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c. SWMC, in its sole discretion, may withhold any amount payable to B/C during anyinvestigation of a potential or actual breach of a representation, warranty, orcovenant under this Agreement or an Event of Default, and SWMC may use anyfunds so withheld to pay for any legal fees and/or costs incurred by SWMC inconnection therewith; provided that SWMC shall provide an accounting of the use ofsuch funds upon written request by B/C.d. In the event that SWMC is the subject of any claim, demand, notice or cause ofaction by an applicant or borrower on any Mortgage Loan relating to the actions orinactions of B/C when the applicant or borrower was solicited or the Mortgage Loanwas originated, SWMC may, at its sole and absolute discretion, retain counsel todefend SWMC against such claims, and the cost and fees incurred shall be paid byB/C. In addition, to the extent SWMC reasonably determines that it is necessary orprudent to settle such claim, demand, notice or cause of action, SWMC may used anyamounts held pursuant to Section 6(c) above towards such settlement.e. The remedies provided for in this Section shall survive the termination of theAgreement and such remedies are cumulative and non-exclusive, and shall be inaddition to any and all other remedies available to SWMC. The remedies provided inthis Section shall not be affected by SWMC taking any of the following actions with orwithout notice to B/C: (i) liquidation, repayment, retirement, or sale or resale of anyMortgage Loan; (ii) foreclosure of any Mortgage Loan; or (iii) sale or resale of anyreal or personal property securing any Mortgage Loan.7. NONEXCLUSIVE AGREEMENTEach party’s rights under this Agreement are on a nonexclusive basis, and each party shallbe free to contract with other parties for the purposes set forth herein.8. INDEPENDENT CONTRACTORSWMC and B/C are, and shall remain, independent contractors under the terms of thisAgreement. The provisions of this Agreement shall not be construed as reserving to B/Cany right to bind SWMC, or exercise control or direction of SWMC, its activities, employees,or agents. Neither party to this Agreement shall have authority to employ any person as anemployee or agent of the other party. Except as provided herein, neither party to thisAgreement, nor any person performing duties for, or engaging in activities at the request of,either party, shall be deemed to be an employee or agent of the other party unlessauthorized in writing by SWMC.9. REVIEW OF B/C OPERATIONS, FINANCIALS, AND CREDIT REPORTa. Review Of Operations. SWMC shall be entitled to audit B/C’s operations, practices,policies and procedures, inspect its premises, from time to time during businesshours upon reasonable notice, so that SWMC may perform quality control tests. B/Cshall fully cooperate with SWMC in such reviews.b. Financial Statements. B/C agrees to provide to SWMC at least annually (or morefrequently if reasonably required by SWMC) current financial statements consisting ofprofit and loss statements and balance sheets and any other documents, records orother information reasonably requested by SWMC. “Current” is defined as the mostrecently completed quarter.c. Credit Report. B/C authorizes SWMC to obtain a business credit report with respectto B/C upon B/C’s execution of this Agreement and from time to time thereafter asdeemed necessary or appropriate by SWMC.Initials:________ BC App Ver. 7.7 10/06/2014 Page 16