WITH RESPECT TO ADVISING BUYER OR ANY OTHER PURCHASER REPRESENTATIVE
AS TO ITS RIGHTS AND REMEDIES UNDER THIS AGREEMENT, AND ALL COSTS AND EXPENSES,
IF ANY, INCLUDING REASONABLE COUNSEL FEES AND EXPENSES IN CONNECTION WITH THE
ADMINISTRATION AND ENFORCEMENT OF THIS AGREEMENT AND THE OTHER DOCUMENTS
DELIVERED HEREUNDER AND IN CONNECTION WITH ANY RESTRUCTURING OR WORKOUT OF THIS
AGREEMENT OR SUCH DOCUMENTS OR THE ADMINISTRATION OF THIS AGREEMENT FOLLOWING A
TERMINATION EVENT; PROVIDED, THAT UNLESS BUYER, CUSTODIAN OR ANOTHER PURCHASER
REPRESENTATIVE REASONABLY CONCLUDES THAT THE REPRESENTATION BY ONE COUNSEL OF
ALL OF THE THEM WOULD CREATE A CONFLICT OF INTEREST FOR SUCH COUNSEL, CUSTOMER
SHALL ONLY BE RESPONSIBLE FOR THE FEES AND EXPENSES OF ONE COUNSEL UNDER THIS
SECTION 9.4.
CUSTOMER SHALL REIMBURSE BUYER AND EACH OTHER PURCHASER
REPRESENTATIVE ON DEMAND FOR ANY AMOUNT THEY MUST PAY ON ACCOUNT ON ANY TAX
DESCRIBED IN SECTION 9.2.
CUSTOMER SHALL REIMBURSE BUYER AND EACH OTHER
PURCHASER REPRESENTATIVE ON DEMAND FOR CUSTOMER'S ALLOCABLE PORTION OF ALL OTHER
COSTS AND EXPENSES INCURRED BY BUYER AND SUCH OTHER PURCHASER REPRESENTATIVE
("OTHER COSTS") INCURRED IN CONNECTION WITH AUDITING THE BOOKS, RECORDS AND
PROCEDURES OF CUSTOMER.
SECTION 9.5.
DUE DILIGENCE.
CUSTOMER
ACKNOWLEDGES THAT BUYER HAS THE RIGHT TO PERFORM CONTINUING DUE DILIGENCE
REVIEWS WITH RESPECT TO THE WAREHOUSE ASSETS, FOR PURPOSES OF VERIFYING
COMPLIANCE WITH THE REPRESENTATIONS, WARRANTIES AND SPECIFICATIONS MADE
HEREUNDER, OR OTHERWISE, AND CUSTOMER AGREES THAT UPON REASONABLE PRIOR NOTICE
TO CUSTOMER, BUYER OR ITS AUTHORIZED REPRESENTATIVES WILL BE PERMITTED DURING
NORMAL BUSINESS HOURS TO EXAMINE, INSPECT, AND MAKE COPIES AND EXTRACTS OF, THE
RECORDS, SERVICING RECORDS AND ANY AND ALL DOCUMENTS, RECORDS, AGREEMENTS,
INSTRUMENTS OR INFORMATION RELATING TO THE WAREHOUSE ASSETS IN THE POSSESSION OR
UNDER THE CONTROL OF CUSTOMER, ANY OTHER SERVICER OR SUBSERVICER AND/OR
CUSTODIAN.
CUSTOMER ALSO SHALL MAKE AVAILABLE TO BUYER A KNOWLEDGEABLE
FINANCIAL OR ACCOUNTING OFFICER FOR THE PURPOSE OF ANSWERING QUESTIONS
RESPECTING THE WAREHOUSE ASSETS.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, CUSTOMER ACKNOWLEDGES THAT BUYER MAY MAKE INVESTMENT OF PRINCIPAL
BASED SOLELY UPON THE INFORMATION PROVIDED BY CUSTOMER TO BUYER AND THE
REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN, AND THAT BUYER, AT
ITS OPTION, HAS THE RIGHT AT ANY TIME TO CONDUCT A PARTIAL OR COMPLETE DUE
DILIGENCE REVIEW ON SOME OR ALL OF THE WAREHOUSE ASSETS.
BUYER MAY UNDERWRITE
SUCH WAREHOUSE ASSETS ITSELF OR ENGAGE A THIRD PARTY UNDERWRITER TO PERFORM SUCH
UNDERWRITING.
CUSTOMER AGREES TO REASONABLY COOPERATE WITH BUYER
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and any third party underwriter in connection with such underwriting, including,
but not limited to, providing Buyer and any third party underwriter with access
to any and all documents, records, agreements, instruments or information
relating to such Warehouse Assets in the possession, or under the control, of
Customer.
Customer shall promptly upon demand pay Buyer's reasonable,
third-party expenses in connection with underwriting assets, making Investments
of Principal and, acquiring and reselling the Warehouse Assets, including the
reasonable fees and expenses of Buyer's counsel.
SECTION 9.6.
WITHHOLDING TAXES.
(A)
ALL PAYMENTS MADE BY CUSTOMER HEREUNDER TO