Seller’s Due Diligence Materials. Within five (5) business days after the Effective Date, Seller will either make available (either at a physical location or via electronic data room) or deliver to Buyer, as and if available, a copy of the information set forth on [Schedule 8.1] to facilitate Buyer’s due diligence review of the Properties (the “Due Diligence Material”). To the extent that any Due Diligence Materials are available only at the Properties, Seller will facilitate Buyer and Buyer’s employees, accountants, attorney and consultants, upon reasonable advance request therefor, to examine the same during normal business hours at Buyer’s cost and expense. Seller, however, shall have no liability with regard to such Due Diligence Material and shall not be required to update the Due Diligence Material or provide any such Due Diligence Material that is not in Seller’s custody or control. Further, Seller makes no representation or warranty regarding the accuracy of the information contained in the Due Diligence Material and Seller shall have no obligation or liability with respect to any of the Due Diligence Material. Any costs associated with the Due Diligence Material beyond the first copy provided to Buyer will be at Buyer’s expense. Buyer acknowledges and agrees that all materials, data and information delivered by Seller to Buyer in connection with the transaction contemplated hereby are provided to Buyer as a convenience only and that any reliance on or use of such materials, data or information by Buyer shall be at the sole risk of Buyer, except as otherwise expressly stated herein.

Due Diligence. Representatives of the Managing Agents shall have successfully completed a due diligence call with the Parent.

Seller’s Due Diligence Materials. Within two (2) business days after the Original Effective Date, Sellers either made available (either at a physical location or via electronic data room) or delivered to Buyer, as and if available, a copy of the information set forth on [Schedule 8.1] to facilitate Buyer’s due diligence review of the Property (the “Due Diligence Material”), which material shall include all service or maintenance contracts or management agreements to which Sellers or its affiliates are a party relating to or affecting the Properties (the “Service Contracts”). Sellers, however, shall have no liability with regard to such Due Diligence Material or the information contained therein and shall not be required to update the Due Diligence Material or provide any such Due Diligence Material that is not in Sellers’ custody or control. Further, Sellers make no representation or warranty regarding the accuracy of the information contained in the Due Diligence Material and Sellers shall have no obligation or liability with respect to any of the Due Diligence Material. Any costs associated with the Due Diligence Material beyond the first copy provided to Buyer incurred following a Buyer request will be at Buyer’s expense. Buyer acknowledges and agrees that all materials, data and information delivered by Sellers to Buyer in connection with the transaction contemplated hereby are provided to Buyer as a convenience only and that any reliance on or use of such materials, data or information by Buyer shall be at the sole risk of Buyer, except as otherwise expressly stated herein.

Due Diligence. The Agent shall have completed its business, financial, and legal due diligence of the Loan Parties, including # a completed commercial finance examination of the Loan Parties’ assets, liabilities, cash management systems, books and records and # all inventory appraisals reasonably requested by Agent, and the results of such commercial finance examination and inventory appraisals shall be reasonably satisfactory to the Agent in all respects.

Due Diligence Materials. The information contained in the financial statements and other documents prepared by Seller or any of its Affiliates (and, to Seller’s Knowledge, any such items prepared by the Property Manager or other third parties) which have been made (or to be made) available to Buyer for review is true, accurate and complete in all material respects as of the respective dates of such statements and documents.

Due Diligence. Each Seller has provided Purchaser with (or access to) true, correct and complete copies of all material Property Information with respect to such Seller’s Membership Interests, such Seller’s Company and that Company’s Property. Neither Seller nor its respective Company has deliberately or intentionally removed, omitted, or redacted any information from the Property Information provided to Purchaser except as specifically identified to Purchaser in writing identifying the basis for such removal, omissions or redaction.

Due Diligence. Commencing on the date of the Access Agreement, Purchaser shall have through the last day of the Due Diligence Period in which to examine, inspect, and investigate the Property and, in Purchaser’s sole and absolute judgment and discretion, to determine whether the Property is acceptable to Purchaser. Purchaser may terminate this Agreement by giving written notice of termination to Seller on or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Paragraph 2.2, the Earnest Money shall be refunded to Purchaser immediately upon request, and all further rights and obligations of the parties under this Agreement shall terminate, subject to the Surviving Obligations, as defined herein.

Due Diligence. The Lenders shall have completed a due diligence investigation of the Borrower and its Subsidiaries in scope, and with results, reasonably satisfactory to the Lenders.

Due Diligence. Representatives of the Managing Agents shall, upon reasonable notice, be permitted at any time and from time to time during regular business hours, # to examine and make copies of and take abstracts from all books, records and documents (including computer tapes and disks) relating to the Receivables, including the related Contracts and # to visit the offices and properties of the Borrower, any Originator, the Servicer or the Parent for the purpose of examining such materials described in clause (i), and to discuss matters relating to the Receivables or the Borrower’s, each Originator’s or the Servicer’s performance hereunder, under the Contracts and under the other Related Documents to which such Person is a party with any of the officers, directors, employees or independent public accountants of the Borrower, any Originator or the Parent, as applicable, having knowledge of such matters;

Seller’s Due Diligence Materials. Within five (5) business days after the Effective Date, Seller will either make available (either at a physical location or via electronic data room) or deliver to Buyer, as and if available, a copy of the information set forth on [Schedule 8.1] to facilitate Buyer’s due diligence review of the Property (the “Due Diligence Material”). Except for the representations and warranties of Seller contained in this Agreement, # Seller shall have no liability with regard to such Due Diligence Material and shall not be required to update the Due Diligence Material or provide any such Due Diligence Material that is not in Seller’s custody or control and (b)Seller makes no representation or warranty regarding the accuracy of the information contained in the Due Diligence Material and Seller shall have no obligation or liability with respect to any of the Due Diligence Material. Any costs associated with the Due Diligence Material beyond the first copy provided to Buyer will be at Buyer’s expense. Buyer acknowledges and agrees that all materials, data and information delivered by Seller to Buyer in connection with the transaction contemplated hereby are provided to Buyer as a convenience only and that any reliance on or use of such materials, data or information by Buyer shall be at the sole risk of Buyer, except as otherwise expressly stated herein.