v.
Diligence; Securities Law Compliance

NEGOTIATION & DUE DILIGENCE (6 - 8 weeks)

Oversee the due diligence process related to prospective investments;

"Reports" means the Financial Due Diligence Report and the Tax Letter.

The Seller has delivered an electronic copy of the Diligence File (as defined in the Pooling and Servicing Agreement) with respect to each Mortgage Loan to the Depositor by uploading such Diligence File to the Secure Data Room (as defined in the Pooling and Servicing Agreement); and

“Diligence Questionnaire” shall have the meaning assigned to such term in the Security Agreement.

In connection with the reasonable country of origin inquiry (RCOI) required by the Conflict Minerals Rule, BK TECHNOLOGIES CORPORATION utilized the same process and procedures established for our due diligence. We designed our due diligence measures relating to Conflict Minerals to conform with, in all material respects, guidance established by the Electronic Industry Citizenship Coalition (EICC) for responsible sourcing of minerals, and on the Organisation for Economic Co-operation and Development's (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas.

Material Breach Related to Diligence in a Major Market. Notwithstanding Section 12.2.1, if the breach and failure to cure contemplated by Section 12.2.1 is with respect to [[Organization A:Organization]]’s Commercialization diligence obligations under Section 4.2 or [[Organization A:Organization]]’s Development or Regulatory diligence obligations under Section 3.4, with respect to any Major Market country but not all Major Market countries, [[Party:Organization]] shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to such Major Market country.

“Due Diligence Package” shall have the meaning set forth in [Exhibit VI] to this Agreement.

“Pre-Purchase Due Diligence” shall have the meaning set forth in [Article 3(b)] hereof.