Mortgaged Properties and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, Diligence Fees in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15Agreement.

Due Diligence. The Loan Originator (a) Seller and the Company Entities have provided Purchaser with such access to the facilities, books, records and personnel of the Company Entities as Purchaser has deemed necessary and appropriate in order for Purchaser to investigate to its satisfaction the Business and properties of the Company Entities sufficiently to make an informed investment decision to purchase the Acquired Interests and to enter into this Agreement. Purchaser (either alone or together with its Representatives) has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its purchase of the Acquired Interests and is capable of bearing the economic risks of such purchase. Purchaser’s acceptance of the Acquired Interests on the Closing Date shall be based upon its own investigation, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, except as expressly set forth in this Agreement. Notwithstanding the foregoing, nothing in this Section 4.12 shall in any way diminish the liability of Seller with respect to a breach of a representation or warranty expressly set forth in this Agreement. (b) Purchaser has relied solely on its own Representatives for its evaluation of its investment decision to purchase the Acquired Interests and to enter into this Agreement and not on the advice of Seller or its Representatives. Purchaser acknowledges that any financial projections that may have been provided to it are based on assumptions of future operating results based on assumptions about certain events (many of which are beyond the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may enter into transactions based solely upon control of Seller). It understands that no assurances or representations can be given that the information provided by actual results of the Loan Originator operations of any Company Entity will conform to the Initial Noteholder projected results for any period. Except with respect to any representation or warranty expressly set forth in the Loan Schedule and the representationsthis Agreement, warranties and covenants contained hereinPurchaser specifically acknowledges that no representation or warranty has been made, and that Purchaser has not relied on any representation or warranty, as to the Initial Noteholderaccuracy of any projections, at its optionestimates or budgets, has future revenues, future results from operations, future cash flows, the right prior to future condition of any Project or any assets of any Company Entity, the future financial condition of such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possessionCompany Entity, or under the control, of the Servicer. The Loan Originator also shall make any other information or documents made available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its AffiliatesPurchaser, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law its or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15their respective Representatives.

Due Diligence. The Loan Originator Each Seller Party and Guarantor acknowledges that Buyer has the Initial Noteholder 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 Notes Mortgage Loans from Sellers and Additional Note Principal Balances and may enter into transactions Transactions with respect to REO Property based solely upon the information provided by the Loan Originator Sellers or Guarantor to the Initial Noteholder Buyer in the Loan Asset Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Purchased Mortgage Loans securing such purchaseand Contributed Assets purchased in a Transaction, including including, without limitation limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating re‑generating the information used to originate acquire such LoanPurchased Mortgage Loans and Contributed Assets. The Initial Noteholder Buyer may underwrite such Purchased Mortgage Loans and Contributed Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Each Seller Party and Guarantor agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans and Contributed Assets in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loanssuch Seller Party and/or Guarantor. Each Noteholder agrees (on behalf of itself Seller Party and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Guarantor further agrees not to use any such non-public information for any purpose unrelated to this Agreement that Sellers or Guarantor shall pay all out‑of‑pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s activities pursuant to comply with the confidentiality provisions of this Section 13.1519, such amount not to exceed the Due Diligence Cap per calendar year (“Due Diligence Costs”), unless an Event of Default shall have occurred and be continuing, in which case such limit shall not apply.

Due Diligence. The Loan Originator acknowledges (a) For a period not to exceed ninety (90) days following the Effective Date of this Agreement (the “Due Diligence Period”), during normal business hours SPI shall make the Property available for inspection. If there is any term(s) or provision(s) that conflicts with the Initial Noteholder may purchase Notes Agreements (as defined in subsection 1(s) hereof), this Agreement shall control. (b) Notwithstanding any other provision of this Section 3.1 and Additional Note Principal Balances its subparagraphs, Renegy shall be solely responsible for conducting an independent investigation and may enter into transactions based solely upon verification of the information provided by Environmental Condition of the Loan Originator to the Initial Noteholder in the Loan Schedule Property. Renegy shall inspect, review and the representations, warranties and covenants contained herein, and that the Initial Noteholderotherwise perform whatever acts Renegy deems necessary, at its optionRenegy’s sole cost and expense, has to determine the right prior to such purchase condition of the Notes Property so that, after the Closing Date, Renegy may use, operate, repair and maintain the Property in its present location. Renegy shall not test, collect or Additional Note Principal Balance therein conduct environmental investigation of the Property or remove any soil, groundwater or other materials, until Renegy’s testing plans and procedures have been approved in writing by SPI which approval shall not be unreasonably withheld, however, reasonable grounds for withholding such Transactions to conduct a partial approval shall include, but not be limited to, potential exacerbation of Environmental Conditions and interference with SPI’s operations. (c) Renegy’s investigation and inspection of the Property shall not unreasonably interfere with SPI’s business or complete due diligence review operations on some or the Property. (d) Renegy shall bear all of the Eligible Loans securing such purchaseits own costs, including without limitation ordering new credit reports on the related Mortgaged Properties expenses, liabilities and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter charges incurred in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with its access to Property and in connection with any and all documentsreviews, recordsinspections or investigations, agreements, instruments or information relating pursuant to such Loans in the possession, or under the control, this Section 3.1. (e) Renegy shall notify SPI no later than two (2) working days prior to any inspection of the ServicerProperty. The Loan Originator SPI shall have the right to have a representative accompany Renegy during each such inspection. 5 – AGREEMENT FOR ENVIRONMENTAL CONDITIONS (f) Renegy shall, promptly upon receipt by Renegy, provide to SPI copies of all reports and studies, and with respect to environmental investigations also shall make available to the Initial Noteholder a knowledgeable financial raw data, collected or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (prepared by or on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter Renegy in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with Renegy’s due diligence or the confidentiality provisions of matters addressed in this Section 13.153.

Due Diligence. The Loan Originator 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, no more than one time during any 12-month period (unless an Event of Default has occurred and is continuing, in which case the foregoing limitation of one examination during any 12-month period shall not be applicable), to conduct on-site inspection and perform continuing on-site due diligence reviews of (x) Seller, including, without limitation, for the purpose of verifying compliance with the representations, warranties and covenants made under the Program Documents, (y) the Servicing File and (z) 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 foregoing in computer data banks and 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 the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession, or under the control, of Seller. In addition, Seller shall also make available to Purchaser and/or Agent, upon reasonable prior notice and during normal business hours no more than one time during any 12-month period (unless an Event of Default has occurred and is continuing, in which case the foregoing limitation shall not be applicable), a knowledgeable financial or accounting officer of Seller for the purpose of answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may Purchaser shall enter into transactions Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Purchaser and/or Agent and the representations, warranties and covenants contained herein, and that the Initial NoteholderPurchaser and/or Agent, at its option, has shall have the right prior at any time to such purchase conduct itself or through its agents, or require Seller to conduct quality reviews and underwriting compliance reviews of the Notes individual Mortgage Loans at the expense of Seller. Any such diligence conducted by Purchaser and/or Agent shall not reduce or Additional Note Principal Balance therein or such Transactions limit the Seller’s representations, warranties and covenants set forth herein. Seller agrees to conduct a partial or complete reimburse Purchaser and/or Agent for all reasonable out-of-pocket due diligence review on some costs and expenses incurred with one examination during any 12-month period (or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing any additional examinations conducted following the Initial Noteholder occurrence and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, continuation of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose an Event of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representativesDefault) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated pursuant to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.1537.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder may purchase Notes right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and Additional Note Principal Balances 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 Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Assets. The Initial Noteholder Buyer may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the ServicerSeller. The Loan Originator also shall make available Upon a written demand therefor by Buyer to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its AffiliatesSeller, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any that Seller shall promptly (but in no event later than ten (10) Business Days after such non-public information a demand) reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter all reasonable attorneys’ fees, costs and expenses of outside counsel reasonably incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. The Loan Originator Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, Purchaser has the right to perform continuing due diligence reviews with respect to the Purchased Assets, the Seller, the Guarantor and any Servicer affiliated with Seller for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Seller agrees that upon reasonable prior notice, Seller, Guarantor and such Servicer shall provide reasonable access to Purchaser and any of its agents, representatives or permitted assigns to the offices of Seller, Guarantor and such Servicer during normal business hours and permit them 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, and such Servicer and during such visit make available to them a knowledgeable financial or accounting officer of Seller, Guarantor or such Servicer, as the case may be, for the purpose of answering questions about any of the foregoing; provided however, unless an Event of Default (after all applicable grace, notice and/or cure period) has occurred and is continuing, such on-site inspections shall be limited to once per year. Seller further agrees that, upon reasonable request from Purchaser, Seller shall provide Purchaser and any of its agents, representatives or permitted assigns with copies of the Purchased Asset Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to the Purchased Assets and Seller, Guarantor and any Servicer affiliated with Seller in the possession or under the control of Seller, Guarantor and/or such Servicer in order to allow Purchaser to complete any continuing due diligence and make available to them by phone a knowledgeable financial or accounting officer of Seller, Guarantor or such Servicer, as the case may be, for the purpose of answering questions about any of the foregoing. Without limiting the generality of the foregoing, Seller acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and Purchaser may enter into transactions Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Purchaser and the representations, warranties and covenants contained herein, and that the Initial NoteholderPurchaser, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Assets. The Initial Noteholder Purchaser may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to reasonably cooperate with the Initial Noteholder Purchaser and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Purchaser and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such non-public information reimburse Purchaser for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter all reasonable attorneys’ fees, costs and expenses incurred by Purchaser in connection with a potential Disposition without obtaining a written agreement from such third party underwriter continuing due diligence pursuant to comply with the confidentiality provisions this Article 26, which amounts shall be paid by Seller to Purchaser within five (5) Business Days after receipt of this Section 13.15an invoice therefor, provided however, unless an Event of Default (after all applicable grace, notice and/or cure period) has occurred and is continuing, Seller shall not be required to reimburse continuing due diligence costs in excess of $10,000 per year.

Due Diligence. The Loan Originator Each of Seller and Guarantor acknowledges that Buyer has the Initial Noteholder 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 Notes and Additional Note Principal Balances and may enter into transactions Purchased Assets from Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Loan Asset Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Purchased Assets, Pledged Assets, Underlying Mortgage Loans securing such purchasesubject to a Transaction or Underlying REO Properties pledged in connection with a Transaction, including including, without limitation limitation, ordering appraisals or BPOs, new credit reports and new appraisals on the 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 claim history and files with FHA, VA and USDA and verification of FHA Mortgage Insurance in place, VA Loan Guaranty Agreement in place and USDA Guaranty in place. The Initial Noteholder Buyer may underwrite due diligence such Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties itself or engage a mutually agreed upon third party underwriter due diligence firm to perform such underwritingdue diligence, subject to such third party due diligence firm executing the Buyer’s standard form of non-disclosure agreement. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter due diligence firm in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter 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 possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); Seller provided, however, that nothing herein unless an Event of Default has occurred and is continuing, such on-site visits and/or on-site examinations shall prohibit the disclosure of any such information be limited to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public informationone (1) per calendar year. The Noteholder Seller further agrees not to use any such nonthat Seller shall pay all reasonable third-public information for any purpose unrelated to this Agreement party out-of-pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s activities pursuant to comply with the confidentiality provisions of this Section 13.1521 (“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, the Buyer may perform corporate level due diligence on the Seller and Servicer, provided, however, that prior to the occurrence and continuation of an 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. The Seller acknowledges that, at reasonable times and upon reasonable notice to Seller, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior written notice to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Originator Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer of Seller and/or the Custodian. Seller also shall make available to Buyer upon reasonable advance written notice a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and Buyer may enter into transactions Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Loans. The Initial Noteholder Buyer may underwrite such Purchased Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to reasonably cooperate with the Initial Noteholder Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of the ServicerSeller. The Loan Originator also Seller further agrees that Seller shall make available reimburse Buyer for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to the Initial Noteholder a knowledgeable financial or accounting officer this Section 28 and for the purpose of answering questions respecting the Loan Files Buyer’s actual costs and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, out-of-pocket expenses incurred in accordance connection with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder due diligence reviews with respect to Eligible Loans which Seller proposes to make the Loan Originator or any subject of its Affiliates a Transaction under this Agreement. Notwithstanding the foregoing, (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information x) Seller’s obligation to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request reimburse Buyer for disclosure of any such nonBuyer’s out-public information. The Noteholder further agrees not to use any such nonof-public information for any purpose unrelated to this Agreement pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses (including legal expenses) incurred in connection with Eligible Loans which Seller proposes to make the subject of a potential Disposition Transaction shall not exceed $15,000 with respect to any individual Eligible Loan without obtaining Seller’s prior consent and (y) so long as an Event of Default has not occurred and is not continuing, with respect to any due diligence Buyer proposes to perform with respect to any Purchased Loan after the related Purchase Date which would create a reimbursement obligation on the part of Seller, Buyer shall provide to Seller prior written agreement from notice of such third party underwriter due diligence activities (including an estimate of the cost) and a reasonable opportunity for Seller to comply with demonstrate to Buyer that such due diligence need not be performed, provided the confidentiality provisions of this Section 13.15final determination to perform or not perform such due diligence shall be made by Buyer.

Due Diligence. The Loan Originator acknowledges that (a) Purchaser shall have through the Initial Noteholder may purchase Notes last day of the Due Diligence Period in which to examine, inspect, and Additional Note Principal Balances investigate the Property and, in Purchaser’s sole and may enter into transactions based solely upon absolute judgment and discretion, to determine whether the information provided by the Loan Originator Property is acceptable to Purchaser and to obtain all necessary internal approvals. Notwithstanding anything to the Initial Noteholder contrary in this Agreement, Purchaser may terminate this Agreement by giving written notice of termination to Seller (the Loan Schedule and “Due Diligence Termination Notice”) on or before the representationslast day of the Due Diligence Period. If Purchaser does not give a notice of its intent to continue this Agreement beyond the expiration of the Due Diligence Period, warranties and covenants contained hereinPurchaser shall be deemed to have given a Due Diligence Termination Notice, and that the Initial Noteholder, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with this Agreement shall be deemed terminated. (b) Purchaser shall have reasonable access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer Property for the purpose of answering questions respecting conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests (including intrusive inspection and sampling, but subject to the Loan Files restrictions set forth below), and any other inspections, studies, or tests reasonably required by Purchaser. Purchaser shall provide not less than one (1) business day’s prior notice to Seller before conducting any investigations, study, interview or test to or at the Land and the Loans. Each Noteholder agrees Improvements, and Seller’s representatives shall be permitted to attend any interview which Purchaser determines to conduct with any tenant of the Property (on behalf of itself c) Purchaser and its Affiliatesagents, directorsemployees, officersand representatives shall have a continuing right of reasonable access to the Property during the pendency of this Agreement, employees upon reasonable notice, for the purpose of examining and making copies of all books and records and other materials relating to the Property in Seller’s or its property manager’s possession and Purchaser shall have the right to conduct a “walk-through” of the Property prior to 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, lenders, contractors, property managers, parties to Service Contracts and municipal, local and other government officials and representatives, and Seller consents to such inquiries. (d) Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at the Land or the Improvements to use be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the tenant(s) at the Improvements. Purchaser shall give Seller at least one (1) business day prior notice of Purchaser’s intention to conduct (or cause to be conducted) any physically intrusive investigation, examination or study of the Land or the Improvements (any such investigation, examination or study, an “Intrusive Investigation”) as part of its Due Diligence investigations, and shall not be permitted to perform an Intrusive Investigation unless Seller tenders written approval to such Intrusive Investigation within such period. In the event Purchaser desires to conduct (or cause to be conducted) any Intrusive Investigation of the Land or the Improvements, such as sampling of soils, other media, building materials, or the other comparable investigation, Purchaser will provide a written scope of work to Seller describing exactly what procedures Purchaser desires to perform. Seller may withhold its consent to any Intrusive Investigation of the Land or the Improvements in its reasonable precaution to keep confidentialdiscretion. (e) Purchaser and Purchaser’s representatives shall, in accordance performing its Due Diligence inspections, comply with the agreed upon procedures and with any and all laws, ordinances, rules, and regulations applicable to any or all of such procedures, the Land and the Improvements. Unless required by applicable law, regulation or subpoena, neither Purchaser nor Purchaser’s representatives shall report the results of the Due Diligence inspections to any governmental or quasi-governmental authority under any circumstances without obtaining Seller’s express written consent, which consent may be withheld in Seller’s sole discretion. (f) Purchaser or Purchaser’s representatives, as applicable, shall: (a) maintain comprehensive general liability (occurrence) insurance in an amount of not less than $1,000,000 covering any accident arising in connection with the presence of Purchaser or Purchaser’s representatives at the Land and the Improvements and the performance of any investigations, examinations or studies thereon, and shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), verifying the existence of such coverage to Seller prior to entry upon the Land or the Improvements; and (b) promptly pay when due any third party costs associated with its customary procedures for handling confidential information and in accordance with safe and sound practicesBasic Project Inspection. Purchaser shall, and not to disclose to at Purchaser’s sole cost, repair any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect damage to the Loan Originator Land or any of its Affiliates (includingthe Improvements resulting from the Due Diligence inspection, but not limited toand, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statutePurchaser or Purchaser’s representatives alter, rulemodify, regulation disturb or judicial process; providedchange the condition of the Land or the Improvements as part of the Due Diligence inspection or otherwise, further thatPurchaser shall, unless specifically prohibited by applicable law at Purchaser’s sole cost, restore the Land and the Improvements to the condition in which the same were found before such alteration, modification, disturbance or court orderchange. (g) Purchaser hereby indemnifies, protects, defends and holds Seller, its affiliates, their respective partners, shareholders, officers and directors, and all of their respective successors and assigns (collectively, the Noteholder shall“Seller Indemnified Parties”) harmless from and against any and all losses, prior to disclosure thereofdamages, notify the Loan Originator claims, causes of action, judgments, damages, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) that Seller or any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter Seller Indemnified Party suffers or incurs as a result of, or in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions negligent actions or misconduct of Purchaser’s Basic Project Inspection or Purchaser’s or Purchaser’s representatives entry upon the Land or the Improvements hereunder, excluding those caused by Seller’s gross negligence of willful misconduct. (h) The obligations of the Purchaser under this Section 13.15paragraph shall survive the termination of the Agreement.

Due Diligence. The Loan Originator Borrower acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may enter into transactions based solely upon the information provided by the Loan Originator to the Initial Noteholder in the Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderLender, at its optionthe expense of the Borrower, has the right to perform and/or appoint a third party to perform, reasonable continuing due diligence reviews with respect to Borrower, the Servicing Rights, and the other Collateral, for purposes of verifying compliance with the representations, warranties, and specifications made hereunder and under the other Facility Documents, or otherwise. The Borrower agrees that the Lender and its Authorized Representatives will be permitted during normal business hours upon prior written notice to such purchase examine, inspect, make copies of, and make extracts of, any and all documents, records, agreements, instruments or information relating to the Collateral or ▇▇▇▇▇▇ ▇▇▇, Freddie Mac, HUD or ▇▇▇▇▇▇ ▇▇▇ in the possession of the Notes Borrower; provided, however, the foregoing shall not apply with respect to any information that the Borrower is required by ▇▇▇▇▇▇ ▇▇▇, Freddie Mac, HUD, ▇▇▇▇▇▇ ▇▇▇, any Governmental Authority or Additional Note Principal Balance therein or such Transactions a Requirement of Law to conduct a partial or complete keep confidential. Notwithstanding anything to the contrary herein, the Borrower shall reimburse the Lender for any and all reasonable and documented out-of-pocket costs and expenses (including without limitation, any reasonable costs and expenses of any Valuation Agent) incurred by the Lender and its respective designees and appointees in connection with the ongoing due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used auditing activities with respect to originate such LoanBorrower’s origination and servicing business. The Initial Noteholder may underwrite such Loans itself or engage Borrower further agrees that the Lender and its Authorized Representatives will be permitted during normal business hours upon three (3) Business Days’ prior written notice at a mutually agreed upon third party underwriter desirable time or at any time during the continuance of an Event of Default, to perform such underwritingexamine, copy and make extracts from the Servicing Records, any and all documents, records, agreements, instruments or information relating to the Pledged Servicing Rights and related Loans in the possession of, or under the control of, ▇▇▇▇▇▇▇▇, or Borrower’s books and records (provided the foregoing shall not apply with respect to any information that the Borrower is required by ▇▇▇▇▇▇ ▇▇▇, Freddie Mac, HUD, ▇▇▇▇▇▇ ▇▇▇, any other Governmental Authority or a Requirement of Law to keep confidential), to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by ▇▇▇▇▇▇. The Loan Originator ▇▇▇▇▇▇▇▇ agrees to cooperate with the Initial Noteholder ▇▇▇▇▇▇ and any third party due diligence agent or underwriter in connection with any such underwritingdue diligence performed hereunder, including, but not limited to, providing the Initial Noteholder Lender and any third party diligence agent or underwriter with access to any and all documents, records, agreements, instruments or information relating to such the Pledged Servicing Rights and related Loans in the possessionpossession of, or under the controlcontrol of, ▇▇▇▇▇▇▇▇ (provided the foregoing shall not apply with respect to any information that the Borrower is required by ▇▇▇▇▇▇ ▇▇▇, Freddie Mac, HUD, ▇▇▇▇▇▇ ▇▇▇, any other Governmental Authority or a Requirement of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution Law to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15.

Due Diligence. The Loan Originator 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 (x) Seller 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 foregoing in computer data banks and 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 the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession, or under the control, of Seller. In addition, Seller shall also make available to the 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 purpose of answering questions respecting any of the foregoing. Without limiting the generality of the foregoing, Seller acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may Purchaser shall enter into transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Purchaser and/or Agent and the representations, warranties and covenants contained herein, and that the Initial NoteholderPurchaser, Agent and/or Verification Agent, at its option, has shall have the right prior at any time to such purchase conduct itself or through its agents, or require Seller to conduct quality reviews and underwriting compliance reviews of the Notes individual Mortgage Loans at the expense of Seller. Any such diligence conducted by Purchaser, Agent and/or Verification Agent shall not reduce or Additional Note Principal Balance therein or such Transactions limit the Seller’s representations, warranties and covenants set forth herein. Seller agrees to conduct a partial or complete reimburse the Purchaser, Agent and/or Verification Agent for all reasonable out-of-pocket due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties costs and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated expenses incurred pursuant to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.1536.

Due Diligence. The Loan Originator acknowledges that From and after the Initial Noteholder may purchase Notes date hereof through and Additional Note Principal Balances including 5 p.m. eastern time on August 15, 2011 (the “Due Diligence Period”), Buyer shall have the right to examine, inspect and may enter into transactions based solely upon investigate the information provided by Property and other matters associated therewith, and, at Buyer’s sole and absolute discretion, to determine whether the Loan Originator 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 Initial Noteholder in Property, including the Loan Schedule structural, electrical and mechanical aspects of the representationsImprovements, warranties the interiors of all buildings, supports, site work, foundations, soil, subsurface soils, drainage, seismic and covenants contained hereinother geological and topographical matters, location of asbestos, toxic substances, hazardous materials or wastes, if any, and that the Initial Noteholder, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any other non-public information supplied to it invasive investigations as Buyer deems prudent or otherwise obtained by it hereunder desirable with respect to the Loan Originator 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 need not deliver or make available to Buyer Seller’s internal 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 Affiliates agents, consultants, attorneys, representatives, prospective partners and 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 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 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 Loan File)Property in the exercise of the inspection right granted pursuant to this Section 3.1, including, without limitation, (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, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further provided that, unless specifically prohibited by applicable law in no event shall Buyer be liable for any diminution in value of the Property resulting from or court orderin 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. 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 purposes of its obligations and liabilities under this Section 3.1, and shall deliver to Seller a certificate of such insurance naming the Noteholder shallSeller as an additional insured, prior to disclosure thereof, notify Buyer’s physical inspections of the Loan Originator Property. This Section 3.1 shall survive the Close of Escrow and/or any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions termination of this Section 13.15Agreement.

Due Diligence. The Loan Originator acknowledges that (A) Buyer shall have the Initial Noteholder may purchase Notes right, after the Contract Date and Additional Note Principal Balances upon advance notice to Seller, to access the Premises to inspect, investigate and may enter into transactions based solely upon the information provided by the Loan Originator conduct due diligence as to matters relating to the Initial Noteholder Premises, including but not limited to the environmental conditions, zoning, governmental approvals, road access, property taxes, and any other conditions that Buyer deems necessary; provided that Buyer delivers to Seller ten (10) days in the Loan Schedule advance of entry, written notice of Buyer’s intent to conduct due diligence and the representationsname of any consultant, warranties and covenants contained hereinagent, contractor or other who Buyer desires to enter the Premises for this purpose, with Buyer’s request that access be granted to such person or persons. Seller agrees to use its best efforts to respond to such request from Buyer within ten (10) days of receipt, and that with Seller’s approval, Buyer shall have the Initial Noteholderright thereafter, at its optionown risk, has the right prior cost and expense, to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possessionenter, or under cause its approved agents and representatives to enter upon the controlPremises, of the Servicer. The Loan Originator also shall make available upon advance notice to the Initial Noteholder a knowledgeable financial or accounting officer Seller, for the purpose of answering questions respecting making surveys, tests, borings, inspections, investigations, or conducting any architectural, engineering, structural, economic, environmental, mechanical and any other study of the Loan Files Premises as Buyer deems necessary. Seller will provide access to available and relevant documents and records. Buyer has ninety (90) days from the Loans. Each Noteholder Contract Date to complete their investigation and due diligence (hereinafter “Due Diligence Period”) unless extended by written agreement of Seller per section 2A of this agreement. (B) Buyer agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to that they will keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third partyparty except its attorneys, lenders, and consultants, any non-of the due diligence materials and any additional environmental, and/or other studies, tests, reports, and other documents generated in the due diligence activities or related activities that may be conducted by either party. Any final report, analytical data, survey, and/or drawing generated during the due diligence period by Buyer shall be provided to Seller within a reasonable time period prior to Closing. All due diligence materials shall be delivered to Seller immediately upon the termination of the agreement or in the event the transaction contemplated by the parties fails to close. (C) The confidentiality obligation herein does not apply to any information that (i) is public information supplied to it knowledge on the date hereof; (ii) is in Buyer’s possession on the date hereof; (iii) becomes public after the date hereof other than due disclosure by Buyer or otherwise its attorneys, lenders, or consultants; (iv) is obtained by Buyer from an independent third party who Buyer reasonably believes after due inquiry is free to deliver such material free of any confidentiality obligation; or (v) is the subject of any court order or other legally-mandated disclosure. (D) Buyer shall indemnify, defend, and hold harmless Seller from and against any and all property damage, personal injury, and/or death claims, suits, demands, liabilities, damages, expenses and costs, (including attorney fees, consultant fees and other legal costs), of whatever kind or nature whatsoever that may arise out of or result from any claim, suit, act, judgement, demand or which may be brought against Seller relating in any way associated with the conducting of any activity upon the Premises in connection with Buyer’s due diligence investigation of the Premises. Buyer further agrees that before it hereunder with respect to the Loan Originator or any of its Affiliates consultants visit the Premises for due diligence purposes, it will obtain and maintain in full force and effect, or will cause its consultants to do so, Commercial General Liability insurance under an occurrence policy form in an insurance company or companies satisfactory to Seller, for bodily injury, including death, and property damage in a minimum amount of Two million Dollars (including$2,000,000.00) per occurrence and Four million Dollars ($4,000,000.00) in the aggregate. Buyer further agrees that before it or any of its consultants or contractors visit the Premises, but Buyer shall procure and maintain, and shall require its consultants and contractors to procure and maintain insurance policies in accordance with the terms and provisions outlined in Exhibit “I” attached hereto and incorporated herein, including without limitation, adding Seller as an Additional Insured; obtaining waiver of subrogation; agreeing to give Seller sixty (60) days’ prior written notice upon policy cancellation or change; and providing subcontractor coverage (if applicable). Buyer further agrees to immediately provide a copy of Exhibit “I” to its insurance company and/or insurance agent. Upon Seller’s consent, Buyer shall have the right , at its risk, cost and expense, to enter or cause its approved agents to enter upon the Premises in accordance with the consent of Seller. (E) Seller shall cooperate with the Buyer in its dealings with governmental agencies during the Permitting Period. This Agreement of Sale shall include mutually agreed upon milestones to monitor Buyer’s progress for submission of required applications during the Permitting Period and milestones to monitor the progress of the necessary approvals by the appropriate governmental agencies. (F) Buyer shall provide to Seller copies of all engineering plans, surveys, environmental site assessments, traffic generation reports, and all materials submitted to or received from any governmental entity or agency of or pertaining to the Property, which items, to the extent not limited toalready provided to Seller at the time of any termination of this Agreement, are to be delivered to Seller within twenty-one (21) days after such termination. Such items may be retained by and used by Seller after Closing or any termination of this Agreement, as the Loan Filecase may be, and Buyer shall provide such consents or other documentation as Seller shall request so that Seller may do so. (G) If the results of the Buyer’s investigation, study, test or report are not satisfactory to Buyer or Seller, or an unacceptable environmental concern is revealed, or Buyer is unable to secure acceptable financing solely as determined by Buyer, either Buyer or Seller in their sole and absolute discretion and/or judgment may terminate this Agreement, and Buyer’s ▇▇▇▇▇▇▇ Money will be returned (with interest), and both Buyer and Seller shall be relieved of any further obligations under this Agreement; provided, however, that nothing herein each party shall prohibit pay their respective costs and expenses as provided in this Agreement. (H) In the disclosure event Buyer elects to proceed with the purchase of the Premises with such environmental concern “AS IS, WHERE IS, WITH ALL FAULTS”, Buyer shall not be entitled to any such information environmental indemnification regardless of whether the investigation, study, test or report identified or failed to identify any pre-existing environmental concern or condition on the Premises and/or adjustment to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure purchase price as a result thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information If for any purpose unrelated reason the purchase is not subsequently closed, then Buyer shall grant Seller ownership of the final report by Buyer’s consultant, with Seller having the right to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with utilize the confidentiality report as if Seller had commissioned the site assessment. (I) The provisions of this Section 13.15Section, its subparts, and Exhibit “I” shall survive delivery of the deed and termination of this Agreement, if any.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder 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 Notes and Additional Note Principal Balances and may enter into transactions Mortgage Loans from the Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Initial Noteholder Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder 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 ServicerSeller. The Loan Originator also Seller further agrees that the Seller shall make available pay all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees this Section 27 (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File“Due Diligence Costs”); provided, howeverthat such Due Diligence Costs shall not exceed $20,000 per calendar year unless a Default or Event of Default shall have occurred, that nothing herein in which event Buyer shall prohibit have the disclosure right to perform due diligence, at the sole expense of any such information Seller without regard to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15dollar limitation set forth herein.

Due Diligence. The Loan Originator Seller acknowledges that ▇▇▇▇▇ has the Initial Noteholder right to perform continuing due diligence reviews with respect to the Purchased Assets, Seller Parties, Servicer (to 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 ▇▇▇▇▇▇ 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 Notes and Additional Note Principal Balances and may enter into transactions Purchased Assets from Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Loan Asset Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior at any time to such purchase of the Notes cause Servicer or Additional Note Principal Balance therein or such Transactions its agent to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchasePurchased Assets purchased in a Transaction, including including, without limitation limitation, ordering new credit reports Qualified Appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Asset and reviewing intercreditor agreements, property management agreements, formation documents of the property owners and their direct and indirect owners, financial statements, environmental and engineering reports, underlying title policies including owner’s and UCC-9 title insurance policies, legal opinions and other documents as may be mutually agreed among Seller and Buyer. The Initial Noteholder For the avoidance of doubt, Servicer’s obligation to provide such due diligence to Buyer shall not preclude Buyer’s right to perform due diligence on the Purchased 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 Commercial Mortgage Loan Documents. Buyer may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees Seller and ▇▇▇▇▇▇▇▇ agree to cooperate with the Initial Noteholder ▇▇▇▇▇ and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the Seller Parties or Servicer. The Loan Originator also Seller further agrees that it shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliatespay, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required Seller has received an invoice therefor, all reasonable out-of-pocket costs and expenses incurred by statute, rule, regulation Buyer or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement its affiliates and that each such Noteholder shall not disclose such non-public information to any third party underwriter designees in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s activities pursuant to comply with the confidentiality provisions of this Section 13.1521.

Due Diligence. The Loan Originator acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may enter into transactions based solely upon the information provided by the Loan Originator to the Initial Noteholder in the Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial Noteholder, at its option, Buyer has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete conducted sufficient due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator transactions contemplated by this Agreement and the Ancillary Agreements, with its own staff as well as with the use of sophisticated outside counsel and experts, in 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 Knowledge, the records of Seller as Buyer has requested, subject only to the express limitations set forth in Section 5.3, and in conducting its due diligence with such assistance and cooperation of Seller, Buyer has made its best efforts in making all appropriate, prudent and commercially reasonable inquiries (and follow-up inquiries) of Seller’s personnel, properties, premises and records, again subject only to the express limitations set forth in Section 5.3. In negotiating and entering into this Agreement and agreeing to consummate the transactions contemplated by this Agreement, Buyer has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article 3 or in any Ancillary Agreement, 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 Purchased Assets, this Agreement, the Ancillary Agreements or the Projects, except as expressly set forth in this Agreement 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 liability to Buyer for any information made available to, or statements made to, Buyer (or any of its Buyer’s agents, officers, directors, employees, Affiliates (includingor other Representatives), but not limited to, other than the Loan File); provided, however, that nothing herein shall prohibit express obligation of Seller to indemnify the disclosure of any such information Buyer Group following the Closing to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter set forth in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15Article 9.

Due Diligence. The Loan Originator acknowledges that Operating Partnership shall have the Initial Noteholder may purchase Notes Due Diligence Period in which to examine and Additional Note Principal Balances and may enter into transactions based solely upon inspect the information provided by Property to determine, in its sole discretion, whether the Loan Originator Property is satisfactory to the Initial Noteholder in the Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial Noteholder, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanOperating Partnership. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder Operating Partnership and any third party underwriter in connection with such underwritingother parties designated by it (collectively, including, but not limited to, providing the Initial Noteholder and any third party underwriter with “Operating Partnership’s Representatives”) shall have reasonable access to any all books and all documents, records, agreements, instruments records for the Property that are in Contributor’s possession or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer control for the purpose of answering questions respecting conducting due diligence and shall, subject to the Loan Files rights of tenants under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by Operating Partnership, subject to the Loanslimitations set forth herein. Each Noteholder agrees In the course of its investigations, but subject to the provisions of Section 9.6, the Operating Partnership may make inquiries to third parties, including, without limitation, municipal, local and other government representatives. If any inspection or test damages the Property, Operating Partnership will promptly restore, at its sole expense, the Property to its condition immediately prior to any such inspection or test. Notwithstanding the foregoing, Operating Partnership shall not conduct any soil borings, core samples or other invasive testing without the prior written consent of Contributor, which consent by Contributor will not be unreasonably withheld, delayed or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to Operating Partnership, specifying the basis for such objection, within three (on behalf 3) days after submission by Operating Partnership of itself and its Affiliatesa written request for such testing. Operating Partnership shall indemnify, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practicesdefend, and not to disclose to hold Contributor harmless from any liens arising out of its inspections as well as any claims asserted by third party, any non-public information supplied to it parties against Contributor (other than those arising out of the gross negligence or otherwise obtained by it hereunder with respect to the Loan Originator willful misconduct of Contributor or any of its Affiliates (includingother than Operating Partnership, but not limited to, its Subsidiaries and its Advisor)) to recover for personal injury or property damage as a result of Operating Partnership’s or Operating Partnership’s Representatives’ entry onto the Loan File)Property; provided, however, that nothing herein the indemnity shall prohibit not extend to protect Contributor from any pre-existing liabilities for matters merely discovered by Operating Partnership (e.g., latent environmental contamination) so long as Operating Partnership’s actions do not intentionally exacerbate such pre-existing liability. Operating Partnership shall procure and continue in force from and after the disclosure date Operating Partnership and Operating Partnership’s Representatives first enter the Property, and continuing throughout the term of any this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, Operating Partnership shall provide to Contributor a certificate of insurance evidencing such information to coverage and naming Contributor as an additional insured party. Operating Partnership’s obligations under this Section 2.1 shall survive the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator termination of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with for a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions period of this Section 13.15twelve (12) months.

Due Diligence. The Loan Originator 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 (x) Seller 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 foregoing in computer data banks and 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 the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession, or under the control, of Seller. 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 purpose of answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may Purchaser shall enter into transactions Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Purchaser and/or Agent and the representations, warranties and covenants contained herein, and that the Initial NoteholderPurchaser and/or Agent, at its option, has shall have the right prior at any time to such purchase conduct itself or through its agents, or require Seller to conduct quality reviews and underwriting compliance reviews of the Notes individual Mortgage Loans at the expense of Seller. Any such diligence conducted by Purchaser and/or Agent shall not reduce or Additional Note Principal Balance therein or such Transactions limit the Seller’s representations, warranties and covenants set forth herein. Seller agrees to conduct a partial or complete reimburse Purchaser and/or Agent for all reasonable out-of-pocket due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties costs and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated expenses incurred pursuant to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.1536.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder may purchase Notes right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and Additional Note Principal Balances 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, Repo Servicer, any other servicer or sub-servicer and/or the Custodian. ▇▇▇▇▇▇ agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets during the term of this Agreement, which shall be paid by Seller to Buyer within ten (10) days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering 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 Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Assets. The Initial Noteholder Buyer may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator ▇▇▇▇▇▇ agrees to cooperate with the Initial Noteholder ▇▇▇▇▇ and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans USActive 60901431.9 92 Purchased Assets in the possession, or under the control, of the ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such non-public information that Seller shall reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter all attorneys’ fees, costs and expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. The Sellers acknowledges that, at reasonable times and upon reasonable notice to Sellers, 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 Sellers agree that upon reasonable prior written notice to Sellers, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Originator acknowledges 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 Sellers or any Affiliate of Sellers, any other servicer or subservicer of Sellers and/or the Custodian. Sellers also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Without limiting the generality of the foregoing, Sellers acknowledge that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and Buyer may enter into transactions Transactions with Sellers based solely upon the information provided by the Loan Originator Sellers to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Loans. The Initial Noteholder Buyer may underwrite such Purchased Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees Sellers agree to reasonably cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of Sellers or any Affiliate of Sellers, or in the Servicer’s possession. The Loan Originator also shall make available Sellers further agree that Sellers shall, on a joint and several basis, reimburse Buyer for any and all actual costs and expenses reasonably incurred by Buyer in connection with Buyer’s activities pursuant to the Initial Noteholder a knowledgeable financial or accounting officer this Section 28 and for the purpose of answering questions respecting the Loan Files Buyer’s actual costs and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, out-of-pocket expenses incurred in accordance connection with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder due diligence reviews with respect to Eligible Loans which either Seller proposes to make the Loan Originator or any subject of its Affiliates (includinga Transaction under this Agreement; provided that so long as no Event of Default has occurred and is continuing, but not limited to, the Loan File); provided, however, that nothing herein Buyer shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information pay for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15Appraisals requested by Buyer.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder 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 (but 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 Notes and Additional Note Principal Balances and may enter into transactions Mortgage Loans from the Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Initial Noteholder Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder 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 ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such nonthat the Seller shall pay all reasonable out-public information for any purpose unrelated to this Agreement of-pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s activities pursuant to comply with the confidentiality provisions of this Section 13.1526 (“Due Diligence Costs”).

Due Diligence. The Loan Originator Seller acknowledges that Purchaser has the Initial Noteholder may purchase Notes right to perform continuing due diligence reviews with respect to the Purchased Assets, the Seller, the Servicer and Additional Note Principal Balances 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 (with 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 Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Purchaser and the representations, warranties and covenants contained herein, and that the Initial NoteholderPurchaser, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Assets. The Initial Noteholder Purchaser may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Purchaser and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Purchaser and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the ServicerSeller. The Loan Originator also shall make available Seller agrees to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files cause Servicer and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Guarantor to comply with the confidentiality terms and provisions of this Section 13.15Article 26. Seller further agrees that Seller shall reimburse Purchaser for any and all attorneys’ fees, costs and expenses incurred by Purchaser in connection with continuing due diligence performed under this Article 26 during the term of this Agreement, which amounts shall be paid by Seller to Purchaser within five (5) days after receipt of an invoice therefor.

Due Diligence. The Loan Originator Each Borrower acknowledges that the Initial Noteholder Lender has the right to perform continuing due diligence reviews with respect to the SBC Loans (which may purchase Notes include obtaining appraisals and Additional Note Principal Balances performing compliance, legal, credit and servicing file reviews) for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and such Borrower agrees that upon reasonable (but no less than five (5) Business Day’s) prior notice to such Borrower (unless a Default shall have occurred, in which case no prior notice shall be required), the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the SBA Loan Files and any and all documents, records, agreements, instruments or information relating to such SBC Loans in the possession or under the control of such Borrower. Each Borrower also shall make available to the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the SBC Loan Files and the SBC Loans. Without limiting the generality of the foregoing, each Borrower acknowledges that the Lender may enter into transactions make Advances to such Borrower based solely upon the information provided by the Loan Originator such Borrower to the Initial Noteholder Lender in the Loan Schedule Asset Tape and the representations, warranties and covenants contained herein, and that the Initial NoteholderLender, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible SBC Loans securing such purchaseAdvance, including including, without limitation limitation, ordering new credit reports and new appraisals on the related Mortgaged Pledged Properties and otherwise re-generating the information used to originate such SBC Loan. The Initial Noteholder Lender may underwrite such SBC Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Each Borrower agrees to cooperate with the Initial Noteholder Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such SBC Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loanssuch Borrower. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Borrower further agrees not to use any that such non-public information Borrower shall reimburse the Lender for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such nonall reasonable and documented out-public information to any third party underwriter of-pocket costs and expenses incurred by the Lender in connection with a potential Disposition without obtaining a written agreement from the Lender’s activities pursuant to this Section 14; provided that prior to the occurrence of an Event of Default, such third party underwriter reimbursement shall not exceed $25,000 for any one (1) year period (excluding any reimbursement for due diligence conducted prior to comply the Effective Date or otherwise associated with the confidentiality provisions initial closing and funding of this Section 13.15Loan Agreement).

Due Diligence. The Loan Originator acknowledges that (a) INmune shall, and shall require its Affiliates and Sublicensees to, use Commercially Reasonable Efforts to achieve the Initial Noteholder may purchase Notes following due diligence milestones and Additional Note Principal Balances to develop and may enter into transactions based solely upon the information provided by the Loan Originator to the Initial Noteholder obtain Regulatory Approval of Licensed Products in the Loan Schedule and Field and, after such Regulatory Approval is obtained, commercialize one or more Licensed Products in the representations, warranties and covenants contained herein, and that Field. Initiation of a pivotal trial of a Licensed Product in the Initial Noteholder, at its option, has the right prior to such purchase Field Seventh (7th) anniversary of the Notes or Additional Note Principal Balance therein or such Transactions Effective Date Submission of application for a marketing authorization to conduct a partial or complete due diligence review on some or all regulatory body for a Licensed Product in the Field Ninth (9th) anniversary of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on Effective Date (b) Extension of diligence milestone. INmune may extend the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information diligence due date for any purpose unrelated diligence milestone for up to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter two successive one (1) year periods of time to comply with the confidentiality provisions diligence requirements of Section 3.2(a), as long as it (i) is otherwise in material compliance with the terms of this Agreement, (ii) provides a written request for the diligence extension to Xencor prior to the diligence due date, and (ii) pays to Xencor a One Hundred Thousand dollar (US$100,000) fee prior to the expiration of the diligence due date for each year. (c) If INmune has not met the due diligence milestones listed in Section 13.153.2(a), Xencor may furnish INmune written notice of the determination thereof. Within 30 days after receipt of such notice, INmune shall either (i) fulfill the relevant obligation, or (ii) provide to Xencor a mutually acceptable schedule of revised due diligence obligations and plans to meet the same. In the case of subclause (ii) in the preceding sentence, INmune and Xencor shall meet and discuss such revised obligations and plans, and Xencor shall consider such revisions in good faith. If Xencor does not find the revised obligations and plans acceptable in its sole discretion, Xencor may, immediately upon written notice to INmune, terminate this Agreement either in its entirety or, in Xencor’s sole discretion, with respect to one or more Licensed Products.”

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder right to perform continuing due diligence reviews with respect to the Purchased Mortgage Loans and 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 review the servicing of the Purchased Mortgage Loans, or otherwise, and Seller agrees that upon reasonable prior written notice to a Responsible Officer of 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. 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 Notes Purchased Mortgage Loans from Seller and Additional Note Principal Balances and may enter into transactions additional Transactions with respect to the Purchased Mortgage Loans based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Loan Asset Schedule and the representations, warranties and covenants contained herein, herein and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all a reasonable portion of the Eligible Purchased Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation 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. The Initial Noteholder Buyer may underwrite such Purchased Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder and Buyer or any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter Buyer 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 ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such nonthat Seller shall pay all out-public information for any purpose unrelated to this Agreement of-pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s due diligence activities pursuant to comply with the confidentiality provisions of this Section 13.1520, in an amount not to exceed [***] per calendar year.

Due Diligence. The Loan Originator Each Seller acknowledges that Buyer has the Initial Noteholder may purchase Notes right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and Additional Note Principal Balances 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 reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into transactions Transactions with such Seller based solely upon the information provided by the Loan Originator such Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Assets. The Initial Noteholder Buyer may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Each Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loanssuch Seller. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any that such non-public information Seller shall reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter all reasonable attorneys’ fees, costs and expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. The Loan Originator acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may enter into transactions based solely upon the information provided From time to time during regular business hours as requested by the Loan Originator Administrative Agent or any Facility Agent upon thirty days’ prior notice, the Borrower shall permit the Administrative Agent, any Facility Agent, or their respective agents or representatives, (A) to the Initial Noteholder examine and make copies of and abstracts from all Records in the Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial Noteholder, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, possession or under the control, control of the Servicer. The Loan Originator also shall make available Borrower or the agents of the Borrower (including the Subservicers, the Master Servicer and the Lux Manager) or their respective Affiliates relating to Receivables and the Initial Noteholder a knowledgeable financial Related Security, and (B) to visit the offices and properties of the Borrower or accounting officer the agents of the Borrower or their respective Affiliates for the purpose of answering questions respecting the Loan Files examining such materials described in clause (A) above, and to discuss matters relating to Receivables and the LoansRelated Security or the Borrower’s performance hereunder with any of the officers or employees of the Borrower having knowledge of such matters or with the Borrower’s independent public accountants (collectively, a “Due Diligence Audit”). Each Noteholder agrees In connection with a Due Diligence Audit, the Borrower shall permit the Administrative Agent, any Facility Agent or their respective agents or representatives (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose which may also render other services to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator ▇▇▇▇▇▇▇▇ Party or any of its Affiliates (includingtheir Affiliates) to review periodic Monthly Reports to verify amounts reported to underlying accounting records. Such review may include analysis procedures and verification of sales, but not limited todilution, collections, write-offs, concentrations, and other information included on the Monthly Reports. Testing may include a review of sample Receivables. Additional testing procedures may be performed to verify the accuracy of information on selected Monthly Reports. The Borrower agrees to cooperate and provide all requested information necessary to perform such due diligence reviews or collateral inspections. Additionally, the Loan File); providedBorrower shall permit such testing as may be required to ensure that it has adhered to all terms and conditions required under the Transaction Documents to which it is a party. Notwithstanding the foregoing, howeverafter the occurrence and during the continuation of a Termination Event, that nothing herein the Administrative Agent or any Facility Agent shall prohibit be permitted to take the disclosure actions described in the preceding sentences of any such information this Section without being subject to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, requirement of providing prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public informationnotice. The Noteholder further agrees not to use Borrower shall reimburse the Administrative Agent and the Facility Agents for all reasonable and documented fees, costs and expenses incurred by any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter of them in connection with a potential Disposition without obtaining the foregoing actions promptly upon receipt of a written agreement from invoice therefor; provided that, so long as no Potential Termination Event or Termination Event shall have occurred and be continuing, the Borrower shall not be required to reimburse the Administrative Agent or any Facility Agent for fees, costs and expenses in connection with more than one Due Diligence Audit in any calendar year (unless the results of a Due Diligence Audit were incomplete or not reasonably satisfactory to the Administrative Agent or the Majority Facility Agents, in which case the Borrower shall be responsible for reasonable and documented fees, costs and expenses in connection with one or more additional Due Diligence Audits in such third party underwriter calendar year until completion of a Due Diligence Audit that is reasonably satisfactory to comply the Administrative Agent and the Majority Facility Agents). In addition, the Borrower shall be required to reimburse the Administrative Agent and the Facility Agents for reasonable and documented fees, costs and expenses in connection with an additional Due Diligence Audit reasonably requested by the confidentiality provisions Administrative Agent or the Majority Facility Agents following any material change in the servicing software, systems or procedures or in the Credit and Collection Policy of this Section 13.15any ▇▇▇▇▇▇▇▇ Party.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder may purchase Notes right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and Additional Note Principal Balances 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 Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Loans. The Initial Noteholder Buyer may underwrite such Purchased Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to reasonably cooperate with the Initial Noteholder Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, financial models, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of the ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such non-public information that Seller shall reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such nonall reasonable out-public information to any third party underwriter of-pocket costs and expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s activities pursuant to comply with the confidentiality provisions of this Section 13.1527 on or before the Purchase Date for any Purchased Loan or within ten (10) days after Buyer shall reject any prospective New Collateral.

Due Diligence. The Seller acknowledges that, at reasonable times and upon reasonable notice, Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Securities and the Purchased Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable prior 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 Originator Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Securities and Purchased Loans in the possession or under the control of Seller, any other servicer or subservicer 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 Securities and Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and Buyer may enter into transactions Transactions with the Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties Purchased Securities and otherwise re-generating the information used to originate such LoanPurchased Loans. The Initial Noteholder Buyer may underwrite such Purchased Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to reasonably cooperate with the Initial Noteholder Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Securities and Purchased Loans in the possession, or under the control, of the ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such non-public information that Seller shall reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such nonall out-public information to any third party underwriter of-pocket costs and expenses reasonably incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer's activities pursuant to comply with the confidentiality provisions of this Section 13.1528.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder 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 Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering financial or accounting questions respecting the Purchased Loan Files and the Purchased Loans. Seller acknowledges and agrees that Buyer has the right to request, at Seller’s expense, a new Appraisal for any Mortgaged Property securing a Purchased Loan upon the occurrence of a Credit Event relating to such Purchased Loan or upon an Event of Default, but not more than once in any six (6) month period. Prior to the occurrence of either a Credit Event or a Facility Event of Default, Buyer may purchase Notes and Additional Note Principal Balances and also request one (1) Appraisal during any consecutive twenty-four month period for the related Mortgaged Property at Seller’s expense. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into transactions Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Loans. The Initial Noteholder Buyer may underwrite such Purchased Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to reasonably cooperate with the Initial Noteholder Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, financial models, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available Seller (excluding internal rate of return or other internal metrics relating to the Initial Noteholder a knowledgeable financial profitability of Guarantor or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan FileSeller); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may enter into transactions based solely upon the information provided by the Loan Originator right to perform continuing due diligence reviews with respect to the Initial Noteholder in the Loan Schedule and Purchased Assets, for purposes of verifying compliance with the representations, warranties and covenants contained hereinspecifications made hereunder, or determining or re-determining the Asset Base for purposes of Section 4 of this Agreement, or otherwise, and Seller agrees that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some any or all of the Eligible Loans securing such purchasePurchased Assets, including including, without limitation limitation, ordering new credit reports and Appraisals on the related Mortgaged Properties applicable collateral and otherwise re-generating regenerating the information used to originate such LoanPurchased Assets. The Initial Noteholder may underwrite such Loans itself Upon reasonable prior notice to Seller, Buyer or engage 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 mutually agreed upon third party underwriter to perform such underwritingknowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files, the Servicing Records and the Purchased Assets. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the Servicersuch Seller. The Loan Originator also shall make available Seller agrees to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter all attorneys’ fees, costs and expenses incurred by Buyer in connection with a potential Disposition continuing due diligence on Eligible Assets and Purchased Assets, including, without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15limitation, Diligence Fees.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder 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 Notes Purchased Assets from Seller and Additional Note Principal Balances and may enter into transactions additional Transactions with respect to the Mortgage Loans based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Loan Asset Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties with respect to the Mortgage Loans and otherwise re-generating regenerating the information used to originate such Mortgage Loan. The Initial Noteholder Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder 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 ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such non-public information for any purpose unrelated to this Agreement that Seller shall pay all outofpocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s activities pursuant to comply with the confidentiality provisions of this Section 13.1519. Buyer may, based on such due diligence, require to change contractual terms and add protections it deems, in its absolute discretion, necessary to protect its rights in the Mortgage Loans.

Due Diligence. The Loan Originator acknowledges that During the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may enter into transactions based solely upon the information provided by the Loan Originator to the Initial Noteholder in the Loan Schedule and the representationsOption Period, warranties and covenants contained herein, and that the Initial Noteholder, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions Quark shall permit Novartis to conduct a partial or complete reasonable due diligence investigation to enable Novartis to make an informed decision on whether or not to exercise the Option and its other rights hereunder. The key due diligence items shall include: (i) discussions with Quark on interactions with the Regulatory Authorities relating to the Quark Compounds and/or the Product and all past, current, and planned related clinical trials relating to Quark Compounds and/or Product, and review on some or of all filings and correspondence with Regulatory Authorities relating to the Quark Compounds and/or the Product, including minutes of meetings and telephone calls with such Regulatory Authorities regarding such matters; (ii) review of all pre-clinical and clinical data, and of the Eligible Loans securing such purchaseformulation composition and CMC sections of Regulatory Filings, in each case, related to Quark Compounds and/or Product; (iii) review of all contracts related to the Development, manufacturing or Commercialization of the Quark Compounds or the Products, including without limitation ordering new credit reports on all agreements entered into by Quark during the related Mortgaged Properties and otherwise re-generating the information used Option Period; (iv) review of all intellectual property relating to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with Quark Compounds and/or Product; (v) access to any contract research organization(s) and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, contract manufacturer(s) of the ServicerQuark Compounds of Product, including for purposes of conducting quality audits if requested by Novartis; and (vi) any other items reasonably related to Quark Compounds and/or Product or the License, as the case may be. The Loan Originator also Such due diligence items shall make available be provided by Quark promptly upon reasonable request by Novartis from time to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (includingtime, but not limited toshall be subject to Third Party confidentiality obligations of Quark which will be clearly identified and listed before entering due diligence (provided that if information material to Novartis’s decision about exercising its Option is subject to a Third Party confidentiality obligation, the Loan FileQuark shall so advise Novartis and work with Novartis to enable Novartis to make its decision about Option exercise in an informed manner); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15.

Due Diligence. The Loan Originator acknowledges that (a) From the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may enter into transactions based solely upon date of this Agreement until 5:00 p.m. CST on the information provided by the Loan Originator date which is four (4) days prior to the Initial Noteholder in Closing Date (the Loan Schedule and the representations“Examination Period”), warranties and covenants contained herein, and that the Initial Noteholder, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder disclose and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer Purchaser and its representatives, at Seller’s office and during Seller’s normal business hours, all records as may be reasonably requested by Purchaser for the purpose of answering questions respecting the Loan Files and the Loanspermitting Purchaser to complete its due diligence review. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein Purchaser shall prohibit the disclosure of maintain any such information report in confidence, unless and to the extent otherwise required by statuteApplicable Laws. (b) Seller shall permit Purchaser to inspect its records only to the extent that it may do so without violating legal constraints or any obligation of confidence or other contractual commitment of Seller to a third party. Subject to the consent and cooperation of third parties, ruleSeller will cooperate with Purchaser in Purchaser’s reasonable efforts to obtain, regulation at Purchaser’s sole expense, such additional information relating to the Assets as Purchaser may reasonably desire, to the extent in each case that Seller may do so without violating legal constraints or judicial process; providedany obligation of confidence or other contractual commitment of Seller to a third party. (c) As part of its pre-Closing diligence review, further thatPurchaser will have the right to conduct a Phase I environmental assessment of the Properties, unless specifically prohibited subject to the terms set forth in this Section 6.1. Purchaser’s Phase I environmental assessment must be conducted by applicable law an agent or court orderrepresentative of Purchaser reasonably acceptable to both Seller and Purchaser. For purposes of this Agreement, a “Phase I environmental assessment” means (i) a review of Seller’s and the Noteholder shallgovernment’s environmental records, prior (ii) the submission of pre-inspection questionnaires to disclosure thereofSeller, notify (iii) a site visit to visually inspect the Loan Originator Properties accompanied by a representative of Seller, and (iv) interviews with corporate and site personnel of Seller. A Phase I environmental assessment does not include soil or groundwater sampling, subsurface testing or invasive sampling or testing of any request for disclosure kind, nor shall any such sampling or testing be permitted without the prior written approval of Seller, which approval shall not be unreasonably withheld or delayed. Seller shall be entitled to receive a copy of any such non-public information. The Noteholder further agrees not to use any such non-public information final Phase I inspection reports for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15Properties.

Due Diligence. The Loan Originator Each Seller acknowledges that Buyer has the Initial Noteholder may purchase Notes right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and Additional Note Principal Balances specifications made hereunder, or otherwise, and such 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 servicer or subservicer and/or the Custodian. Each Seller agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the Purchased Assets during the term of this Agreement, which shall be paid by such Seller to Buyer within five (5) days after receipt of an invoice therefor. Each Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may enter into transactions Transactions with such Seller based solely upon the information provided by the Loan Originator such Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Assets. The Initial Noteholder Buyer may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Each Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loanssuch Seller. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such non-public information that Seller shall reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter all attorneys’ fees, costs and expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may enter into transactions based solely upon the information provided by the Loan Originator right to perform continuing due diligence reviews with respect to the Initial Noteholder in the Loan Schedule and Purchased Assets, for purposes of verifying compliance with the representations, warranties and covenants contained hereinspecifications made hereunder, or determining or re-determining the Asset Base for purposes of Section 4 of this Agreement, or otherwise, and Seller agrees that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some any or all of the Eligible Loans securing such purchasePurchased Assets, including including, without limitation limitation, ordering new credit reports and Appraisals on the related Mortgaged Properties applicable collateral and otherwise re-generating regenerating the information used to originate such LoanPurchased Assets. The Initial Noteholder may underwrite such Loans itself Upon reasonable prior notice to Seller, Buyer or engage 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 mutually agreed upon third party underwriter to perform such underwritingknowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files, the Servicing Records and the Purchased Assets. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the Servicersuch Seller. The Loan Originator also shall make available Subject to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder Section 12(g)(vi), Seller agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter all attorneys’ fees, costs and expenses incurred by Buyer in connection with a potential Disposition continuing due diligence on Eligible Assets and Purchased Assets, including, without obtaining a written agreement from such third party underwriter to comply with limitation, the confidentiality provisions cost of this Section 13.15annual updated Appraisals on the Mortgaged Properties and Diligence Fees.

Due Diligence. The Loan Originator 91 (a) Borrower acknowledges that Administrative Agent (or its designated representatives or accounting firm) has the Initial Noteholder may purchase Notes right to perform continuing due diligence reviews with respect to Borrower and Additional Note Principal Balances the Pledged Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower agrees that upon reasonable (but no less than one (1) Business Day) prior notice (unless an Event of Default, a monetary Default or another Default pursuant to which Administrative Agent shall have delivered a notice of default to Borrower hereunder shall have occurred, in which case no notice is required) to Borrower, Administrative Agent or its designated representatives or accounting firm will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Collateral Files, servicing records and any and all documents, records, agreements, instruments or information relating to such Pledged Assets in the possession or under the control of Borrower, the Servicer, any other servicer or subservicer (and/or the Custodian). Without limiting the generality of the foregoing, Borrower acknowledges that Administrative Agent may enter into transactions Loans with Borrower based solely upon the information provided by the Loan Originator Borrower to the Initial Noteholder in the Loan Schedule Administrative Agent and the representations, warranties and covenants contained herein, and that the Initial NoteholderAdministrative Agent, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchasePledged Assets including, including without limitation limitation, ordering price opinions, new credit reports and new appraisals on the related Mortgaged Underlying Properties and otherwise re-generating the information used to originate such LoanPledged Asset. The Initial Noteholder Administrative Agent may underwrite such Loans Pledged Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Borrower agrees to reasonably cooperate with the Initial Noteholder Administrative Agent and any third party underwriter reasonably acceptable to Borrower in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Administrative Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Pledged Assets in the possession, or under the control, of the ServicerBorrower. The Loan Originator also Administrative Agent and Borrower hereby agree that Borrower shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files pay all due diligence out-of-pocket costs, legal fees and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained expenses incurred by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter Administrative Agent in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Administrative Agent’s due diligence pursuant to comply with the confidentiality provisions of this Section 13.159 (“Due Diligence Costs”).

Due Diligence. The Loan Originator (a) Seller acknowledges that Buyer has the Initial Noteholder 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 (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 Notes and Additional Note Principal Balances and may enter into transactions Mortgage Loans from Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Initial Noteholder Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder 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 ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such nonthat it shall pay all out-public information for any purpose unrelated to this Agreement of-pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s activities pursuant to comply with the confidentiality provisions of this Section 13.1517.

Due Diligence. The Loan Originator acknowledges Following notice that the Initial Noteholder may Eton Park intends to exercise its purchase Notes option, Eton Park and Additional Note Principal Balances and may enter into transactions based solely upon the information its agents shall be provided by the Loan Originator to the Initial Noteholder in the Loan Schedule and the representations, warranties and covenants contained hereinreasonable access to, and that the Initial Noteholder, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the full information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited respect to, providing the Initial Noteholder Holdings’ and any third party underwriter with access to any its subsidiaries’ books and all documents, records, agreementsproducts, instruments or information relating to such Loans in the possessionpremises, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer and personnel for the purpose of answering questions respecting completing Eton Park’s due diligence investigation of Holdings’ business. Holdings further agrees that it shall authorize and direct the Loan Files appropriate managers and the Loans. Each Noteholder agrees (on behalf employees of itself Holdings and its Affiliates, directors, officers, employees and representatives) subsidiaries to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practicesassist Eton Park in, and not Eton Park is authorized to, contact prior to the 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 third party, any non-public information supplied to it person except as required by law or otherwise obtained by it hereunder with respect regulatory bodies and other than to the Loan Originator respective principals or other representatives of Holdings and Eton Park, each of whom shall be similarly bound by such confidentiality obligations. At such time as the Holders have received (i) repayment of the Overture Advance and (ii) repayment of any Obligations consisting of its Affiliates costs and expenses (including, but not limited toincluding attorneys fees and expenses) incurred at any time by the Holders in connection with the negotiation and preparation of this Agreement, the Loan File); providedSecond Lien Documents, however, all documents drafted in connection the proposed restructuring of the Company’s Obligations that nothing herein shall prohibit preceded the disclosure parties’ entry into this Agreement and any costs and expenses that may be incurred by the Holders in respect of any such information to the extent required by statutefurther modification, ruleamendments, regulation restructuring, “workout”, or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator exercise of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated remedies in relation to this Agreement or any Second Lien Documents, the Holders shall deposit 5% of the next $20 million received by them as repayment on the Notes (exclusive of the 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 the 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 each such Noteholder shall have been approved by the Holders. If the Release Date has not disclose such non-public information occurred by [____ __, 2010], the escrow corpus will revert back to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15Holders.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder right to perform continuing due diligence reviews with respect to the Purchased Mortgage Loans and 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 review the servicing of the Purchased Mortgage Loans, or otherwise, and Seller agrees that upon reasonable prior written notice to a Responsible Officer of 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. 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 Notes Purchased Mortgage Loans from Seller and Additional Note Principal Balances and may enter into transactions additional Transactions with respect to the Purchased Mortgage Loans based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Loan Asset Schedule and the representations, warranties and covenants contained herein, herein and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all a reasonable portion of the Eligible Purchased Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation 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. The Initial Noteholder Buyer may underwrite such Purchased Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator ▇▇▇▇▇▇ agrees to cooperate with the Initial Noteholder and Buyer or any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter Buyer 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 ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such nonthat Seller shall pay all out-public information for any purpose unrelated to this Agreement of-pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter ▇▇▇▇▇’s due diligence activities pursuant to comply with the confidentiality provisions of this Section 13.1520, in an amount not to exceed [***] per calendar year.

Due Diligence. The Loan Originator Seller acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may enter into transactions based solely upon Buyer intends to conduct an investigation of the information provided by Company, the Loan Originator to Property, the Initial Noteholder in Owner LLCs’ Property, the Loan Schedule and TZO Loan, the representationsTTF Loan, warranties and covenants contained hereinthe ESDI Loan, the 1201 MetLife Loan, the 1225 MetLife Loan, and that the Initial Noteholder, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing books and records of the Company and the LLCs. Commencing on the date hereof, Buyer, and Buyer’s employees, agents, consultants, advisors, attorneys, accountants, engineers and other representatives (“Buyer’s Representatives”) shall have the right to perform and conduct such purchaseexaminations and investigations thereof as Buyer may desire, which may include, without limitation, examination of all structural and mechanical aspects of the Property, review of documentation, income and expenses, all Leases and tenant files, records of repairs and capital improvements (excluding only any materials which are not required or desirable for the operation, management or ownership of the Property, Company, or any of the LLCs including without limitation ordering new credit reports on any reporting requirements and which are of a proprietary nature, (such as internal valuation analysis, projections, and other materials constituting the legally privileged and confidential work product of Seller but not if the same relate to related Mortgaged Properties liabilities and obligations being assumed or intended to be assumed by Buyer or which Buyer is otherwise resubject), examination of the title to the Property, conducting environmental tests to determine the presence or absence of hazardous waste or materials, asbestos, lead paint, indoor air quality, radon and other similar materials and substances at, in on, under or from the Property, and other environmental conditions at the Property, preparing and reviewing a current as-generating built survey thereof, and determining the information used to originate such Loancompliance of the Property with all applicable laws, rules, codes and regulations. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in In connection with such underwritingexamination, Seller shall deliver and make available (at reasonable times and places) for Buyer’s review all of the books and records of the Company, the LLCs and Owner LLC and the MetLife Loans, the Other First Loan and including without limitation the other items set forth on Schedule 1 attached hereto to the extent not heretofore delivered. If the expiration of the Due Diligence Period shall fall on Saturday, Sunday or holiday, the Due Diligence Period shall automatically be extended to the next business day. Notwithstanding anything herein to the contrary, nothing herein shall authorize Buyer, nor shall Buyer be permitted to conduct, any subsurface or groundwater environmental testing or other environmental samplings relating to the Property without Seller’s prior written consent, which consent may be withheld or denied in Seller’s sole discretion; provided that lead, radon, indoor air quality and asbestos sampling shall be permitted without Seller’s prior consent and provided further that if Seller unreasonably withholds or denies consent for Phase II testing, then Buyer shall be entitled to terminate the Contract, by written notice to Seller, whereupon the Deposit shall be returned to Buyer, and Seller shall reimburse Buyer for its transaction costs and expenses, including, but not limited towithout limitation, providing the Initial Noteholder all attorneys’ fees, costs and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available expenses up to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose amount of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices$150,000, and not neither party shall thereafter have further rights or remedies hereunder, other than those expressly stated to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15survive termination.

Due Diligence. The Loan Originator acknowledges that the Initial Noteholder may purchase Notes Seller shall provide Buyer and Additional Note Principal Balances its agents and may enter into transactions based solely upon the information provided by the Loan Originator to the Initial Noteholder in the Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial Noteholder, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter representatives with access to any the Property hereunder and access to all documentsrelevant information respecting the Property, records, agreements, instruments or to the extent such information relating to such Loans is in the possession or control of Seller, which access shall be electronically at Buyer’s request. For purposes hereof, matters shall be deemed to be within Seller’s “possession, ” or under “control” if the control, particular item is in the possession of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose any of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees Seller’s (on behalf of itself and its Affiliates, directorsi) principals, officers, directors or employees (or any of their respective family members or affiliates), or (ii) agents, representatives or independent contractors with whom S▇▇▇▇▇ has an ongoing working relationship (or has had such a relationship within twelve (12) months prior to the Effective Date). Until the Inspection Deadline (and representativesif this Agreement has not been terminated pursuant to the terms herein, until the Closing Date), (a) Buyer shall have the right and opportunity to use reasonable precaution to keep confidentialperform and complete, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third partyreasonable discretion, any non-public information supplied to it or otherwise obtained by it hereunder analysis and investigations with respect to the Loan Originator or Property desired by Buyer, including, without limitation, any of its Affiliates physical inspections (including, without limitation, soil studies, environmental studies and inspections of the roof, structure and mechanical, plumbing and electrical systems), a review of zoning, building codes, permits, entitlements, certificates of occupancy and the uses at or of the Project, any environmental reviews, appraisals, financial analysis, development analysis, and a review of the Due Diligence Materials. Buyer shall indemnify, protect, defend and hold Seller harmless from and against any actual damage arising from any property damage or personal injury to the extent caused by Buyer or its agents in connection with its inspections or examinations of the Property, provided that Buyer shall not be responsible for any damage due to the negligence or willful misconduct of Seller or Seller’s agents, employees or contractors; nor shall Buyer be responsible for the mere discovery of any particular matter or conditions that already exist in, on, under or about the Property. If, on or before the Inspection Deadline, based upon such review, examination or inspection, Buyer determines in its reasonable discretion that it intends to proceed with the acquisition of the Property, then Buyer shall notify Seller and Escrow Holder of such determination in writing (the “Approval Notice”). If, however, on or before the Inspection Deadline, (A) Buyer notifies Seller in writing that it has determined that it no longer intends to acquire the Property, or (B) if Buyer shall fail to deliver the Approval Notice to Seller on or before the Inspection Deadline, this Agreement and the obligations of the parties shall terminate and the Escrow Deposit (minus one-half (1/2) of any Escrow Holder or Title Company cancellation fees) shall be returned to Buyer. Buyer shall have the right to notify Seller on or prior to the Inspection Deadline of any and all Service Contracts (as defined below) that Buyer wishes to assume at Closing (the “Assumed Contracts”) and Seller shall be solely responsible for causing all other Service Contracts to be terminated at Closing at Seller’s sole cost and expense. Seller makes no representations or warranties regarding the Due Diligence Materials to the extent not prepared by Seller, including but not limited toto representations regarding accuracy, the Loan File); provided, however, that nothing herein shall prohibit the disclosure sufficiency or completeness of any documentation or information so provided by Seller to Buyer, and Buyer shall accept such Due Diligence Materials, documentation and information to on an “AS IS” and “WHERE IS” basis disclaiming any and all representations and warranties. Buyer acknowledges that it is relying on its own investigations of the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter Property in connection with a potential Disposition without obtaining a written agreement from such third party underwriter its decision to comply with approve the confidentiality provisions condition of the Property or terminate this Agreement as allowed in this Section 13.154(C).

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder 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 Notes Mortgage Loans from Seller and Additional Note Principal Balances and may enter into transactions additional Transactions with respect to the Purchased Mortgage Loans based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Loan Asset Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Purchased Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation limitation, ordering new credit reports and 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. The Initial Noteholder Buyer may underwrite such Purchased Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder and Buyer or any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter Buyer 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 ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such nonthat Seller shall pay all out-public information for any purpose unrelated to this Agreement of-pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s due diligence activities pursuant to comply with the confidentiality provisions of this Section 13.1520.

Due Diligence. The Loan Originator 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 the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may Buyer shall enter into transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchasePurchased Loans, including including, without limitation limitation, ordering new credit reports reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Loans. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder Servicer, Guarantor and any third party underwriter Seller shall pay Buyer’s out-of-pocket costs and expenses incurred by Buyer in connection with such underwritingany due diligence hereunder. Servicer, including, but not limited to, providing the Initial Noteholder Guarantor and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the ServicerSeller shall pay Buyer’s due diligence expenses. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15.[SIGNATURE PAGE FOLLOWS]

Due Diligence. The Loan Originator Seller acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may enter into transactions based solely upon the information provided by the Loan Originator to the Initial Noteholder in the Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial Noteholder, at its option, Buyer has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete perform reasonable due diligence review on some reviews or all of re-underwriting with respect to the Eligible Loans securing such purchase, including without limitation ordering new credit reports on Purchased Assets and the related Mortgaged Properties Underlying Assets and otherwise re-generating 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 information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder Purchased Asset Files, Servicing Records and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets and Underlying Assets in the possession, possession or under the controlcontrol of Seller, of any other servicer or subservicer and/or the ServicerCustodian. The Loan Originator Seller also shall make available to the Initial Noteholder Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files 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 Loansrepresentations, 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 or re-underwriting on some or all of the Purchased Assets and Underlying Assets. Each Noteholder agrees (on behalf Any provision hereof to the contrary not withstanding, the costs and expenses of itself Buyer and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, counsel incurred in accordance connection with its customary procedures for handling confidential information initial due diligence review or re-underwriting of each Purchased Asset and each Underlying Asset and all other costs and expenses incurred by Buyer in accordance connection with safe and sound practices, and the consummation of any Transaction shall be borne by Seller in an amount not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder exceed $7,500.00 with respect to each Purchased Asset. Except as provided in Section 27(g) hereof, all other costs and expenses incurred by Buyer in connection with the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure consummation of any Transaction shall be borne by Buyer. Any such information due diligence review or re-underwriting may be conducted by Buyer or a third party appointed by Buyer. Seller agrees to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement reasonably cooperate with Buyer and that each such Noteholder shall not disclose such non-public information to any third party underwriter appointed by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15due diligence review or re-underwriting.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may enter into transactions based solely upon the information provided by the Loan Originator right to perform continuing due diligence reviews with respect to the Initial Noteholder in the Loan Schedule and Purchased Assets, for purposes of verifying compliance with the representations, warranties and covenants contained hereinspecifications made hereunder, or determining or re-determining the Asset Base for purposes of Section 4 of this Agreement, or otherwise, and Seller agrees that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some any or all of the Eligible Loans securing such purchasePurchased Assets, including including, without limitation limitation, ordering new credit reports and Appraisals on the related Mortgaged Properties applicable collateral and otherwise re-generating regenerating the information used to originate such LoanPurchased Assets. The Initial Noteholder may underwrite such Loans itself Upon reasonable prior notice to Seller, Buyer or engage 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 mutually agreed upon third party underwriter to perform such underwritingknowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files, the Servicing Records and the Purchased Assets. The Loan Originator ▇▇▇▇▇▇ agrees to cooperate with the Initial Noteholder ▇▇▇▇▇ and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the Servicersuch Seller. The Loan Originator also shall make available ▇▇▇▇▇▇ agrees to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter all attorneys’ fees, costs and expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter continuing due diligence on Eligible Assets and Purchased Assets and Diligence Fees. Diligence Fees applicable to comply with the confidentiality provisions underwriting only shall be subject to an annual, calendar year dollar cap of this Section 13.15$30,000.

Due Diligence. The Loan Originator Each Seller acknowledges that Buyer has the Initial Noteholder 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 (but 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 Notes and Additional Note Principal Balances and may enter into transactions Mortgage Loans from a Seller based solely upon the information provided by the Loan Originator a Seller to the Initial Noteholder Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Initial Noteholder Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Each Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder 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 Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loanssuch Seller. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such nonthat the Sellers shall pay all reasonable out-public information for any purpose unrelated to this Agreement of-pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s activities pursuant to comply with the confidentiality provisions of this Section 13.1527 (“Due Diligence Costs”).

Due Diligence. The Loan Originator acknowledges that a. On or before the Initial Noteholder may purchase Notes date which is three (3) business days following the Effective Date, Seller shall furnish to Buyer, for review and Additional Note Principal Balances and may enter into transactions based solely upon the information provided by the Loan Originator reliance as part of Buyer’s due diligence, all documents in Seller’s possession pertaining or relevant to the Initial Noteholder in Property (the Loan Schedule and “Due Diligence Documents”), including, without limitation, the representations, warranties and covenants contained herein, and that the Initial Noteholder, at its option, has the right prior to such purchase following: (a) surveys of the Notes or Additional Note Principal Balance therein or such Transactions Property, if any; (b) environmental assessments pertaining to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit Property; (c) geotechnical reports on the Property; (d) roof, structural and building reports pertaining to the Property; (e) Seller’s title policy on the Property and copies of all underlying documents; (f) notices of violations of any zoning ordinance or other law, regulation, agreement or instrument applicable to the Property; (g) architectural and engineering plans and specifications relating to the building and other improvements on the Property; (h) all property tax assessment bills for the last 3 years related Mortgaged Properties to the Property; (i) all service contracts, property management agreements, and otherwise re-generating other agreements in place regarding the information used Property; (j) all insurance policies and certificates regarding the Property; (k) a schedule of all capital improvements at the Property for the last three (3) years; and (l) warranties and/or guaranties pertaining to originate such Loanthe Property. The Initial Noteholder may underwrite such Loans itself In the event Seller shall withhold any Due Diligence Document that is material to the condition, use, ownership or engage a mutually agreed upon third party underwriter operation of the Property and which was required by Seller to perform such underwriting. The Loan Originator agrees be delivered to cooperate Buyer pursuant to this Section 2(a), Buyer shall have the right to exercise Buyer’s remedies under Section 11(a) below. b. From the Effective Date, through the date of Closing (as defined below), Seller shall allow Buyer and Buyer’s agents and consultants access to the Property for the purpose of conducting building inspections, surveys, environmental assessments, and other investigations, tests and studies in connection with the Initial Noteholder evaluation of the due diligence conditions to this Agreement. Such access shall be exercised by Buyer and its agents and consultants at reasonable times, without material interference with Seller’s ongoing operations at the Property (if any), and shall be exercised with due care and at the risk of Buyer, and with general liability insurance as may be customary. If Buyer or its agents or consultants shall cause any third party underwriter damage to the Property in connection with such underwritingaccess, includingBuyer shall restore the same to its condition immediately preceding such damage, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance any event Buyer shall indemnify Seller against damage caused by Buyer or its agents or consultants in connection with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File)such access; provided, however, that nothing herein under no circumstances shall prohibit Buyer be liable to Seller hereunder as a result of (x) Buyer’s or Buyer’s agents or consultants mere discovery of hazardous materials or other conditions at the disclosure Property or (y) the fraud, gross negligence or willful misconduct of any such information to Seller. c. ▇▇▇▇▇ is performing due diligence of the extent required by statuteProperty, ruleand accepts the property in an as-is condition, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request other than as expressly provided for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to in this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15Agreement.

Due Diligence. The Loan Originator (a) Each Seller Counterparty acknowledges that Purchaser has the Initial Noteholder right to perform continuing due diligence reviews with respect to the Purchased Assets and Contributed Swingline Loans, the Seller Counterparties and Servicer for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Each Seller Counterparty agrees that upon reasonable prior notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required), each Seller Counterparty shall provide (or shall cause any other Seller Party or Servicer, as applicable, to provide) reasonable access to Purchaser and any of its agents, representatives or permitted assigns to the offices of Seller Counterparties, such other Seller Party or Servicer, as the case may purchase Notes be, during normal business hours and Additional Note Principal Balances permit them to examine, inspect, and make copies and extracts of the Purchased Asset Files, Contributed Swingline Loan Documents, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets and Contributed Swingline Loans in the possession or under the control of such party; provided, that prior to the occurrence and continuance of an Event of Default, notwithstanding anything in this Agreement to the contrary, Purchaser shall not contact any Mortgagor or Mezzanine Borrower of an Eligible Asset, any related sponsor or other obligor, any related tenant or any other loan party with respect to a proposed Transaction, Swingline Transaction or a Purchased Asset, without a Seller Counterparty’s prior consent. (b) Each Seller Counterparty agrees that it shall, promptly upon reasonable request of Purchaser, deliver (or shall cause to be delivered) to Purchaser and any of its agents, representatives or permitted assigns copies of any documents permitted to be reviewed by Purchaser in accordance with Article 26(a). (c) Each Seller Counterparty agrees to make available (or to cause any other Seller Party or Servicer, as applicable, to make available) to Purchaser and any of its agents, representatives or permitted assigns (i) in person at the time of any inspection pursuant to Article 26(a) or (ii) upon prior written notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required and there shall be no limitation on frequency), by phone, as applicable, a knowledgeable financial or accounting officer or asset manager, as applicable, of Seller, such other Seller Party or Servicer, as the case may be, for the purpose of answering questions about any of the foregoing Persons, or any other matters relating to the Transaction Documents or any Transaction that Purchaser wishes to discuss with such Person. (d) Without limiting the generality of the foregoing, each Seller Counterparty acknowledges that Purchaser may enter into transactions Transactions with Seller Counterparties based solely upon the information provided by the Loan Originator Seller Counterparties to the Initial Noteholder in the Loan Schedule Purchaser and the representations, warranties and covenants contained herein, and that the Initial NoteholderPurchaser, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties Purchased Assets and otherwise re-generating the information used to originate such LoanContributed Swingline Loans. The Initial Noteholder Purchaser may underwrite such Purchased Assets and Eligible Swingline Loans itself or engage a mutually agreed upon third third-party underwriter to perform such underwriting. The Loan Originator Each Seller Counterparty agrees to cooperate with the Initial Noteholder Purchaser and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Purchaser and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets and Contributed Swingline Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator Seller Party or any Affiliate thereof. (e) Each Seller Counterparty hereby acknowledges and agrees that Purchaser shall have the right to commission and order an Appraisal of its Affiliates (includingany Mortgaged Property at any time and from time to time, but not limited to, the Loan File); provided, however, that nothing herein no Seller Counterparty shall prohibit be responsible for the disclosure costs and expenses incurred by Purchaser in obtaining more than one Appraisal of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of Mortgaged Property in any request for disclosure of any such non-public informationtwelve (12) month period. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder Each Seller Counterparty shall not disclose such non-public information to any third party underwriter cooperate with Purchaser in connection with a potential Disposition the commission or order of any Appraisal by Purchaser, and Seller shall use commercially reasonable efforts to cause the applicable Mortgagor or Mezzanine Borrower to cooperate with Purchaser in obtaining any such Appraisal, including, without obtaining a written agreement from such third party underwriter limitation, by providing Purchaser with access to comply the Mortgaged Property. (f) Each Seller Counterparty agrees to reimburse Purchaser on demand for any and all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of counsel) incurred by Purchaser in connection with the confidentiality provisions of its due diligence activities pursuant to this Section 13.15Article 26.

Due Diligence. The Loan Originator Seller acknowledges that B▇▇▇▇ has the Initial Noteholder right to perform continuing due diligence reviews with respect to the Purchased Assets, Seller Parties, Servicer (to 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 B▇▇▇▇ in its good faith discretion, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, and Seller 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 Notes and Additional Note Principal Balances and may enter into transactions Purchased Assets from Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Loan Asset Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior at any time to such purchase of the Notes cause Servicer or Additional Note Principal Balance therein or such Transactions its agent to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchasePurchased Assets purchased in a Transaction, including including, without limitation limitation, ordering new credit reports Qualified Appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Asset and reviewing intercreditor agreements, property management agreements, formation documents of the property owners and their direct and indirect owners, financial statements, environmental and engineering reports, underlying title policies including owner’s and UCC-9 title insurance policies, legal opinions and other documents as may be mutually agreed among Seller and Buyer. The Initial Noteholder For the avoidance of doubt, Servicer’s obligation to provide such due diligence to Buyer shall not preclude Buyer’s right to perform due diligence on the Purchased 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 Commercial Mortgage Loan Documents. Buyer may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees Seller and S▇▇▇▇▇▇▇ agree to cooperate with the Initial Noteholder B▇▇▇▇ and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the Seller Parties or Servicer. The Loan Originator also Seller further agrees that it shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliatespay, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required Seller has received an invoice therefor, all reasonable out-of-pocket costs and expenses incurred by statute, rule, regulation Buyer or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement its affiliates and that each such Noteholder shall not disclose such non-public information to any third party underwriter designees in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s activities pursuant to comply with the confidentiality provisions of this Section 13.1521.

Due Diligence. The Loan Originator (a) Seller acknowledges that Buyer has the Initial Noteholder 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 Notes and Additional Note Principal Balances and may enter into transactions Mortgage Loans from Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Initial Noteholder Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder providing, during normal business hours and upon commercially reasonable prior notice, 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 ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such nonthat it shall pay all out-public information for any purpose unrelated to this Agreement of-pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s activities pursuant to comply with the confidentiality provisions of this Section 13.1517.

Due Diligence. (a) The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder right to perform continuing due diligence reviews with respect to the Eligible Assets and the Seller, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each of the Seller agrees that upon reasonable prior 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 Asset Files and any and all documents, records, agreements, instruments or information relating to such Eligible Assets in the possession or under the control of 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 Asset Files and the Eligible Assets. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer may purchase Notes and Additional Note Principal Balances and may enter into transactions Eligible Assets from the Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Loan Purchased Asset Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchaseAssets purchased in a Transaction, including including, without limitation limitation, ordering broker's price opinions, new credit reports and new appraisals on the related Mortgaged Properties or Underlying Properties and otherwise re-generating the information used to originate such LoanEligible Asset. The Initial Noteholder Buyer may underwrite such Loans Eligible Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Eligible Assets in the possession, or under the control, of the ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such nonthat the Seller shall pay all out-public information for any purpose unrelated to this Agreement of-pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer's activities pursuant to comply with the confidentiality provisions of this Section 13.1517 ("Due Diligence Costs").

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder may purchase Notes right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and Additional Note Principal Balances 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 Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets; provided, that prior to the occurrence and continuance of a Potential Event of Default or an Event of Default, notwithstanding anything in this Agreement to the contrary, Buyer shall not contact any Mortgagor of an Eligible Loans securing such purchaseAsset with respect to a proposed Transaction or a Purchased Asset, including any related sponsor or other obligor, any related tenant or any other loan party, without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanSeller’s prior consent. The Initial Noteholder Buyer may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the ServicerSeller. The Loan Originator also shall make available Upon a written demand therefor by Buyer to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its AffiliatesSeller, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any that Seller shall promptly (but in no event later than ten (10) Business Days after such non-public information a demand) reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such nonall out-public information to any third party underwriter of-pocket and invoiced attorneys’ fees, costs and expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. The Loan Originator Seller and Guarantor acknowledges that Buyer has the Initial Noteholder right to perform continuing due diligence reviews with respect to the Transaction Mortgage Loans and Seller and Guarantor, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agrees that (a) upon reasonable prior notice to Seller 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 Mortgage Loan Files and any and all documents, records, agreements, instruments or information relating to such Transaction Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of Seller and/or Guarantor and/or the Custodian, or (b) upon request, Seller 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. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Loan Files, Transaction Mortgage Loans. Without limiting the generality of the foregoing, Seller and Guarantor acknowledges that Buyer may purchase Notes Purchased Assets and Additional Note Principal Balances and may enter into transactions Transactions with respect to Transaction Mortgage Loans based solely upon the information provided by the Loan Originator Seller or Guarantor to the Initial Noteholder Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Transaction Mortgage Loans securing such purchasesubject to a Transaction, including including, without limitation limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to acquire such Transaction Mortgage Loans, as well as used to originate such Transaction Mortgage Loan, as well as reviews of claim history and files with FHA, VA and USDA and verification of FHA Mortgage Insurance in place, VA Loan Guaranty Agreement in place and USDA Guaranty in place. In addition, such due diligence may include, but is not be limited to (i) a review of the Servicer’s compliance with FHA, VA, USDA, F▇▇▇▇▇ M▇▇ or F▇▇▇▇▇▇ Mac mandated servicing and loss mitigation timelines, first legal action requirements and timelines, (ii) re-verification of debenture rates, conveyance timelines and Part A and Part B claim filing timelines as well as accuracy of such claims (iii) monitoring and reporting on losses, including curtailments, servicing advance reimbursements and claim status, (iv) reconciliation of FHA Insurance, VA Guarantee or USDA Guarantee payments, (v) analysis of any losses related to claim denial, and (vi) verification of the data on the funding file and, as necessary. The Initial Noteholder results of all such due diligence will be shared with the Seller. Such due diligence may also include corporate level due diligence of the Seller and Servicer, Such due diligence may be performed by a third party on behalf of the Buyer subject to such third party executing the Buyer’s standard form of Non-Disclosure Agreement. Buyer may underwrite such Transaction Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Each of Seller and Guarantor agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Transaction Mortgage Loans in the possession, or under the control, of the ServicerSeller and/or Guarantor. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files Seller and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Guarantor further agrees not to use any such nonthat Seller or Guarantor shall pay all out-public information for any purpose unrelated to this Agreement of-pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s activities pursuant to comply with the confidentiality provisions of this Section 13.1520, such amount not to exceed the Due Diligence Cap per calendar year, unless an Event of Default shall have occurred and be continuing, in which case such limit shall not apply.

Due Diligence. The Loan Originator Each of Seller and Guarantor acknowledges that Buyer has the Initial Noteholder 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 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 Notes and Additional Note Principal Balances and may enter into transactions Purchased Assets from Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Loan Asset Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Purchased Assets, Pledged Assets, Underlying Mortgage Loans securing such purchasesubject to a Transaction or Underlying REO Properties pledged in connection with a Transaction, including including, without limitation limitation, ordering appraisals or BPOs, new credit reports and new appraisals on the 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 claim history and files with FHA, VA and USDA and verification of FHA Mortgage Insurance in place, VA Loan Guaranty Agreement in place and USDA guaranty in place. The Initial Noteholder Buyer may underwrite due diligence such Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Properties itself or engage a mutually agreed upon third party underwriter due diligence firm to perform such underwritingdue diligence, subject to such third party due diligence firm executing the Buyer’s standard form of non-disclosure agreement. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter due diligence firm in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter 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 possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); Seller provided, however, that nothing herein unless an Event of Default has occurred and is continuing, such on-site visits and/or on-site examinations shall prohibit the disclosure of any such information be limited to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public informationone (1) per calendar year. The Noteholder Seller further agrees not to use any such nonthat Seller shall pay all reasonable third-public information for any purpose unrelated to this Agreement party out-of-pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter ▇▇▇▇▇’s activities pursuant to comply with the confidentiality provisions of this Section 13.1521 (“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, the Buyer may perform corporate level due diligence on the Seller and Servicer, provided, however, that prior to the occurrence and continuation of an 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. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may enter into transactions based solely upon the information provided by the Loan Originator right to perform continuing due diligence reviews with respect to the Initial Noteholder in the Loan Schedule and Purchased Assets, for purposes of verifying compliance with the representations, warranties and covenants contained hereinspecifications made hereunder, or determining or re-determining the Asset Base for purposes of Section ‎4 of this Agreement, or otherwise, and Seller agrees that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some any or all of the Eligible Loans securing such purchasePurchased Assets, including including, without limitation limitation, ordering new credit reports and Appraisals on the related Mortgaged Properties applicable collateral and otherwise re-generating regenerating the information used to originate such LoanPurchased Assets. The Initial Noteholder may underwrite such Loans itself Upon reasonable prior notice to Seller, Buyer or engage 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 mutually agreed upon third party underwriter to perform such underwritingknowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files, the Servicing Records and the Purchased Assets. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter designated by Buyer in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the Servicersuch Seller. The Loan Originator also shall make available Seller agrees to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter all attorneys’ fees, costs and expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter continuing due diligence on Eligible Assets and Purchased Assets and Diligence Fees. Diligence Fees applicable to comply with the confidentiality provisions underwriting only shall be subject to an annual, calendar year dollar cap of this Section 13.15$30,000.

Due Diligence. The Loan Originator Seller acknowledges that Buyer or any third party designated by Buyer (including Buyer’s regulators) has the Initial Noteholder 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 Notes and Additional Note Principal Balances and may enter into transactions Mortgage Loans from Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating re‑generating the information used to originate such Mortgage Loan. The Initial Noteholder Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator ▇▇▇▇▇▇ agrees to cooperate with the Initial Noteholder ▇▇▇▇▇ and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder 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 ServicerSeller or Custodian. The Loan Originator also Seller further agrees that Seller shall make available pay all reasonable and documented out-of-pocket costs and expenses incurred by ▇▇▇▇▇ and Custodian in connection with Buyer’s activities pursuant to the Initial Noteholder this Section 17 subject to a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder cap with respect to the Loan Originator or Buyer of [***]for any of its Affiliates [***]period (including, but not limited to, the Loan File“Due Diligence Costs”); provided, however, provided that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder Due Diligence Cap shall not disclose such non-public information to apply at any third party underwriter in connection with time that a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15Default shall have occurred and be continuing.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder may purchase Notes right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and Additional Note Principal Balances 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. S▇▇▇▇▇ 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 Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets; provided, that prior to the occurrence and continuance of a Potential Event of Default or an Event of Default, notwithstanding anything in this Agreement to the contrary, Buyer shall not contact any Mortgagor of an Eligible Loans securing such purchaseAsset with respect to a proposed Transaction or a Purchased Asset, including any related sponsor or other obligor, any related tenant or any other loan party, without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanSeller’s prior consent. The Initial Noteholder Buyer may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator S▇▇▇▇▇ agrees to cooperate with the Initial Noteholder B▇▇▇▇ and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the ServicerSeller. The Loan Originator also shall make available Upon a written demand therefor by B▇▇▇▇ to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its AffiliatesSeller, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder S▇▇▇▇▇ further agrees not to use any that Seller shall promptly (but in no event later than ten (10) Business Days after such non-public information a demand) reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such nonall out-public information to any third party underwriter of-pocket and invoiced attorneys’ fees, costs and expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. The Loan Originator (a) Each Seller acknowledges that the Initial Noteholder 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 Notes and Additional Note Principal Balances and may enter into transactions Mortgage Loans from the Sellers based solely upon the information provided by the Loan Originator Sellers to the Initial Noteholder Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Initial Noteholder Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees Sellers agree to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder 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 ServicerSellers. The Loan Originator also Sellers further agree that the Sellers shall make available pay all out-of-pocket costs and expenses incurred by the Buyer in connection with the Buyer’s activities pursuant to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees this Section 17 (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File“Due Diligence Costs”); provided, howeverthat such Due Diligence Costs shall not exceed the Due Diligence Cap per calendar year unless a Default or Event of Default shall have occurred and be continuing, that nothing herein in which event the Buyer shall prohibit have the disclosure right to perform due diligence, at the sole expense of any such information the Sellers without regard to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15dollar limitation set forth herein.

Due Diligence. The Loan Originator acknowledges that Buyer shall have a period of thirty (30) days (the Initial Noteholder may purchase Notes “Inspection Period”) following the Effective Date of this Agreement to make, secure or review such physical, zoning, geotechnical, wetlands/environmental, civil engineering, governmental enactments, availability of utilities (including water, sewer, gas, electricity and/or storm water drainage), marketing and Additional Note Principal Balances other investigations, tests and may enter into transactions based solely upon the information provided by the Loan Originator to the Initial Noteholder in the Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial Noteholder, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, studies including, but not limited to, providing appraisal, survey, engineering, leases, zoning, title, subdivision, availability of insurance and financial statements, to determine if Buyer desires to purchase the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in Property. During the possession, or under the control, of the Servicer. The Loan Originator also Inspection Period (i) Seller shall make available to Buyer all existing reports, statements, test results, studies and other items and documents in Seller’s possession or control with respect to such matters; and (ii) Buyer and its contractors, employees and agents shall have the Initial Noteholder right to enter upon the Property and make tests, studies and investigations while thereon, with reasonable advance notice to Seller and, if required by Seller, accompanied by a knowledgeable financial or accounting officer representative of Seller, for the purpose of answering questions respecting inspecting and testing the Loan Files Property. Buyer, in the exercise of such right of entry, shall use all reasonable efforts not to damage the Property or to interfere unreasonably with Seller’s operation there. Buyer shall indemnify and the Loans. Each Noteholder agrees (on behalf hold Seller harmless for and from all costs, claims, damages or liability of itself and any kind resulting from all acts or omissions of Buyer, its Affiliates, directors, officerscontractors, employees and representativesor agents arising out of or relating to the exercise of the right of entry set forth in this Section. The provisions of this Section shall survive for one (1) to use reasonable precaution to keep confidentialyear the expiration or termination of this Agreement or Closing. Before the end of the Inspection Period, in accordance with its customary procedures the event Buyer, in Buyer’s sole discretion, determines that the Property is not suitable for handling confidential information the Proposed Use, then Buyer shall have the option of either (i) waiving the condition and all conditions precedent and closing “As Is” without reduction in the Purchase Price, or (ii) cancelling this Agreement by written notice to Seller delivered as other notices under this Agreement before the expiration of the Inspection Period stating that Buyer is cancelling this transaction pursuant to this section and setting forth specifically and in accordance with safe detail Buyer’s good faith grounds for cancelling, in which event Escrow Agent shall deliver the deposits paid under Section 4 to Seller, whereupon both parties shall be released from all further obligations under this Agreement. Notwithstanding the foregoing, as a condition to Buyer’s cancellation of this Agreement, Buyer shall promptly, upon Seller’s written request, deliver to Seller, at no cost to Seller, (i) all originals or copies of documents relating to investigations, tests, studies and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise other materials obtained by it hereunder Buyer from Seller with respect to the Loan Originator Property and (ii) those documents evidencing studies or any of assessments whose results formed the basis for Buyer’s decision to exercise its Affiliates (includingrights under this Section, but as applicable, together with all other due diligence documents and materials provided to Buyer by Seller. Buyer shall not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure retain copies of any such information documents provided to it by Seller during due diligence except those required by law or Buyer’s document retention or similar corporate policies. In the event that Buyer does not exercise its right to cancel this Agreement under this section as set forth in the preceding paragraph, then Seller shall be irrevocably entitled to retain Buyer’s deposits and the same shall become non-refundable, except in the event of Seller default or as may be otherwise set forth herein. The parties may, by written agreement, provide for extensions of the Inspection Period and, to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply deadline as extended conflicts with the confidentiality provisions of this Closing deadline set forth in Section 13.1511, such extensions shall control.

Due Diligence. The Loan Originator Seller acknowledges that Buyer, itself or through a Diligence Provider, has the Initial Noteholder 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 (but 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 Notes and Additional Note Principal Balances and may enter into transactions Mortgage Loans from Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Initial Noteholder Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments 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 shall provide the Servicer. The Loan Originator also shall make available Seller at least ten (10) Business Days to provide such requested information, and (B) if the Seller objects to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) provision to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure Buyer of any such information requested information, Buyer and the Seller shall work in good faith to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of resolve any such non-public informationobjection. The Noteholder Seller further agrees not to use any such nonthat Seller shall pay all out-public information for any purpose unrelated to this Agreement of-pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter ▇▇▇▇▇’s activities pursuant to comply with the confidentiality provisions of this Section 13.1516 (“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 an Event of Default.

Due Diligence. The Loan Originator acknowledges that (i) Optionor shall cause Optionor’s officers, employees, agents, independent accountants and advisors to furnish to Optionee and all agents, contractors, consultants, representatives and other persons designated by Optionee, at reasonable times and places, all information in their possession concerning the Initial Noteholder Property as may purchase Notes and Additional Note Principal Balances and may enter into transactions based solely upon the information provided by the Loan Originator to the Initial Noteholder in the Loan Schedule and the representations, warranties and covenants contained hereinbe requested, and that the Initial Noteholder, at its option, has the right prior give such persons access to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchasebooks, including without limitation ordering new credit reports on records, contracts and other documents of or pertaining to Optionor and the related Mortgaged Properties and otherwise re-generating Property that Optionor or its officers, employees, agents, independent accountants or advisors have in their custody. Optionor shall provide Optionee with its reasonable cooperation with Optionee’s efforts to obtain all appropriate or relevant information concerning the information used Property. (ii) Optionor shall use commercially reasonable efforts to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter obtain, prior to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and Due Diligence Date, reliance letters from any third party underwriter consultants who have prepared environmental, geotechnical, building condition or other reports in favour of Optionor, or any affiliate of Optionor in connection with the Property, which reliance letters shall entitle Optionee and its lenders to rely upon such underwritingreports as if they were original addressees thereof. Optionor confirms that it has no objection to Optionee retaining such consultants or any of them to provide supplemental reports addressed to Optionee updating their original reports. Optionee shall be responsible to pay any fee charged by any such third party consultant or consultants in respect of any such supplemental reports. (iii) Optionee and its representatives shall have until 11:59 p.m. on the fifteenth (15th) day following delivery of the Option exercise notice from Optionee to Optionor (the “Due Diligence Date”) to review the Due Diligence Documents and to satisfy itself as to all aspects of the Property. Optionee and its authorized representatives shall have access to the Property during the Due Diligence Period for the purposes of physical inspections thereof and to carry out prudent inspections of the Property, including, but not limited towithout limitation, providing (a) the Initial Noteholder and any third party underwriter with access to any improvements on the Property, and all documents, records, agreements, instruments or information relating to such Loans in systems servicing any improvement located on the possession, or under Property; and (b) the control, surface and subsurface (including groundwater) of the ServicerProperty by means of such soil tests, boreholes, test pits and other excavation as Optionee deems prudent. The Loan Originator also shall make available All examinations and inspections of the Property will be conducted in such manner so as not to unreasonably interfere with the Property. Optionee will repair any physical damage caused to the Initial Noteholder a knowledgeable financial Property by its acts or accounting officer for omissions or the purpose acts or omissions of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (persons conducting due diligence on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15behalf.

Due Diligence. Each of the Sellers, the Guarantor and the Servicer agrees to promptly provide the 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 Assets in the possession, or under the control, of the Servicer, the Guarantor or the Sellers. In addition, the Buyer has the right to perform continuing due diligence reviews of (x) the Sellers, the Guarantor, the Servicer, and their respective directors and officers, including, without limitation, the Sellers’, the Servicer’s and the Guarantor’s respective financial condition and performance of the Sellers’, the Guarantor’s and the Servicer’s obligations under the Program Documents, and (y) the Servicing File and the Purchased Assets. The Loan Originator acknowledges Sellers and the Guarantor shall also make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, the Sellers acknowledge that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may Buyer shall enter into transactions with the Sellers based solely upon the information provided by the Loan Originator Sellers to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchasePurchased Assets, including including, without limitation limitation, ordering new credit reports reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Assets. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with Servicer, the Initial Noteholder Guarantor and any third party underwriter the Sellers shall pay the Buyer’s out-of-pocket costs and expenses incurred by the Buyer in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans due diligence hereunder; provided that in the possession, or under the control, of no event shall the Servicer, the Guarantor and the Sellers be obligated to pay any such costs and expenses in excess of $50,000 per year. The Loan Originator also shall make available to Servicer, the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files Guarantor and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to Sellers shall pay the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15Buyer’s due diligence expenses.

Due Diligence. The Loan Originator Seller acknowledges that, at reasonable times and upon reasonable 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 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 any Originator, Seller, any Servicer or subservicer 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 and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and Buyer may enter into transactions Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Assets. The Initial Noteholder Buyer may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third third-party underwriter to perform such underwriting. The Loan Originator ▇▇▇▇▇▇ agrees to cooperate with the Initial Noteholder ▇▇▇▇▇ and any third third-party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third third-party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the ServicerSeller or any Originator. The Loan Originator also Seller shall make available reimburse Buyer for all due diligence costs relating to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose Buyer’s review of answering questions respecting the Loan Files any Purchased Asset (including, without limitation, legal costs, custodial fees and the Loansthird-party due diligence costs and fees). Each Noteholder agrees Buyer in good faith expects that (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder except with respect to the Loan Originator Purchased Assets that are secured by multiple Mortgaged Properties or any of its Affiliates (contain features that require more due diligence than customary, including, without limitation, unique property and/or funding characteristics, including, but not limited to, the Loan File); providedtable fundings, howevermezzanine debt/preferred equity/co-lending structures, that nothing herein shall prohibit the disclosure of Ground Leases, and condominiums) (a) initial loan-level due diligence costs with respect to any such information Purchased Asset (other than attorneys’ fees and expenses related to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, initial review of the Noteholder shall, prior related Purchased Asset Documents) will not be greater than $5,000 and (b) initial loan-level due diligence costs comprised of attorneys’ fees and expenses related to disclosure thereof, notify the Loan Originator initial review of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information the Purchased Asset Documents with respect to any third party underwriter Purchased Asset will be in an amount equal to approximately $7,500; provided that Seller is at all times obligated to reimburse Buyer for all such costs notwithstanding whether such costs exceed $5,000 or $7,500, as applicable. Seller shall pay for all of Buyer’s costs and expenses incurred in connection with a potential Disposition without on-site diligence visits; provided that such liability shall be limited to one (1) visit per year unless an Event of Default or Funding Termination Event has occurred. Unless an Event of Default has occurred and is continuing, (i) Seller shall be obligated to pay the costs for Appraisals required under Section 12(h)(iv)(A) and (ii) with respect to Appraisals required under Section 12(h)(iv)(B), Seller shall be obligated to pay costs for one (1) Appraisal per Purchased Asset per year if such Appraisal reflects an “as-is” appraised value that is less than the “as-is” appraised value reflected on the previous Appraisal; if such Appraisal reflects an “as-is” appraised value that is equal to or greater than the “as-is” appraised value reflected on the previous Appraisal, Buyer shall be obligated to pay for the costs of such Appraisal. ▇▇▇▇▇▇ agrees to cooperate with ▇▇▇▇▇ and any Independent Appraiser in connection with obtaining a written agreement from such third party underwriter Appraisals. ▇▇▇▇▇▇ agrees to comply pay all of ▇▇▇▇▇’s costs and expenses incurred in connection with the confidentiality provisions of this Section 13.15any Future Funding request.

Due Diligence. The Loan Originator acknowledges that Until the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may enter into transactions based solely upon distribution of the information provided by Underlying Securities, the Loan Originator to Agents, the Initial Noteholder in the Loan Schedule and the representationsPacific Road Entities, warranties and covenants contained hereintheir respective legal counsel, and that the Initial Noteholder, at its option, has the right prior technical consultants will be provided with timely access to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions all information reasonably required to permit them to conduct a partial or complete full due diligence review on some or all investigation of the Eligible Loans securing such purchaseCorporation and its business operations, including without limitation ordering new credit reports on properties, assets, affairs and financial condition. In particular, the related Mortgaged Properties and otherwise re-generating the information used Corporation will use its commercial reasonable best efforts to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder Agents, the Pacific Road Entities, their respective legal counsel, auditors and technical consultants, on a knowledgeable timely basis, all corporate and operating records, material contracts, reserve reports, technical reports, feasibility studies, financial or accounting officer for information, budgets, key officers, and other relevant information reasonably necessary in order to complete the purpose due diligence investigation of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself Corporation and its Affiliatesbusiness operations, properties, assets, affairs and financial condition for this purpose, and without limiting the scope of the due diligence inquiries the Agents or the Pacific Road Entities may conduct, to participate in one or more due diligence sessions to be held prior to the Time of Closing and prior to the time of filing the Prospectuses. The Corporation will also use commercially reasonable best efforts to make available its respective directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practicesemployees, and not to disclose to any third partyits legal, any non-public technical and accounting advisors. All information supplied to it or otherwise obtained requested by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited toAgents, the Loan File); providedPacific Road Entities, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement their respective counsel and that each such Noteholder shall not disclose such non-public information to any third party underwriter technical consultants in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply the due diligence investigations of the Agents and the Pacific Road Entities will be treated by the Agents, the Pacific Road Entities, their respective counsel and technical consultants as confidential and will only be used in connection with the confidentiality provisions Offering. The Agents and the Pacific Road Entities will rely on information prepared or supplied by the Corporation or other sources believed by the Agents or the Pacific Road Entities to be reliable and the Agents and the Pacific Road Entities will apply reasonable standards of this Section 13.15diligence to such work. However, the Agents and the Pacific Road Entities will be entitled to rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will be liable to the Corporation or the Corporation’s securityholders for any damages arising out of the inaccuracy or incompleteness of such information except as required by law.

Due Diligence. The (a) If the initial due diligence review with respect to a Mortgage Loan Originator acknowledges was performed by a Diligence Provider, there shall be no obligation for ongoing due diligence with respect to such Mortgage Loan; provided that Buyer shall have received a reliance letter from such Diligence Provider with respect to such Mortgage Loan. If the Initial Noteholder initial due diligence review with respect to a Mortgage Loan was not performed by a Diligence Provider, Sellers acknowledge that Buyer, itself or through a Diligence Provider, has the right to perform continuing due diligence reviews with respect to the Mortgage Loans. Sellers acknowledge that Buyer, itself or through a Diligence Provider, has the right to perform continuing due diligence reviews with respect to the Sellers and Guarantor, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Sellers agree 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. Without limiting the generality of the foregoing, Sellers acknowledge that Buyer may purchase Notes and Additional Note Principal Balances and may enter into transactions Mortgage Loans from Sellers based solely upon the information provided by the Loan Originator Sellers to the Initial Noteholder Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Initial Noteholder Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees Sellers agree to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder 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 ServicerSellers. The Loan Originator also Sellers further agree that Sellers shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files pay all out-of-pocket costs and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained expenses incurred by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s activities pursuant to comply with the confidentiality provisions of this Section 13.1516 (“Due Diligence Costs”) in an amount not exceed the Due Diligence Cap; provided that such Due Diligence Cap shall not apply upon the occurrence of an Event of Default.

Due Diligence. The Loan Originator 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 (x) Seller 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; provided, with respect to clause (x), unless required for loan-level due diligence or an Event of Default has occurred and is continuing, such on-site visits and/or on-site examinations shall be limited to one (1) per calendar year. 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 foregoing in computer data banks and 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 the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession, or under the control, of Seller. 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 purpose of answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may Purchaser shall enter into transactions Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Purchaser and/or Agent and the representations, warranties and covenants contained herein, and that the Initial NoteholderPurchaser and/or Agent, at its option, has shall have the right prior at any time to such purchase conduct itself or through its agents, or require Seller to conduct quality reviews and underwriting compliance reviews of the Notes individual Mortgage Loans at the expense of Seller. Any such diligence conducted by Purchaser and/or Agent shall not reduce or Additional Note Principal Balance therein or such Transactions limit the Seller’s representations, warranties and covenants set forth herein. Seller agrees to conduct a partial or complete reimburse Purchaser and/or Agent for all reasonable out-of-pocket due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties costs and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated expenses incurred pursuant to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.1536.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder 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 and such other information regarding such Persons or the Purchased Assets that Buyer may request and Seller, Servicer or such other Person shall have in their possession or control, 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. Notwithstanding the foregoing, subject to review and approval of the Third Party Reviewer procedures, Buyer shall be entitled to rely upon a due diligence review prepared by a Third Party Reviewer with respect to Mortgage Loans that are Non-Agency Loans so long as (x) Buyer receives such due diligence review directly from such Third Party Reviewer and (y) such due diligence review was conducted within [***] of the related Purchase Date, or such other time period as agreed between the Buyer and the Seller. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Notes Purchased Assets from Seller and Additional Note Principal Balances and may enter into transactions additional Transactions with respect to the Mortgage Loans based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Loan Asset Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation limitation, ordering broker’s price opinions, new credit reports and new appraisals and/or AVMs on the related Mortgaged Properties with respect to the Mortgage Loans and otherwise re-generating the information used to originate such Mortgage Loan. The Initial Noteholder Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with Buyer and the Initial Noteholder Third Party Reviewer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and the Initial Noteholder Third Party Reviewer 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 ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such nonthat Seller shall pay all out-public information for any purpose unrelated to this Agreement of-pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s activities pursuant to comply with the confidentiality provisions of this Section 13.1519; provided that such costs and expenses are in connection with such activities that are incremental to the due diligence review of the Mortgage Loans performed by Seller and described in the related due diligence materials delivered by Seller to Buyer (upon which Buyer may rely). Buyer may, based on such due diligence, require to change contractual terms and add protections it deems, in its absolute discretion, necessary to protect its rights in the Mortgage Loans.

Due Diligence. The Loan Originator acknowledges that (a) Landlord hereby agrees to deliver, within ten (10) days after the Initial Noteholder may purchase Notes Effective Date, (via an online drop-box) to Tenant all topographical, engineering, environmental and Additional Note Principal Balances other studies, surveys, engineering plans, development agreements, licenses, permits, plans, existing title commitments and may enter into transactions based solely upon the information provided by the Loan Originator other like materials with regard to the Initial Noteholder Entire Development, in Landlord’s possession or reasonable control (however, Landlord shall not be required to provide Tenant with any financial pro formas of Landlord). (b) During the Loan Schedule Due Diligence Period and the representationsEntitlement Period, warranties Tenant may make such surveys, inspections and covenants contained hereintests of and/or reports and other documents concerning the Entire Development as Tenant may reasonably desire, and that the Initial Noteholderwith such activities being conducted by ▇▇▇▇▇▇, at its option, has the right prior ▇▇▇▇▇▇’s sole cost and expense. Because Tenant is not entitled to such purchase possession of the Notes Premises until the Delivery Date, Tenant agrees that Tenant shall notify Landlord no less than one (1) business day in advance (which notice may be telephonic or Additional Note Principal Balance therein by email) of any on-site tests or inspections so that Landlord can authorize Tenant’s inspectors, as agents of Landlord, to access the Premises for such Transactions to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties on-site tests and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwritinginspections, including, but not limited towithout limitation, providing the Initial Noteholder having borings, hydrologic, environmental, soils and any third party underwriter with access to any and all documentsother pre-development studies, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officersanalyses and/or tests undertaken by Tenant’s agents, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates and/or contractors (including, but not limited tocollectively, the Loan File"Inspections"); provided. Provided, however, that nothing herein any intrusive tests and/or inspections shall prohibit be subject to the disclosure Landlord’s prior written approval, to be granted or withheld in Landlord’s sole discretion, as to the nature and scope thereof. All persons accessing the Premises to conduct tests and inspections shall be required to provide evidence of comprehensive liability insurance in an amount of not less than $2,000,000 per occurrence and $4,000,000 in the aggregate, together with property damage of not less than $2,000,000 and shall deliver a certificate of such insurance coverage to Landlord. All Inspections shall be performed at Tenant’s expense but without liability for payment of Rent or of any such information other charges required to be paid by Tenant hereunder, but otherwise subject to the extent required terms and conditions of this Lease. Tenant agrees to indemnify, defend and hold Landlord harmless from and against any and all liabilities, obligations, claims, demands, losses, damages, actions or causes of action, reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees andcostsand costs) imposed upon or incurred by statuteor asserted against Landlord by reason of, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court orderdirectly related to, the Noteholder shallInspections, but such indemnification shall not apply to any liability related to the negligence of Landlord, nor to any liability that may arise from Tenant discovering and/or reporting any conditions affecting the Premises (including, without limitation, the presence of hazardous materials or substances or any other environmental contamination). Tenant’s indemnity obligation in this Section shall survive any termination of this Lease. Tenant may cancel this Lease at any time during the Due Diligence Period for any reason by providing written notice to Landlord prior to disclosure thereof, notify the Loan Originator expiration of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15.Due Diligence Period.‌‌‌

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder 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 (but 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 Notes and Additional Note Principal Balances and may enter into transactions Mortgage Loans from the Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation limitation, ordering broker’s price opinions new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Initial Noteholder Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder 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 ServicerSeller. The Loan Originator also Seller further agrees that the Seller shall make available pay all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees this Section 26 (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File“Due Diligence Costs”); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder Due Diligence Costs shall not disclose such non-public information exceed $15,000 per calendar year unless a Default or Event of Default shall have occurred, in which event Buyer shall have the right to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with perform due diligence, at the confidentiality provisions sole expense of this Section 13.15Seller.

Due Diligence. The Loan Originator (a) Each Borrower acknowledges that Lender has the Initial Noteholder right to perform continuing due diligence reviews on all proposed Rental Properties and Financed Rental Properties, each Borrower Party and Guarantor, including financial information, organization documents, business plans, purchase agreements and underwriting purchase models for each pool of Rental Properties, for purposes of verifying compliance with the representations, warranties and specifications made hereunder or otherwise, and each Borrower agrees that (i) upon reasonable prior notice to Borrowers, unless an Event of Default shall have occurred, in which case no notice is required, Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of the Property Files and any and all documents, records, agreements, instruments or information relating to such Rental Property (the “Due Diligence Documents”) in the possession or under the control of any Borrower Party and/or Guarantor and/or the Custodian, or (ii) upon reasonable request, Borrowers shall create and deliver to Lender within five (5) Business Days of such request, an electronic copy via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇-▇▇@▇▇▇▇▇▇.▇▇▇, in a format acceptable to Lender, of such Due Diligence Documents as Lender may purchase Notes request. Borrowers also shall make available, and Additional Note Principal Balances cause each other Borrower Party and Guarantor to make available, to Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Property Files and the Rental Property. (b) Borrowers agree to pay all reasonable out‑of‑pocket costs and expenses incurred by Lender in connection with Lender’s activities pursuant to this Section 19; provided that prior to the occurrence of an Event of Default that is continuing, Borrowers shall not be obligated to pay to Lender more than the applicable Due Diligence Cap in connection with (x) Lender’s due diligence of (x) proposed Rental Properties and Financed Rental Properties under this Section 19 (with the exception of any costs incurred in connection with (i) obtaining BPOs in respect of such Rental Property in accordance with this Agreement, (ii) the lien and litigation searches conducted from time to time on Rental Properties that are Eligible Non-Mortgaged Rental Properties, or (iii) the costs incurred in connection with the review of the Lender’s Title Insurance Policies procured with respect to the Financed Rental Properties that are subject to a Mortgage, none of which costs shall be subject to the Due Diligence Cap) and (y) Lender’s due diligence reviews of Borrower Parties and Guarantor. (c) Without limiting the generality of the foregoing, each Borrower acknowledges that Lender may enter into transactions make Advances (including Incremental Advances) to Borrowers secured by Collateral based solely upon the information provided by the Loan Originator Borrowers to the Initial Noteholder Lender in the Loan Asset Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderLender, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchaseRental Properties pledged to secure an Advance, including without limitation (i) ordering BPOs, new credit reports reports, lien searches and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage Rental Property, (ii) conducting diligence on a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwritingSample Set, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, which diligence shall include a review of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer BPOs for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15.Sample Set,

Due Diligence. 6.1 The Loan Originator acknowledges Parties shall be allowed up to and including the Closing Date, which shall be referred to as the “Due Diligence Period”, to satisfy themselves that: 1. the title to the City Property and the ROW Property are good and free from restrictions, mortgages, charges, liens and encumbrances except as otherwise specifically provided in this Agreement and save and except for: (i) any registered restrictions or covenants that run with the City Property, provided that such have been complied with, (ii) any registered municipal agreements and agreements with publicly regulated utilities, provided that such have been complied with, (iii) any easements and rights-of-way, provided that such have been complied with, (iv) any qualifications, reservations, provisos and limitations contained in or imposed by any applicable statute and/or any authority having jurisdiction over the City Property provided that such have been complied with, (v) any discrepancies in title or possession which would be disclosed by an up-to-date survey; and 2. there are no outstanding orders, deficiency notices or directives issued by any federal, provincial or municipal authority affecting the City Property and ROW Property. 6.2 If, within the Due Diligence Period, the Parties notify each other or their Solicitors of any valid objection to title or to any outstanding order, deficiency notice or directive or to the fact that the Initial Noteholder present use of the City Property and ROW Property may purchase Notes not be lawfully continued and Additional Note Principal Balances which the Parties are unable or, in their discretion, determine not to remove, remedy or satisfy and which the Parties will not waive, this Agreement shall, notwithstanding any intermediate acts or negotiations in respect of any such matter, be at an end. Save as to any valid objection so made within the Due Diligence Period, and except for any objection going to the root of the title, the Parties shall be conclusively deemed to have accepted the Parties’ title to the City Property and ROW Property. 6.3 Subject to Sections 6.1 and 6.2, the Parties covenant and agree to discharge any registered liens, mortgages or charges affecting the City Property or the ROW Property at their own expense on or before the Closing Date. 6.4 The Parties shall not call for the production of any title deed, abstract, survey or other evidence of title to the City Property or ROW Property except as are in the control or possession of the Parties. The Parties agree that the Parties will deliver any sketch or survey of the City Property or ROW Property in the Parties’ control or possession to the Parties as soon as practicable and prior to the last day allowed for examining title to the City Property or ROW Property. 6.5 The Parties shall, upon request, forthwith deliver letters in a form satisfactory to the Parties addressed to such governmental authorities as may enter into transactions based solely upon the information provided be reasonably requested by the Loan Originator Parties or their solicitors authorizing the release of any information as to compliance matters which such governmental authorities may have pertaining to the Initial Noteholder in City Property or the Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial Noteholder, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File)ROW Property; provided, however, that nothing herein contained shall prohibit be deemed to authorize or permit the disclosure Parties to request any governmental or municipal inspections of the City Property or ROW Property. If this Agreement is not completed the Parties shall keep any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees strictly confidential and shall not to use any such non-public information it for any purpose unrelated to whatsoever. 6.6 There is no condition, representation or warranty of any kind, express or implied, that the condition of the City Property or ROW Property shall be appropriate for any particular use, unless expressly set out herein, or that the present use by the Parties or the future intended use by the Parties is or will be lawful or permitted, or that any sketch or survey delivered by the Parties is complete or accurate. Without limiting the generality of the foregoing, this Agreement and that each such Noteholder shall not disclose such non-public information be affected by any change in the zoning or use of the Exchange Properties prior to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15completion.

Due Diligence. The Loan Originator acknowledges that (a) Buyer shall have until June 16, 2010 (the Initial Noteholder may purchase Notes “Due Diligence Period”) within which to conduct such due diligence activities, inspections, and Additional Note Principal Balances studies of the Purchased Assets as it deems necessary or appropriate, and may enter into transactions based solely upon the information provided by the Loan Originator examine and investigate to its full satisfaction all facts, circumstances, and matters relating to the Initial Noteholder in the Loan Schedule and the representationsPurchased Assets that Buyer deems necessary or appropriate for purposes of consummating this transaction (collectively, warranties and covenants contained herein, and that the Initial Noteholder“Buyer’s Due Diligence”). (b) Buyer, at its optionBuyer’s sole cost and expense, has shall retain such professional consultants as Buyer may deem appropriate to assist Buyer in Buyer’s Due Diligence. Seller, at no cost to itself but without charge to Buyer, shall execute and deliver such authorizations and consents as reasonably may be necessary to Buyer’s conduct of Buyer’s Due Diligence. (c) During the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchaseDue Diligence Period, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also Seller shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself Buyer and its Affiliates, directors, officers, employees agents and representatives, or provide Buyer and its representatives with, copies of any and all documents such as records, leases, agreements, permits and licenses, studies (e.g., environmental, archaeological, appraisal, survey, etc.), contracts and tenant leases and licenses, real property tax records, legal settlement documents, and title-related documents, that relate to the Purchased Assets and are in Seller’s possession or control or which are readily available. (d) to use reasonable precaution to keep confidentialOn or before 5:00 p.m. (Hawaii Standard Time) on the last day of the Due Diligence Period, Buyer shall advise Seller, in accordance writing, if Buyer intends to proceed with its customary procedures for handling confidential information the transaction or advise Seller if Buyer intends not to proceed with the transaction, subject to the Financing Contingency, or advise Seller, in writing, if Buyer intends not to proceed with the transaction. (e) Buyer assumes the sole risk of all of Buyer’s costs and in accordance with safe and sound practicesexpenses of Buyer’s Due Diligence, and Seller shall have no liability for any such costs and expenses. (f) Buyer shall indemnify and hold Seller harmless from and against any and all loss, cost, injury and damage, including reasonable attorney’s fees, arising out of, resulting from, or in any way connected with Buyer’s Due Diligence. (g) Termination of this Agreement shall not to disclose to relieve any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any party of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure liability for a breach of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator provision of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each before such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15termination.

Due Diligence. The Loan Originator acknowledges that (a) Promptly after the Initial Noteholder may purchase Notes full execution of this Agreement, Seller shall deliver copies of the following documents to Buyer, to the extent in Seller's possession or control: (i) all Leases currently in effect, (ii) all existing environmental reports for the Property, (iii) the latest, full size survey of the Property, (iv) construction drawings for the Property, if any, (v) title reports, together with copies of all title exception documents, (vi) metes and Additional Note Principal Balances bounds description of the Land, (vii) annual operating expense reports and may enter into transactions based solely upon tax bills for the information provided past three years, (viii) utility bills for the past twelve (12) months, (ix) information, on a tenant by tenant basis, setting forth the reimbursements paid by each tenant for common area maintenance charges, taxes and insurance, together with a supporting schedule of expenses for the Property, (x) a list and description of all rent delinquencies as of the date hereof, (xi) all existing service contracts currently affecting the Property, (xii) any plans or proposals submitted or reviewed by the local authorities regarding potential expansion or development of the Property, (xiii) the Loan Originator Documents, together with any correspondence sent to or received from Lender in respect of the Property during the preceding three (3) years. (b) Buyer shall have the right, at any time after the Effective Date, to inspect the Property, and to investigate existing zoning, the physical, structural and environmental condition of the Property, the compliance of the Property with Laws, the rental income and recoveries listed in the rent roll, the operating expenses, taxes and other costs of operating the Property, and any other factors Buyer deems relevant in determining whether to purchase the Property. For purposes of conducting such inspections and studies, Buyer shall have access to the Initial Noteholder Property at all reasonable times, subject to Section 5(d) below. (c) Buyer may terminate this Agreement, for any reason or for no reason at all, in Buyer's sole discretion, on notice to Seller and Escrow Agent given at any time during the Loan Schedule Due Diligence Period, which notice may be given by email to ▇▇▇▇▇@▇▇▇▇.▇▇▇ and to ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, with a copy concurrently sent by facsimile to Mssrs. Vith and ▇▇▇▇▇ at their facsimile numbers set forth herein. In the representationsevent of such termination, warranties and covenants contained Escrow Agent shall return the Deposit to Buyer, whereupon, except as expressly provided herein, this Agreement and that the Initial Noteholder, at its option, has the right prior to such purchase all rights and obligations of the Notes or respective parties hereunder shall be null and void. If Buyer does not elect to terminate this Agreement pursuant to this Section 5(c) within the Due Diligence Period, Buyer shall conclusively be deemed to have waived its right of termination under this Section 5(c), the Deposit shall be non-refundable, except as otherwise expressly provided hereunder, and Buyer shall post the Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all Deposit with Escrow Agent no later than two (2) business days after the expiration of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties Due Diligence Period. When wired to and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate deposited with the Initial Noteholder Escrow Agent, the Additional Deposit will be non-refundable, except as otherwise expressly provided hereunder. (d) Upon not less than two business days prior written notice to Seller, Seller shall permit Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder its agents and any third party underwriter with consultants access to any and all documents, records, agreements, instruments or information relating the Property from time to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer time for the purpose of answering questions respecting undertaking surveys and engineering, environmental, soils, wetlands and other similar tests, borings, drillings and studies, provided Buyer promptly repairs any damage to the Loan Files Property caused by such entry and restores the LoansLands to the condition that existed prior to such entry. Each Noteholder agrees (on behalf Seller shall cooperate with Buyer and enforce provisions of itself Leases if necessary in order to facilitate entry by Buyer into tenant spaces as reasonably required by Buyer. Buyer shall hold and save Seller harmless from and against any and all loss, cost, damage, injury or expense arising out of or in any way related to the acts or omissions of Buyer, its Affiliates, directors, officersagents, employees and representativesconsultants, relating to any such entry, and such obligation shall survive the termination of this Agreement, except that Buyer shall not be liable for costs or damages resulting from Buyer's discovery or exacerbation of pre-existing conditions, absent Buyer's negligence. Prior to any such entry, Buyer shall furnish to Seller evidence that Buyer (or its respective contractors entering onto the Property to perform borings, drillings or other intrusive testings) has procured comprehensive liability insurance from an insurer authorized to do business in the Commonwealth of Pennsylvania which is reasonably acceptable to Seller protecting Seller from claims for bodily injury or death in single limit amount of not less than $1,000,000, naming Seller as an additional insured. Such insurance shall provide that at least thirty (30) days' notice of termination, cancellation, modification or lapse of coverage shall be given to Seller. The indemnification provision contained in this Section 5(d) shall survive the termination of this Agreement and/or the closing of title. (e) Buyer will provide Seller with copies of any environmental reports of the Property prepared for Buyer. Buyer will keep confidential and not disclose to third parties all environmental reports of the Property prepared for or delivered to Buyer, except for disclosures (i) to use reasonable precaution Buyer's consultants, agents, representatives, employees and third parties needing to keep confidentialknow such information, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practicesprovided all such parties agree to maintain the confidentiality of such reports, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent ii) required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15law.

Due Diligence. The Loan Originator acknowledges that (a) From the Initial Noteholder may purchase Notes Effective Date until the date thirty (30) days after the Effective Date, but not later than the Closing Date (the "Inspection Period"), Seller shall allow Buyer, its agents and Additional Note Principal Balances and may enter into transactions based solely upon the information provided by the Loan Originator consultants access to the Initial Noteholder Real Property upon not more than 24 hours' advance telephonic notice for the purposes of conducting surveys, tests, and inspections, provided that they shall be conducted in such a manner as not to unreasonably interfere with normal business operations on the Loan Schedule Real Property. Such inspections may include, without implied limitation, inspections and investigations relating to the general building, the sewage disposal system, the water and water distribution systems, the heating and air conditioning systems, power distribution, roof, foundation, soils and the representationspresence of radon, warranties asbestos, hydrocarbons or other contaminants. All inspections and covenants contained hereininvestigations shall be conducted at Buyer's cost. All inspections and investigations shall be conducted by qualified professionals in accordance with applicable legal requirements. Unless Buyer acquires the Real Property, Buyer shall promptly restore the Real Property to its prior condition. Buyer agrees to indemnify and that hold Seller harmless from all liability, loss, cost, damage or expense arising from the Initial Noteholderconduct of any such survey, test, or inspection by Buyer or Buyer's agents or contractors. Buyer (i) shall permit a representative of Seller to accompany Buyer on any interviews with tenants or governmental agencies; (ii) shall not permit any inspections, investigations or other due diligence activities to result in any liens, judgments or other encumbrances being filed against the Real Property and shall, at its optionsole cost and expense, has promptly discharge of record any such liens or encumbrances that are so filed or recorded; (iii) shall not permit any borings, drillings or samplings to be done without the right prior written consent of Seller; (iv) shall maintain, with insurance companies satisfactory to such purchase Seller, a policy of the Notes or Additional Note Principal Balance therein or such Transactions to conduct comprehensive general public liability insurance, with a partial or complete due diligence review on some or all broad form contractual liability endorsement covering Buyer's indemnification obligations hereunder, and with a combined single limit of the Eligible Loans securing such purchasenot less than $1,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including without limitation ordering new credit reports on the related Mortgaged Properties owned and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage hired vehicles with a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder combined single limit of $1,000,000 per occurrence for bodily injury and any third party underwriter in connection with such underwritingproperty damage, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any an excess umbrella liability policy for bodily injury and all documents, records, agreements, instruments or information relating to such Loans property damage in the possessionamount of $5,000,000, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself insuring Seller and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any affiliates as additional insureds (certificates of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein which shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15.be

Due Diligence. The Loan Originator (a) Each Seller acknowledges that Purchaser has the Initial Noteholder right to perform continuing due diligence reviews with respect to the Purchased Assets, each Seller, Guarantor and the Servicer for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Each Seller agrees that upon reasonable prior notice, such Seller shall provide (or shall cause Guarantor or Servicer to provide) reasonable access to Purchaser and any of its agents, representatives or permitted assigns to the offices of such Seller, Guarantor or Servicer, as applicable, during normal business hours and permit them 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 the Purchased Assets in the possession or under the control of such party. (b) Each Seller agrees that it shall, promptly upon reasonable request of Purchaser, deliver (or shall cause to be delivered) to Purchaser and any of its agents, representatives or permitted assigns copies of any documents permitted to be reviewed by Purchaser in accordance with the Article 26(a). (c) Each Seller agrees to make available (or to cause Guarantor or Servicer, as applicable, to make available) to Purchaser and any of its agents, representatives or permitted assigns at the time of any inspection pursuant to Article 26 or by phone, as applicable, a knowledgeable financial or accounting officer of the applicable Seller, Guarantor or Servicer, as the case may purchase Notes and Additional Note Principal Balances and be, for the purpose of answering questions about any of the foregoing. (d) Without limiting the generality of the foregoing, each Seller acknowledges that Purchaser may enter into transactions Transactions with such Seller based solely upon the information provided by the Loan Originator such Seller to the Initial Noteholder in the Loan Schedule Purchaser and the representations, warranties and covenants contained herein, and that the Initial NoteholderPurchaser, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Assets. The Initial Noteholder Purchaser may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third third-party underwriter to perform such underwriting. The Loan Originator ▇▇▇▇▇▇ agrees to cooperate with the Initial Noteholder ▇▇▇▇▇▇▇▇▇ and any third third-party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Purchaser and any third third-party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the Servicer. The Loan Originator also shall make available such Seller. (e) Each Seller agrees to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (reimburse Purchaser on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information demand for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter all actual costs and expenses (including reasonable attorneys’ fees and disbursements) reasonable incurred by Purchaser in connection with a potential Disposition without obtaining a written agreement from such third party underwriter its activities pursuant to comply with the confidentiality provisions of this Section 13.15Article 26.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder right to perform continuing due diligence reviews with respect to the Purchased Assets, Seller, Collateral Administrator and other parties which may be involved in or related to Transactions (Collateral Administrator and other parties, 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. Seller agrees that upon reasonable prior notice to Seller or Collateral Administrator, 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 Seller or Collateral Administrator; provided however, that (x) unless an Event of Default or Credit Event has occurred and is continuing, Buyer shall not conduct more than one (1) such review during any one (1) year period and (y) Seller shall only be obligated to use commercially reasonable efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. Seller shall and shall request that Collateral Administrator also make available to Buyer upon reasonable prior notice 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 Notes and Additional Note Principal Balances and may enter into transactions Purchased Assets from Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Loan Asset Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior at any time to such purchase of the Notes request Collateral Administrator or Additional Note Principal Balance therein or such Transactions to cause its agent to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchasePurchased Assets purchased in a Transaction, including including, without limitation limitation, ordering new credit reports Qualified Appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Asset and reviewing intercreditor agreements, property management agreements, formation documents of the property owners and their direct and indirect owners, financial statements, environmental and engineering reports, underlying title policies including owner’s and UCC-9 title insurance policies, legal opinions and other documents as may be mutually agreed among Seller and Buyer. The Initial Noteholder For the avoidance of doubt, Collateral Administrator’s obligation to provide such due diligence to Buyer shall not preclude Buyer’s right to perform due diligence on the Purchased 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. Buyer may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees Seller shall cooperate and shall use commercially reasonable efforts to cause Collateral Administrator to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of Seller or Collateral Administrator. Notwithstanding the Servicer. The Loan Originator also foregoing, Collateral Administrator shall make available not have any obligation to conduct due diligence pursuant to this paragraph (but shall be required to provide the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files documents and the Loans. Each Noteholder agrees (on behalf of itself and other information in its Affiliates, directors, officers, employees and representativespossession pursuant hereto) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder unless prior agreement has been reached with respect to compensation to be paid to Collateral Administrator for the Loan Originator or any of its Affiliates (includingrequested underwriting services to be conducted. Seller further agrees that it shall pay, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required Seller has received an invoice therefor, all out-of-pocket costs and expenses incurred by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s activities pursuant to comply with the confidentiality provisions of this Section 13.1517.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder may purchase Notes right to perform continuing due diligence reviews with respect to the Purchased Loans, for purposes of verifying compliance with the representations, warranties and Additional Note Principal Balances 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 Buyer has the right to request, at Seller’s expense, an Appraisal for any Mortgaged Property securing a Purchased Loan that shall have been subject to a Credit Event. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into transactions Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, Master Repurchase Agreement Resource Capital 70 warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Loans. The Initial Noteholder Buyer may underwrite such Purchased Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to reasonably cooperate with the Initial Noteholder Buyer and any third party underwriter reasonably acceptable to Seller in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, financial models, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of the ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such non-public information that Seller shall reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such nonall reasonable out-public information to any third party underwriter of-pocket costs and expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s activities pursuant to comply with the confidentiality provisions of this Section 13.1527 on or before the Purchase Date for any Purchased Loan or within ten (10) days after Buyer shall reject any prospective New Collateral.

Due Diligence. The Loan Originator Seller acknowledges that Buyers have the Initial Noteholder may purchase Notes right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and Additional Note Principal Balances specifications made hereunder, or otherwise, and Seller agrees that upon prior written notice to Seller, Buyers or their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Purchased Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased 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 Buyers 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 Buyers may enter into transactions Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyers and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyers, at its their option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Assets. The Initial Noteholder Buyers may underwrite such Purchased Loans itself themselves or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to reasonably cooperate with the Initial Noteholder Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyers and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such non-public information that Seller shall reimburse Buyers for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such nonall out-public information to any third party underwriter of-pocket costs and expenses reasonably incurred by Buyers in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyers' activities pursuant to comply with the confidentiality provisions of this Section 13.1525 following an Event of Default.

Due Diligence. The Loan Originator Borrower acknowledges that the Initial Noteholder Lender has the right to perform continuing due diligence reviews with respect to the SBA Loans (which may purchase Notes include obtaining appraisals and Additional Note Principal Balances performing compliance, legal, credit and servicing file reviews) for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Borrower agrees that upon reasonable (but no less than five (5) Business Days’) prior notice to Borrower (unless a Default shall have occurred, in which case no prior notice shall be required), the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the SBA Loan Files and any and all documents, records, agreements, instruments or information relating to such SBA Loans in the possession or under the control of Borrower. Borrower also shall make available to the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the SBA Loan Files and the SBA Loans. Without limiting the generality of the foregoing, Borrower acknowledges that the Lender may enter into transactions make Advances to Borrower based solely upon the information provided by the Loan Originator Borrower to the Initial Noteholder Lender in the Loan Schedule Asset Tape and the representations, warranties and covenants contained herein, and that the Initial NoteholderLender, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible SBA Loans securing such purchaseAdvance, including including, without limitation limitation, ordering new credit reports and new appraisals on the related Mortgaged Pledged Properties and otherwise re-re- generating the information used to originate such SBA Loan. The Initial Noteholder Lender may underwrite such SBA Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Borrower agrees to cooperate with the Initial Noteholder Lender and any third party underwriter in connection with such underwriting, ​ ​ ​ including, but not limited to, providing the Initial Noteholder Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such SBA Loans in the possession, or under the control, of the ServicerBorrower. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Borrower further agrees not to use any such non-public information that Borrower shall reimburse the Lender for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such nonall reasonable and documented out-public information to any third party underwriter of-pocket costs and expenses incurred by the Lender in connection with a potential Disposition without obtaining a written agreement from the Lender’s activities pursuant to this Section 14; provided that prior to the occurrence of an Event of Default, such third party underwriter reimbursement shall not exceed $25,000 for any one (1) year period (excluding any reimbursement for due diligence conducted prior to comply the Effective Date or otherwise associated with the confidentiality provisions initial closing and funding of this Section 13.15Loan Agreement).

Due Diligence. The Loan Originator Subject to Section 14(z) and the limitations contained in the Pricing Side Letter and the EPF Pricing Side Letter, (i) 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 (x) Seller 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 and (ii) 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 foregoing in computer data banks and 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 the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession, or under the control, of Seller. 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 purpose of answering questions respecting any of the foregoing. Without limiting the generality of the foregoing, Seller acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may Purchaser shall enter into transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Purchaser and/or Agent and the representations, warranties and covenants contained herein, and that the Initial NoteholderPurchaser and/or Agent, at its option, has shall have the right prior at any time to such purchase conduct itself or through its agents, or require Seller to conduct quality reviews and underwriting compliance reviews of the Notes individual Mortgage Loans at the expense of Seller. Any such diligence conducted by Purchaser and/or Agent shall not reduce or Additional Note Principal Balance therein or such Transactions limit the Seller's representations, warranties and covenants set forth herein. Seller agrees to conduct a partial or complete reimburse Purchaser and/or Agent for all reasonable out‑of‑pocket due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties costs and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated expenses incurred pursuant to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15.36. 1041 4689

Due Diligence. The Loan Originator acknowledges that Inspection Period (herein so called) commenced on the Initial Noteholder may purchase Notes date hereof and Additional Note Principal Balances and may enter into transactions based solely upon shall continue until the information provided by the Loan Originator close of business on August 31, 2007. Prior to the Initial Noteholder in end of the Loan Schedule Inspection Period, Buyer shall complete its examination of and shall satisfy itself with the representations, warranties and covenants contained herein, and that condition of title to the Initial Noteholder, Subject Interests at its optionown expense. However, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also (a) Seller 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 Initial Noteholder Subject Interests and access to each property for a knowledgeable financial or accounting officer 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 the due diligence efforts. Seller shall make reasonable efforts to obtain any consents needed under contractual confidentiality provisions, if any, and, in 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 purpose convenience of answering questions respecting Buyer only and shall not form the Loan Files sole basis of Buyer’s decision to purchase the Subject Interests or in any way alter, alleviate, waive, void or reduce Buyer’s obligation to examine and satisfy itself with the Loanscondition of title to the Subject Interests. Each Noteholder agrees (on behalf of itself and its AffiliatesSeller will, directorsat Seller's expense, officers, employees and representatives) to use reasonable precaution diligence to keep confidentialobtain 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, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practicesassignment, and not transfer to disclose to any third partyBuyer of the Subject Interests. As used herein, any non-public information supplied to it or otherwise obtained by it hereunder “Representative,” with respect to the Loan Originator a particular person or entity, means any director, officer, employee, agent, consultant, advisor other representative of its Affiliates (includingsuch person or entity, but not limited toincluding legal counsel, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement accountants and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15financial advisors.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder may purchase Notes right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and Additional Note Principal Balances 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, Repo Servicer, any other servicer or sub-servicer and/or the Custodian. ▇▇▇▇▇▇ agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets during the term of this Agreement, which shall be paid by Seller to Buyer within five (5) days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Purchased Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that ▇▇▇▇▇ may enter into transactions Transactions with Seller based solely upon the 119 information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Assets. The Initial Noteholder Buyer may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator ▇▇▇▇▇▇ agrees to cooperate with the Initial Noteholder ▇▇▇▇▇ and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such non-public information that Seller shall reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter all attorneys’ fees, costs and expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder 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 Notes Mortgage Loans from Seller and Additional Note Principal Balances and may enter into transactions additional Transactions with respect to the Purchased Mortgage Loans based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Loan Asset Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Purchased Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation limitation, ordering new credit reports and 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. The Initial Noteholder Buyer may underwrite such Purchased Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder and Buyer or any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter Buyer 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 ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such nonthat Seller shall pay all out-public information for any purpose unrelated to this Agreement of-pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer’s due diligence activities pursuant to comply with the confidentiality provisions of this Section 13.1520. Section 21.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder may purchase Notes right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and Additional Note Principal Balances 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 Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Assets. The Initial Noteholder Buyer may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the ServicerSeller. The Loan Originator also shall make available Upon a written demand therefor by Buyer to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its AffiliatesSeller, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any that Seller shall promptly (but in no event later than ten (10) Business Days of such non-public information a demand) reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter all reasonable attorneys’ fees, costs and expenses of outside counsel incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. The Loan Originator Seller acknowledges that, at reasonable times and upon reasonable 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 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 any Originator, Seller, any Servicer or subservicer 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 and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and Buyer may enter into transactions Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Assets. The Initial Noteholder Buyer may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third third-party underwriter to perform such underwriting. The Loan Originator ▇▇▇▇▇▇ agrees to cooperate with the Initial Noteholder ▇▇▇▇▇ and any third third-party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third third-party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the ServicerSeller or any Originator. The Loan Originator also Seller shall make available reimburse Buyer for all due diligence costs relating to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose Buyer’s review of answering questions respecting the Loan Files any Purchased Asset (including, without limitation, legal costs, custodial fees and the Loansthird-party due diligence costs and fees). Each Noteholder agrees Buyer in good faith expects that (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder except with respect to the Loan Originator Purchased Assets that are secured by multiple Mortgaged Properties or any of its Affiliates (contain features that require more due diligence than customary, including, without limitation, unique property and/or funding characteristics, including, but not limited to, the Loan File); providedtable fundings, howevermezzanine debt/preferred equity/co-lending structures, that nothing herein shall prohibit the disclosure of Ground Leases, and condominiums) (a) initial loan-level due diligence costs with respect to any such information Purchased Asset (other than attorneys’ fees and expenses related to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, initial review of the Noteholder shall, prior related Purchased Asset Documents) will not be greater than $5,000 and (b) initial loan-level due diligence costs comprised of attorneys’ fees and expenses related to disclosure thereof, notify the Loan Originator initial review of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement the Purchased Asset Documents and that each such Noteholder shall not disclose such non-public information insurance review with respect to any third party underwriter Purchased Asset will be in an amount equal to approximately $7,50010,000; provided that Seller is at all times obligated to reimburse Buyer for all such costs notwithstanding whether such costs exceed $5,000 or $7,500, as applicable10,000. Seller shall pay for all of Buyer’s costs and expenses incurred in connection with a potential Disposition without on-site diligence visits; provided that such liability shall be limited to one (1) visit per year unless an Event of Default or Funding Termination Event has occurred. Unless an Event of Default has occurred and is continuing, (i) Seller shall be obligated to pay the costs for Appraisals required under Section 12(h)(iv)(A) and (ii) with respect to Appraisals required under Section 12(h)(iv)(B), Seller shall be obligated to pay costs for one (1) Appraisal per Purchased Asset per year if such Appraisal reflects an “as-is” appraised value that is less than the “as-is” appraised value reflected on the previous Appraisal; if such Appraisal reflects an “as-is” appraised value that is equal to or greater than the “as-is” appraised value reflected on the previous Appraisal, Buyer shall be obligated to pay for the costs of such Appraisal. ▇▇▇▇▇▇ agrees to cooperate with ▇▇▇▇▇ and any Independent Appraiser in connection with obtaining a written agreement from such third party underwriter Appraisals. ▇▇▇▇▇▇ agrees to comply pay all of ▇▇▇▇▇’s costs and expenses incurred in connection with the confidentiality provisions of this Section 13.15any Future Funding request.

Due Diligence. The Loan Originator Each Seller Party acknowledges that Buyer has the Initial Noteholder 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 (collectively, “Third Party Transaction Parties”), as deemed appropriate by Buyer in its sole discretion, for purposes of verifying compliance with the representations, warranties and 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 Collateral Administrator, 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 Notes and Additional Note Principal Balances and may enter into transactions Purchased Assets from Sellers based solely upon the information provided by the Loan Originator Sellers to the Initial Noteholder Buyer in the Loan Asset Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior at any time to such purchase of the Notes cause Collateral Administrator or Additional Note Principal Balance therein or such Transactions its agent to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchasePurchased Assets and Mezzanine Subsidiary Assets purchased in a Transaction, including including, without limitation limitation, ordering new credit reports Qualified Appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Asset and Mezzanine Subsidiary Asset and reviewing intercreditor agreements, property management agreements, formation documents of the property owners and their direct and indirect owners, 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 documents as may be mutually agreed among Sellers and Buyer. The Initial Noteholder For the avoidance of doubt, Collateral Administrator’s obligation to provide such due diligence to Buyer shall 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 Loans Purchased Assets and Mezzanine Subsidiary Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees Each Seller and Collateral Administrator agree to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets and Mezzanine Subsidiary Assets in the possession, or under the control, of the ServicerSeller Parties or Collateral Administrator. The Loan Originator also Each Seller further agrees that it shall make available pay, to the Initial Noteholder 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 activities 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 knowledgeable financial or accounting officer Credit Event for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees at least thirty (on behalf of itself and its Affiliates, directors, officers, employees and representatives30) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information days (and in accordance with safe and sound practicessuch case, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder solely with respect to the Loan Originator Purchased Asset or any Mezzanine Subsidiary Asset related to such Credit Event), (ii) such amounts shall not exceed the Asset Diligence Cap for each Eligible Asset reviewed, unless (x) an Event of its Affiliates Default or (includingy) 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 clause (y), but for at least thirty (30) days, in which case such Asset Diligence Cap shall not limited toapply, and (iii) Sellers and Buyer agree that additional expenses may be incurred for complex transactions, Buyer shall notify Sellers before exceeding the Loan File); provided, however, that nothing herein Asset Diligence Cap and Buyer and Sellers shall prohibit the disclosure of endeavor in good faith to agree to a revised limitation on diligence expenses for any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15complex transaction.

Due Diligence. The Loan Originator acknowledges that the Initial Noteholder may purchase Notes Administrative Agent and Additional Note Principal Balances and the Lenders may enter into transactions based solely upon the information provided by the Loan Originator to the Initial Noteholder Administrative Agent and the Lenders in the Loan Collateral Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderAdministrative Agent and the Lenders, at its their option, has have the right prior to such purchase the making of any Credit Extension under the Notes or Additional Note Principal Balance therein or such Transactions Credit Agreement to conduct a partial or complete due diligence review on some or all of the Eligible Loans Collateral securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanCollateral. The Initial Noteholder Administrative Agent or any Lender may underwrite such Loans Collateral itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder Administrative Agent and any third party underwriter in connection with such underwriting, including, but not limited to, including providing the Initial Noteholder Administrative Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Collateral in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder Administrative Agent and the Lenders a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Collateral Files and the LoansCollateral. Each Noteholder The Administrative Agent and each Lender agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, including the Loan FileCollateral Files); provided, however, provided that (1) nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, process and (2) unless specifically prohibited by applicable law or court order, the Noteholder Administrative Agent or such Lender shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Administrative Agent and each Lender further agrees not to use any such non-public information for any purpose unrelated to this Agreement Agreement, and the Administrative Agent and each Lender agrees that each such Noteholder it shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15Section.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder right to perform continuing Due Diligence Reviews with respect to the Mortgage Loans (other 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 Notes and Additional Note Principal Balances and may enter into transactions Mortgage Loans from the Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review Due Diligence Review on some or all of the Eligible Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Initial Noteholder Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder 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 ServicerSeller. The Loan Originator also Seller further agrees that the Seller shall make available pay all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees this Section 27 (on behalf of itself and its Affiliates, directors, officers, employees and representatives“Due Diligence Costs”) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator Mortgage Loans (other than Mortgage Loans that were acquired by the Seller from the Buyer or any of its Affiliates (including, but not limited to, the Loan FileAffiliates); provided, howeverthat such Due Diligence Costs shall not exceed the Due Diligence Cap per Transaction unless a Default or Event of Default shall have occurred, that nothing herein in which event Buyer shall prohibit have the disclosure right to perform due diligence, at the sole expense of any such information Seller without regard to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15dollar limitation set forth herein.

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder may purchase Notes right to perform continuing due diligence reviews with respect to the Purchased Securities and Additional Note Principal Balances 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 Securities and 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 Securities and Purchased Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may enter into transactions Transactions with the Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties Purchased Securities and otherwise re-generating the information used to originate such LoanPurchased Loans. The Initial Noteholder Buyer may underwrite such Purchased Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator Seller agrees to reasonably cooperate with the Initial Noteholder Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Securities and Purchased Loans in the possession, or under the control, of the ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such non-public information that Seller shall reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such nonall out-public information to any of-pocket third party underwriter costs and expenses reasonably incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter Buyer's activities pursuant to comply with the confidentiality provisions of this Section 13.1521.

Due Diligence. The Loan Originator 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 (x) Seller 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 foregoing in computer data banks and 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 the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession, or under the control, of Seller. In addition, Seller shall also make available to the 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 purpose of answering questions respecting any of the foregoing. Without limiting the generality of the foregoing, Seller acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may Purchaser shall enter into transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Purchaser and/or Agent and the representations, warranties and covenants contained herein, and that the Initial NoteholderPurchaser, Agent and/or Verification Agent, at its option, has shall have the right prior at any time to such purchase conduct itself or through its agents, or require Seller to conduct quality reviews and underwriting compliance reviews of the Notes individual Mortgage Loans at the expense of Seller. Any such diligence conducted by Purchaser, Agent and/or Verification Agent shall not reduce or Additional Note Principal Balance therein or such Transactions limit the Seller’s representations, warranties and covenants set forth herein. Seller agrees to conduct a partial or complete reimburse the Purchaser, Agent and/or Verification Agent for all reasonable out-of-pocket due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties costs and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated expenses incurred pursuant to this Agreement and that each such Noteholder shall not disclose such nonSection 36. - 66 -public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15.

Due Diligence. The Loan Originator Subject to Section 21(z) and the limitations contained in the EPF Pricing Side Letter, (i) Buyer, 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 (x) Seller 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 Underlying Assets (including, but not limited to, any documentation related to Seller’s FHA servicing practices) and (ii) Seller agrees promptly to provide Buyer, 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 foregoing in computer data banks and 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 the Servicing Files or the Underlying Assets or assets proposed to be sold hereunder in the possession, or under the control, of Seller. In addition, Seller shall also make available to Buyer and/or Verification Agent, upon reasonable prior notice and during normal business hours, a knowledgeable financial or accounting officer of Seller for the purpose of answering questions respecting any of the foregoing. Without limiting the generality of the foregoing, Seller acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may Buyer shall enter into transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer and/or Verification Agent, at its option, has shall have the right prior at any time to such purchase conduct itself or through its agents, or require Seller to conduct quality reviews and underwriting compliance reviews of the Notes individual Mortgage Loans at the expense of Seller. Any such diligence conducted by Buyer and/or Verification Agent shall not reduce or Additional Note Principal Balance therein or such Transactions limit the Seller’s representations, warranties and covenants set forth herein. Seller agrees to conduct a partial or complete reimburse Buyer and/or Verification Agent for all reasonable out-of-pocket due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties costs and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated expenses incurred pursuant to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.1537.

Due Diligence. The Loan Originator Seller acknowledges that each of the Initial Noteholder may purchase Notes Administrative Agent and Additional Note Principal Balances the Buyers 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, Administrative Agent 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. ▇▇▇▇▇▇ agrees to reimburse Administrative Agent for any and all reasonable out-of-pocket costs and expenses incurred by Administrative Agent with respect to continuing due diligence on the Purchased Assets, which shall be paid by Seller to Administrative Agent within thirty (30) calendar days after receipt of an invoice therefor. Seller also shall make available to Administrative Agent 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 Administrative Agent may enter into transactions Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Administrative Agent and the representations, warranties and covenants contained herein, and that the Initial NoteholderAdministrative Agent, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Assets. The Initial Noteholder Administrative Agent may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator ▇▇▇▇▇▇ agrees to cooperate with the Initial Noteholder Administrative Agent and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Administrative Agent and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller further agrees not to use any such non-public information that Seller shall reimburse Administrative Agent for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter all reasonable attorneys’ fees, costs and expenses incurred by Administrative Agent in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15continuing due diligence on Eligible Assets and Purchased Assets.

Due Diligence. The Loan Originator Subject to Section 14(z) and the limitations contained in the Pricing Side Letter and the EPF Pricing Side Letter, (i) Purchasers, 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 (x) Seller 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 (including, but not limited to, any documentation related to Seller’s FHA servicing practices) and (ii) Seller agrees promptly to provide Purchasers, 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 foregoing in computer data banks and 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 the Servicing Files or the Purchased Assets or assets proposed to be sold hereunder in the possession, or under the control, of Seller. In addition, Seller shall also make available to Purchasers, Agent and/or Verification Agent, upon reasonable prior notice and during normal business hours, a knowledgeable financial or accounting officer of Seller for the purpose of answering questions respecting any of the foregoing. Without limiting the generality of the foregoing, Seller acknowledges that the Initial Noteholder may purchase Notes and Additional Note Principal Balances and may Purchasers shall enter into transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Purchasers and/or Agent and the representations, warranties and covenants contained herein, and that the Initial NoteholderPurchasers, Agent and/or Verification Agent, at its option, has shall have the right prior at any time to such purchase conduct itself or through its agents, or require Seller to conduct quality reviews and underwriting compliance reviews of the Notes individual Mortgage Loans at the expense of Seller. Any such diligence conducted by Purchasers, Agent and/or Verification Agent shall not reduce or Additional Note Principal Balance therein or such Transactions limit the Seller’s representations, warranties and covenants set forth herein. Seller agrees to conduct a partial or complete reimburse Purchasers, Agent and/or Verification Agent for all reasonable out‑of‑pocket due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties costs and otherwise re-generating the information used to originate such Loan. The Initial Noteholder may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator agrees to cooperate with the Initial Noteholder and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans in the possession, or under the control, of the Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder further agrees not to use any such non-public information for any purpose unrelated expenses incurred pursuant to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.1536.

Due Diligence. The Loan Originator Each Seller Party acknowledges that Buyer has the Initial Noteholder 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 (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 Notes and Additional Note Principal Balances and may enter into transactions Mortgage Loans from Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Mortgage Loans securing such purchasepurchased in a Transaction, including including, without limitation limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Initial Noteholder Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator ▇▇▇▇▇▇ agrees to cooperate with the Initial Noteholder ▇▇▇▇▇ and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder 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 Servicer. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the LoansSeller. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder Seller Party further agrees not to use any such nonthat it shall pay all reasonable out-public information for any purpose unrelated to this Agreement of-pocket costs and that each such Noteholder shall not disclose such non-public information to any third party underwriter expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter ▇▇▇▇▇’s activities pursuant to comply with the confidentiality provisions of this Section 13.15.16 subject to the Due Diligence Cap; provided that, the Due Diligence Cap shall not apply upon the occurrence of a Default or Event of Default. 66

Due Diligence. The Loan Originator Seller acknowledges that Buyer has the Initial Noteholder may purchase Notes right to perform continuing due diligence reviews with respect to the Purchased Assets, for purposes of verifying compliance with the representations, warranties and Additional Note Principal Balances 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, Repo Servicer, any other servicer or sub-servicer and/or the Custodian. ▇▇▇▇▇▇ agrees to reimburse Buyer for any and all reasonable out-of-pocket costs and expenses incurred by Buyer with respect to continuing due diligence on the Purchased Assets during the term of this Agreement, which shall be paid by Seller to Buyer within five (5) days after receipt of an invoice therefor. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering 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 Transactions with Seller based solely upon the information provided by the Loan Originator Seller to the Initial Noteholder in the Loan Schedule Buyer and the representations, warranties and covenants contained herein, and that the Initial NoteholderBuyer, at its option, has the right prior to such purchase of the Notes or Additional Note Principal Balance therein or such Transactions at any time to conduct a partial or complete due diligence review on some or all of the Eligible Loans securing such purchase, including without limitation ordering new credit reports on the related Mortgaged Properties and otherwise re-generating the information used to originate such LoanPurchased Assets. The Initial Noteholder Buyer may underwrite such Loans Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Loan Originator ▇▇▇▇▇▇ agrees to cooperate with the Initial Noteholder ▇▇▇▇▇ and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Initial Noteholder Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Loans Purchased Assets in the possession, or under the control, of the ServicerSeller. The Loan Originator also shall make available to the Initial Noteholder a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Loan Files and the Loans. Each Noteholder agrees (on behalf of itself and its Affiliates, directors, officers, employees and representatives) to use reasonable precaution to keep confidential, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices, and not to disclose to any third party, any non-public information supplied to it or otherwise obtained by it hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any such information to the extent required by statute, rule, regulation or judicial process; provided, further that, unless specifically prohibited by applicable law or court order, the Noteholder shall, prior to disclosure thereof, notify the Loan Originator of any request for disclosure of any such non-public information. The Noteholder ▇▇▇▇▇▇ further agrees not to use any such non-public information that Seller shall reimburse Buyer for any purpose unrelated to this Agreement and that each such Noteholder shall not disclose such non-public information to any third party underwriter all attorneys’ fees, costs and expenses incurred by Buyer in connection with a potential Disposition without obtaining a written agreement from such third party underwriter to comply with the confidentiality provisions of this Section 13.15continuing due diligence on Eligible Assets and Purchased Assets.