Common use of Conditions Applicable to all Transactions Involving Sale or Grant Clause in Contracts

Conditions Applicable to all Transactions Involving Sale or Grant. (a) Any transaction effected after the Closing Date under this Article 12 or Section 10.12 shall be conducted in accordance with the requirements of the Loan Obligation Management Agreement; provided that (1) the Loan Obligation Manager shall not direct the Trustee to acquire any Replacement Loan Obligation for inclusion in the Assets from the Loan Obligation Manager or any of its Affiliates as principal or to sell any Loan Obligation from the Assets to the Loan Obligation Manager or any of its Affiliates as principal unless the transaction is effected in accordance with the Loan Obligation Management Agreement and (2) the Loan Obligation Manager shall not direct the Trustee to acquire any Replacement Loan Obligation for inclusion in the Assets from any account or portfolio for which the Loan Obligation Manager serves as investment adviser or direct the Trustee to sell any Loan Obligation to any account or portfolio for which the Loan Obligation Manager serves as investment adviser unless such transactions comply with the Loan Obligation Management Agreement and Section 206(3) of the Advisers Act. The Trustee shall have no responsibility to oversee compliance with this clause by the other parties. (b) Upon any Grant pursuant to this Article 12, all of the Issuer’s right, title and interest to the Asset or Securities shall be Granted to the Trustee pursuant to this Indenture, such Asset or Securities shall be registered in the name of the Trustee, and, if applicable, the Trustee shall receive such Pledged Loan Obligation or Securities. The Trustee also shall receive, not later than the date of delivery of any Loan Obligation delivered after the Closing Date, an Officer’s Certificate of the Loan Obligation Manager certifying that, as of the date of such Grant, such Grant complies with the applicable conditions of and is permitted by this Article 12 (and setting forth, to the extent appropriate, calculations in reasonable detail necessary to determine such compliance). (c) Notwithstanding anything contained in this Article 12 to the contrary, the Issuer shall, subject to this Section 12.3(c), have the right to effect any transaction which has been consented to by the Holders of Notes evidencing 100% of the Aggregate Outstanding Amount of each and every Class of Notes (or if there are no Notes Outstanding, 100% of the Preferred Shares).

Conditions Applicable to all Transactions Involving Sale or Grant. (a) Any transaction effected after the Closing Date under this Article 12 or Section 10.12 10.10 shall be conducted in accordance with the requirements of the Loan Obligation Collateral Management Agreement; , provided that that, (1) the Loan Obligation Collateral Manager shall not direct the Trustee to acquire any Replacement Loan Obligation Substitute Collateral Debt Security for inclusion in the Assets from the Loan Obligation Collateral Manager or any of its Affiliates as principal or to sell any Loan Obligation Collateral Debt Security from the Assets to the Loan Obligation Collateral Manager or any of its Affiliates as principal unless the transaction is effected in accordance with the Loan Obligation Collateral Management Agreement and (2) the Loan Obligation Collateral Manager shall not direct the Trustee to acquire any Replacement Loan Obligation Substitute Collateral Debt Security for inclusion in the Assets from any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser or direct the Trustee to sell any Loan Obligation Collateral Debt Security to any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser unless such transactions comply with the Loan Obligation Management Agreement and Section 206(3) requirements of the Advisers Actany applicable laws. The Trustee shall have no responsibility to oversee compliance with this clause by the other parties. (b) Upon any Grant pursuant to this Article 12, all of the Issuer’s right, title and interest to the Asset Pledged Obligation or Securities shall be Granted to the Trustee pursuant to this Indenture, such Asset Pledged Obligation or Securities shall be registered in the name of the Trustee, and, if applicable, the Trustee shall receive such Pledged Loan Obligation Collateral Debt Security or Securities. The Trustee shall also shall receive, not later than the date of delivery of any Loan Obligation Collateral Debt Security delivered after the Closing Date, an Officer’s Certificate of the Loan Obligation Collateral Manager certifying that, as of the date of such Grant, such Grant complies with the applicable conditions of and is permitted by this Article 12 (and setting forth, to the extent appropriate, calculations in reasonable detail necessary to determine such compliance). (c) Notwithstanding anything contained in this Article 12 to the contrary, the Issuer shall, subject to this Section 12.3(c), have the right to effect any transaction which has been consented to (i) by the Holders of Notes evidencing 100% of the Aggregate Outstanding Amount of each and every Class of Notes (or if there are no Notes Outstanding, 100% of the Preferred Shares)) and (ii) each Hedge Counterparty, and of which each Rating Agency has been notified.

Conditions Applicable to all Transactions Involving Sale or Grant. (a) Any transaction effected after the Closing Date under Article 5, Article 9 or this Article 12 or (other than pursuant to Section 10.12 12.1(a)(i) and (ii)) shall be conducted in accordance on an arms’ length basis and if effected with the requirements Issuer, the Trustee, the Servicer or any Affiliate of any of the Loan Obligation Management Agreement; provided that (1) the Loan Obligation Manager foregoing, shall not direct the Trustee to acquire any Replacement Loan Obligation for inclusion in the Assets from the Loan Obligation Manager or any of its Affiliates be effected at fair market value on terms at least as principal or to sell any Loan Obligation from the Assets favorable to the Loan Obligation Manager or any of its Affiliates Debtholders as principal unless would be the transaction is effected in accordance with the Loan Obligation Management Agreement and (2) the Loan Obligation Manager shall case if such Person were not direct the Trustee to acquire any Replacement Loan Obligation for inclusion in the Assets from any account or portfolio for which the Loan Obligation Manager serves as investment adviser or direct the Trustee to sell any Loan Obligation to any account or portfolio for which the Loan Obligation Manager serves as investment adviser unless such transactions comply with the Loan Obligation Management Agreement and Section 206(3) so Affiliated. None of the Advisers Act. The Trustee Trustee, Note Administrator, Collateral Agents or Loan Agent shall have no any responsibility to oversee compliance with this clause by the other parties. (b) Upon any Grant pursuant to this Article 12, all of the Issuer’s right, title and interest in and to the Asset or Securities Pledged Mortgage Assets shall be Granted to the Trustee Collateral Agent pursuant to this IndentureIndenture and Credit Agreement, such Asset or Securities Pledged Mortgage Assets shall be registered assigned or endorsed to the Collateral Agent (or in the name of the Trusteeblank), and, if applicable, the Trustee Collateral Agent shall receive such Pledged Loan Obligation or SecuritiesMortgage Assets (as well as, with respect to any Mortgage Assets, the delivery of all related Mortgage Asset Files in accordance with Section 3.3(d) hereof). The Trustee Collateral Agent shall also shall receive, not later than the date of delivery of any Mortgage Loan Obligation delivered after the Closing Date, an Officer’s Certificate of the Loan Obligation Manager Issuer certifying that, as of the date of such Grant, such Grant complies complied with the applicable conditions of and is permitted by this Article 12 (and setting forth, to the extent appropriate, calculations in reasonable detail necessary to determine such compliance)12. (c) Notwithstanding anything contained in this Article 12 to the contrary, the Issuer shall, subject to this Section 12.3(c), have the right to effect any transaction which has been consented to by the Holders of Notes evidencing 100% of the Aggregate Outstanding Amount of each and every Class of Notes (or if there are no Notes Outstanding, 100% of the Preferred Shares).

Conditions Applicable to all Transactions Involving Sale or Grant. (a) Any transaction effected after the Closing Date under this Article 12 Section 5, Section 9, Section 10.2 or Section 10.12 12.1 shall be conducted on an arm’s length basis and if effected with the Issuer, the Trustee, the Collateral Manager or any Affiliate of any of the foregoing, shall be effected in a secondary market transaction on terms at least as favorable to the Rated Noteholders as would be the case if such Person were not so Affiliated; provided that any disposition of a Collateral Interest in accordance with the requirements of the Loan Obligation Management Agreement; provided that (1) the Loan Obligation Manager Section 12.1 shall not direct the Trustee be deemed to acquire any Replacement Loan Obligation for inclusion in the Assets from the Loan Obligation Manager or any of its Affiliates as principal or to sell any Loan Obligation from the Assets to the Loan Obligation Manager or any of its Affiliates as principal unless the transaction is effected in accordance with the Loan Obligation Management Agreement and (2) the Loan Obligation Manager shall not direct the Trustee to acquire any Replacement Loan Obligation for inclusion in the Assets from any account or portfolio for which the Loan Obligation Manager serves as investment adviser or direct the Trustee to sell any Loan Obligation to any account or portfolio for which the Loan Obligation Manager serves as investment adviser unless such transactions comply with the Loan Obligation Management Agreement and this Section 206(3) of the Advisers Act12.3(a). The Trustee shall have no responsibility to oversee compliance with this clause by the other parties. (b) Upon any Grant purchase or substitution pursuant to this Article Section 12, all of the Issuer’s right, title and interest to the Asset Pledged Security or Securities shall be be, and hereby is, Granted to the Trustee pursuant to this Indenture, such Asset Pledged Security or Securities shall be registered in the name of the Trustee, and, if applicable, the Trustee shall receive such Pledged Loan Obligation Security or Securities. The Trustee also shall receive, not later than the date of delivery of any Loan Obligation delivered after the Closing DatePledged Security pursuant to a purchase under this Section 12, (a) an Officer’s Certificate certificate of the Loan Obligation Collateral Manager certifying that(1) compliance with the Reinvestment Criteria in accordance with Section 12.1(b), as (2) that the Collateral Interest to be sold constitutes an Impaired Interest, Credit Risk Interest, Written Down Interest, Buy/Sell Interest, Taxed Collateral Interest, Taxed Property or Withholding Tax Interest, or upon the occurrence of an Investment Guidelines Event, Preferred Equity Security and (3) that any security to be purchased satisfies the definition of Collateral Interest and (b) an Officer’s certificate of the date Collateral Manager on behalf of such Grantthe Issuer containing the statements set forth in Section 3.2(b)(2) through (4), such Grant complies with the applicable conditions of (6) and is permitted by this Article 12 (and setting forth, to the extent appropriate, calculations in reasonable detail necessary to determine such compliance7). (c) Notwithstanding anything contained in this Article Section 12 to the contrary, the Issuer shall, subject to this Section 12.3(c12.3(d), have the right to effect any transaction to which has been consented to by the Initial Hedge Counterparty, Holders of Rated Notes evidencing 100% of the Aggregate Outstanding Amount of each and every Class of Notes Rated Notes, and each Income Noteholder has consented, and of which each Rating Agency has been notified in advance. (d) Except as specifically provided in this Indenture, at any time at which the Issuer is not a Qualified REIT Subsidiary, the Issuer may not (i) engage in any business or if there are no Notes Outstanding, 100% activity that would cause the Issuer to be treated as engaged in a U.S. trade or business for U.S. federal income tax purposes or (ii) acquire or hold any asset that is an equity interest in an entity that is treated as a partnership engaged in a U.S. trade or business for U.S. federal income tax purposes or the acquisition or ownership of which otherwise would subject the Preferred Shares)Issuer to net income tax in any jurisdiction outside its jurisdiction of incorporation.

Conditions Applicable to all Transactions Involving Sale or Grant. (a) Any transaction effected after the Closing Date under this Article 12 or Section 10.12 10.10 shall be conducted in accordance with the requirements of (i) the Loan Obligation Collateral Management AgreementAgreement or (ii) such other agreement as the Collateral Manager may reasonably deem appropriate in accordance with advice of nationally recognized U.S. bankruptcy counsel; provided that (1) the Loan Obligation Collateral Manager shall not direct the Trustee to acquire any Replacement Loan Obligation Substitute Collateral Debt Security for inclusion in the Assets from the Loan Obligation Collateral Manager or any of its Affiliates as principal or to sell any Loan Obligation Collateral Debt Security from the Assets to the Loan Obligation Collateral Manager or any of its Affiliates as principal unless the transaction is effected in accordance with the Loan Obligation Collateral Management Agreement or such other agreement as the Collateral Manager may reasonably deem appropriate in accordance with advice of nationally recognized U.S. bankruptcy counsel and (2) the Loan Obligation Collateral Manager shall not direct the Trustee to acquire any Replacement Loan Obligation Substitute Collateral Debt Security for inclusion in the Assets from any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser or direct the Trustee to sell any Loan Obligation Collateral Debt Security to any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser unless such transactions comply with the Loan Obligation Management Agreement and Section 206(3) requirements of the Advisers Actany applicable laws. The Trustee shall have no responsibility to oversee compliance with this clause by the other parties. (b) Upon any Grant pursuant to this Article 12, all of the Issuer’s right, title and interest to the Asset Pledged Obligation or Securities shall be Granted to the Trustee pursuant to this Indenture, such Asset Pledged Obligation or Securities shall be registered in the name of the Trustee, and, if applicable, the Trustee shall receive such Pledged Loan Obligation Collateral Debt Security or Securities. The Trustee shall also shall receive, not later than the date of delivery of any Loan Obligation Collateral Debt Security delivered after the Closing Date, an Officer’s Certificate of the Loan Obligation Collateral Manager certifying that, as of the date of such Grant, such Grant complies with the applicable conditions of and is permitted by this Article 12 (and setting forth, to the extent appropriate, calculations in reasonable detail necessary to determine such compliance). (c) Notwithstanding anything contained in this Article 12 to the contrary, the Issuer shall, subject to this Section 12.3(c), have the right to effect any transaction which has been consented to (i) by the Holders of Notes evidencing 100% of the Aggregate Outstanding Amount of each and every Class of Notes (or if there are no Notes Outstanding, 100% of the Preferred Shares)) and (ii) each Hedge Counterparty, and of which each Rating Agency has been notified.

Conditions Applicable to all Transactions Involving Sale or Grant. (a) Any transaction effected after the Closing Date under this Article 12 or Section 10.12 shall be conducted in accordance with the requirements of the Loan Obligation Collateral Management Agreement; provided that that (1) the Loan Obligation Collateral Manager shall not direct the Trustee to acquire any Replacement Loan Obligation Substitute Collateral Debt Security for inclusion in the Assets from the Loan Obligation Collateral Manager or any of its Affiliates as principal or to sell any Loan Obligation Collateral Debt Security from the Assets to the Loan Obligation Collateral Manager or any of its Affiliates as principal unless the transaction is effected in accordance with the Loan Obligation Collateral Management Agreement and (2) the Loan Obligation Collateral Manager shall not direct the Trustee to acquire any Replacement Loan Obligation Substitute Collateral Debt Security for inclusion in the Assets from any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser or direct the Trustee to sell any Loan Obligation Collateral Debt Security to any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser unless such transactions comply with the Loan Obligation Management Agreement and Section 206(3) requirements of the Advisers Actany applicable laws. The Trustee shall have no responsibility to oversee compliance with this clause by the other parties. (b) Upon any Grant pursuant to this Article 12, all of the Issuer’s 's right, title and interest to the Asset Pledged Obligation or Securities shall be Granted to the Trustee pursuant to this Indenture, such Asset Pledged Obligation or Securities shall be registered in the name of the Trustee, and, if applicable, the Trustee shall receive such Pledged Loan Obligation Collateral Debt Security or Securities. The Trustee also shall receive, not later than the date of delivery of any Loan Obligation Collateral Debt Security delivered after the Closing Date, an Officer’s 's Certificate of the Loan Obligation Collateral Manager certifying that, as of the date of such Grant, such Grant complies with the applicable conditions of and is permitted by this Article 12 (and setting forth, to the extent appropriate, calculations in reasonable detail necessary to determine such compliance). (c) Notwithstanding anything contained in this Article 12 to the contrary, the Issuer shall, subject to this Section 12.3(c), have the right to effect any transaction which has been consented to (i) by the Holders of Notes evidencing 100% of the Aggregate Outstanding Amount of each and every Class of Notes (or if there are no Notes Outstanding, 100% of the Preferred Shares)) and (ii) each Hedge Counterparty, and of which each Rating Agency has been notified.

Conditions Applicable to all Transactions Involving Sale or Grant. (a) Any transaction effected after the Closing Date under this Article 12 or Section 10.12 10.13 shall be conducted in accordance with the requirements of the Loan Obligation Collateral Management Agreement; , provided that that, (1) the Loan Obligation Collateral Manager shall not direct the Trustee to acquire any Replacement Loan Substitute Collateral Obligation for inclusion in the Assets from the Loan Obligation Collateral Manager or any of its Affiliates as principal or to sell any Loan Collateral Obligation from the Assets to the Loan Obligation Collateral Manager or any of its Affiliates as principal unless the transaction is effected in accordance with the Loan Obligation Collateral Management Agreement and (2) the Loan Obligation Collateral Manager shall not direct the Trustee to acquire any Replacement Loan Substitute Collateral Obligation for inclusion in the Assets from any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser or direct the Trustee to sell any Loan Collateral Obligation to any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser unless such transactions comply with the Loan Obligation Collateral Management Agreement and Section 206(3) the requirements of the Advisers Actany applicable laws. The Trustee shall have no responsibility to oversee compliance with this clause by the other parties. (b) Upon any Grant pursuant to this Article 12, all of the Issuer’s right, title and interest to the Asset Pledged Obligation or Securities shall be Granted to the Trustee pursuant to this Indenture, such Asset Pledged Obligation or Securities shall be registered in the name of the Trustee, and, if applicable, the Trustee shall receive such Pledged Loan Collateral Obligation or Securities. The Trustee shall also shall receive, not later than the date of delivery of any Loan Collateral Obligation delivered after the Closing Date, an Officer’s Certificate of the Loan Obligation Collateral Manager certifying that, as of the date of such Grant, such Grant complies with the applicable conditions of and is permitted by this Article 12 (and setting forth, to the extent appropriate, calculations in reasonable detail necessary to determine such compliance). (c) Notwithstanding anything contained in this Article 12 to the contrary, the Issuer shall, subject to this Section 12.3(c), have the right to effect any transaction which has been consented to (i) by the Holders of Notes evidencing 100% of the Aggregate Outstanding Amount of each and every Class of Notes (or if there are no Notes Outstanding, 100% the Certificateholder) and (ii) each Hedge Counterparty, and of the Preferred Shares)which each Rating Agency has been notified.

Conditions Applicable to all Transactions Involving Sale or Grant. (a) Any transaction effected after the Closing Date under this Article 12 or Section 10.12 shall be conducted in accordance with the requirements of the Loan Obligation Collateral Management Agreement; provided that (1) the Loan Obligation Collateral Manager shall not direct the Trustee to acquire any Replacement Loan Obligation Mortgage Asset for inclusion in the Assets Collateral from the Loan Obligation Collateral Manager or any of its Affiliates as principal or to sell any Loan Obligation Mortgage Asset from the Assets Collateral to the Loan Obligation Collateral Manager or any of its Affiliates as principal unless the transaction is effected in accordance with the Loan Obligation Collateral Management Agreement and (2) the Loan Obligation Collateral Manager shall not direct the Trustee to acquire any Replacement Loan Obligation Mortgage Asset for inclusion in the Assets Collateral from any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser or direct the Trustee to sell any Loan Obligation Mortgage Asset to any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser unless such transactions comply with the Loan Obligation Collateral Management Agreement and Section 206(3) of the Advisers Act. The Trustee shall have no responsibility to oversee compliance with this clause by the other parties. (b) Upon any Grant pursuant to this Article 12, all of the Issuer’s right, title and interest to the Mortgage Asset or Securities shall be Granted to the Trustee pursuant to this Indenture, such Mortgage Asset or Securities shall be registered in the name of the TrusteeIssuer, and, if applicable, the Trustee (or the Custodian on its behalf) shall receive such Pledged Loan Obligation Mortgage Asset or Securities. The Trustee also shall receive, not later than the date of delivery of any Loan Obligation Mortgage Asset delivered after the Closing Date, an Officer’s Certificate of the Loan Obligation Collateral Manager certifying that, as of the date of such Grant, such Grant complies with the applicable conditions of and is permitted by this Article 12 (and setting forth, to the extent appropriate, calculations in reasonable detail necessary to determine such compliance). (c) Notwithstanding anything contained in this Article 12 to the contrary, the Issuer shall, subject to this Section 12.3(c), have the right to effect any transaction which has been consented to by 100% of the Class A Lenders and the Holders of Notes evidencing 100% of the Aggregate Outstanding Amount of each and every Class of Notes (or if there are no Notes Outstanding, 100% of the Preferred Shares)Notes.

Conditions Applicable to all Transactions Involving Sale or Grant. (a) Any transaction effected after the Closing Date under this Article 12 or Section 10.12 10.15 shall be conducted in accordance with the requirements of the Loan Obligation Collateral Management Agreement; provided that that, (1) the Loan Obligation Collateral Manager shall not direct the Trustee to acquire any Replacement Loan Obligation Substitute Collateral Interest for inclusion in the Assets Collateral from the Loan Obligation Collateral Manager or any of its Affiliates as principal or to sell any Loan Obligation Collateral Interest from the Assets Collateral to the Loan Obligation Collateral Manager or any of its Affiliates as principal unless the transaction is effected in accordance with the Loan Obligation Collateral Management Agreement and (2) the Loan Obligation Collateral Manager shall not direct the Trustee to acquire any Replacement Loan Obligation Substitute Collateral Interest for inclusion in the Assets Collateral from any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser or direct the Trustee to sell any Loan Obligation Collateral Interest to any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser unless such transactions comply with the Loan Obligation Management Agreement and Section 206(3) requirements of any applicable laws, including, if applicable, the Advisers Act. The Trustee shall have no responsibility to oversee compliance with this clause by the other parties. (b) Upon any Grant pursuant to this Article 12, all of the Issuer’s right, title and interest to the Asset Pledged Obligation or Securities shall be Granted to the Trustee pursuant to this Indenture, such Asset Pledged Obligation or Securities shall be registered in the name of the Trustee, and, if applicable, the Trustee shall receive such Pledged Loan Obligation Collateral Interest or Securities. The Securities (any such delivery shall be a deemed certification by the Collateral Manager that, with respect to any Collateral Interest delivered to the Trustee also shall receive, not later than the date as of delivery of any Loan Obligation delivered after the Closing Date, an Officer’s Certificate of the Loan Obligation Manager certifying that, such Grant as of the date of such Grant, such Grant complies with the applicable conditions of and is permitted by this Article 12 (and setting forth, to the extent appropriate, calculations in reasonable detail necessary to determine such compliance12). (c) Notwithstanding anything contained in this Article 12 to the contrary, the Issuer shall, subject to this Section 12.3(c), have the right to effect any transaction which has been consented to by the Holders of Notes evidencing 100% of the Aggregate Outstanding Amount of each and every Class of Notes (or if there are no Notes Outstanding, 100% of the Preferred Shares)Income Notes) and of which each Rating Agency has been notified. (d) Upon any substitution of Collateral Interests pursuant to this Article XII, all of the Issuer’s right, title and interest to the acquired Collateral Interests shall be, and hereby is, granted to the Trustee pursuant to the Granting Clauses of this Indenture and each such Collateral Interest shall be delivered to the Trustee in accordance with this Indenture. The Trustee shall also receive, not later than the date such Collateral Interest is delivered, an Officer’s Certificate of the Collateral Manager certifying compliance with the provisions of this Article XII based on calculations included in such certificate. Notwithstanding the foregoing, the delivery to the Trustee of a trade ticket signed by an Authorized Officer of the Collateral Manager shall be deemed the certification of the Collateral Manager of the statements described in the preceding sentence in lieu of the delivery of the formal Officer’s Certificate described therein.

Conditions Applicable to all Transactions Involving Sale or Grant. (a) Any transaction effected after the Closing Date under this Article 12 or Section 10.12 10.13 shall be conducted in accordance with the requirements of the Loan Obligation Collateral Management Agreement; provided that (1) the Loan Obligation Collateral Manager shall not direct not, on behalf of the Trustee to acquire any Replacement Reinvestment Mortgage Loan Obligation for inclusion in the Assets Collateral from the Loan Obligation Collateral Manager or any of its Affiliates as principal or to sell any Mortgage Loan Obligation from the Assets Collateral to the Loan Obligation Collateral Manager or any of its Affiliates as principal unless the transaction is effected in accordance with the Loan Obligation Collateral Management Agreement and (2) the Loan Obligation Collateral Manager shall not direct the Trustee to acquire any Replacement Reinvestment Mortgage Loan Obligation for inclusion in the Assets Collateral from any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser or direct the Trustee to sell any Mortgage Loan Obligation to any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser unless such transactions comply with the Loan Obligation Collateral Management Agreement and Section 206(3) of the Advisers Act. The Trustee shall have no responsibility to oversee compliance with this clause by the other parties. (b) Upon any Grant pursuant to this Article 12, all of the Issuer’s right, title and interest to the Asset or Securities Collateral shall be Granted to the Trustee pursuant to this Indenture, such Asset or Securities shall be registered in the name of the Trustee, and, if applicable, Indenture and the Trustee shall receive such Pledged Loan Obligation or SecuritiesCollateral. The Trustee also shall receive, not later than the date of delivery of any Mortgage Loan Obligation delivered after the Closing Date, and as a condition to the Trustee’s release of funds from the applicable Account, an Officer’s Certificate of the Loan Obligation Collateral Manager in the form of Exhibit I hereto, certifying that, as of the date of such Grant, such Grant complies with the applicable conditions of and is permitted by this Article 12 (and setting forth, to the extent appropriate, calculations in reasonable detail necessary to determine such compliance). (c) Notwithstanding anything contained in this Article 12 to the contrary, the Issuer shall, subject to this Section 12.3(c), have the right to effect any transaction which has been consented to by the Holders of Notes evidencing 100% of the Aggregate Outstanding Amount of each and every Class of Notes (or if there are no Notes Outstanding, 100% of the Preferred Shares).

Conditions Applicable to all Transactions Involving Sale or Grant. (a) Any transaction effected after the Closing Date under this Article 12 or Section 10.12 10.10 shall be conducted in accordance with the requirements of the Loan Obligation Collateral Management Agreement; , provided that that, (1) the Loan Obligation Collateral Manager shall not direct the Trustee to acquire any Replacement Loan Obligation Substitute Collateral Debt Security for inclusion in the Assets from the Loan Obligation Collateral Manager or any of its Affiliates as principal or to sell any Loan Obligation Collateral Debt Security from the Assets to the Loan Obligation Collateral Manager or any of its Affiliates as principal unless the transaction is effected in accordance with the Loan Obligation Collateral Management Agreement and (2) the Loan Obligation Collateral Manager shall not direct the Trustee to acquire any Replacement Loan Obligation Substitute Collateral Debt Security for inclusion in the Assets from any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser or direct the Trustee to sell any Loan Obligation Collateral Debt Security to any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser unless such transactions comply with the Loan Obligation Management Agreement and Section 206(3) requirements of the Advisers Actany applicable laws. The Trustee shall have no responsibility to oversee compliance with this clause by the other parties. (b) Upon any Grant pursuant to this Article 12, all of the Issuer’s 's right, title and interest to the Asset Pledged Obligation or Securities shall be Granted to the Trustee pursuant to this Indenture, such Asset Pledged Obligation or Securities shall be registered in the name of the Trustee, and, if applicable, the Trustee shall receive such Pledged Loan Obligation Collateral Debt Security or Securities. The Trustee shall also shall receive, not later than the date of delivery of any Loan Obligation Collateral Debt Security delivered after the Closing Date, an Officer’s 's Certificate of the Loan Obligation Collateral Manager certifying that, as of the date of such Grant, such Grant complies with the applicable conditions of and is permitted by this Article 12 (and setting forth, to the extent appropriate, calculations in reasonable detail necessary to determine such compliance). (c) Notwithstanding anything contained in this Article 12 to the contrary, the Issuer shall, subject to this Section 12.3(c), have the right to effect any transaction which has been consented to (i) by the Holders of Notes evidencing 100% of the Aggregate Outstanding Amount of each and every Class of Notes (or if there are no Notes Outstanding, 100% of the Preferred Shares)) and (ii) each Hedge Counterparty, and of which each Rating Agency has been notified.

Conditions Applicable to all Transactions Involving Sale or Grant. (a) Any transaction effected after the Closing Date under this Article 12 Section 5, Section 9, Section 10.2 or Section 10.12 12.1 shall be conducted on an arm’s length basis and if effected with the Issuer, the Trustee, the Collateral Manager or any Affiliate of any of the foregoing, shall be effected in a secondary market transaction on terms at least as favorable to the Rated Noteholders as would be the case if such Person were not so Affiliated; provided that any disposition of a Collateral Interest in accordance with the requirements of the Loan Obligation Management Agreement; provided that (1) the Loan Obligation Manager Section 12.1 shall not direct the Trustee be deemed to acquire any Replacement Loan Obligation for inclusion in the Assets from the Loan Obligation Manager or any of its Affiliates as principal or to sell any Loan Obligation from the Assets to the Loan Obligation Manager or any of its Affiliates as principal unless the transaction is effected in accordance with the Loan Obligation Management Agreement and (2) the Loan Obligation Manager shall not direct the Trustee to acquire any Replacement Loan Obligation for inclusion in the Assets from any account or portfolio for which the Loan Obligation Manager serves as investment adviser or direct the Trustee to sell any Loan Obligation to any account or portfolio for which the Loan Obligation Manager serves as investment adviser unless such transactions comply with the Loan Obligation Management Agreement and this Section 206(3) of the Advisers Act12.3(a). The Trustee shall have no responsibility to oversee compliance with this clause by the other parties. (b) Upon any Grant purchase or substitution pursuant to this Article Section 12, all of the Issuer’s right, title and interest to the Asset Pledged Security or Securities shall be be, and hereby is, Granted to the Trustee pursuant to this Indenture, such Asset Pledged Security or Securities shall be registered in the name of the Trustee, and, if applicable, the Trustee shall receive such Pledged Loan Obligation Security or Securities. The Trustee also shall receive, not later than the date of delivery of any Loan Obligation delivered after the Closing Date, Pledged Security pursuant to a purchase under this Section 12, (a) an Officer’s Certificate certificate of the Loan Obligation Collateral Manager certifying that(1) compliance with the Reinvestment Criteria in accordance with Section 12.1(b), as (2) that the Collateral Interest to be sold constitutes an Impaired Interest, Credit Risk Interest, Credit Improved Interest, Future Funding Interest, Written Down Interest, Buy/Sell Interest, Taxed Collateral Interest, Taxed Property or Withholding Tax Interest, or upon the occurrence of an Investment Guidelines Event, Preferred Equity Security and (3) that any security to be purchased satisfies the definition of Collateral Interest and (b) an Officer’s certificate of the date Collateral Manager on behalf of such Grantthe Issuer containing the statements set forth in Section 3.2(b)(2) through (4), such Grant complies with the applicable conditions of (6) and is permitted by this Article 12 (and setting forth, to the extent appropriate, calculations in reasonable detail necessary to determine such compliance7). (c) Notwithstanding anything contained in this Article Section 12 to the contrary, the Issuer shall, subject to this Section 12.3(c12.3(d), have the right to effect any transaction to which has been consented to by the Initial Hedge Counterparty, Holders of Rated Notes evidencing 100% of the Aggregate Outstanding Amount of each and every Class of Notes Rated Notes, and each Income Noteholder has consented, and of which each Rating Agency has been notified in advance. (d) Except as specifically provided in this Indenture, at any time at which the Issuer is not a Qualified REIT Subsidiary, the Issuer may not (i) engage in any business or if there are no Notes Outstanding, 100% activity that would cause the Issuer to be treated as engaged in a U.S. trade or business for U.S. federal income tax purposes or (ii) acquire or hold any asset that is an equity interest in an entity that is treated as a partnership engaged in a U.S. trade or business for U.S. federal income tax purposes or the acquisition or ownership of which otherwise would subject the Preferred Shares)Issuer to net income tax in any jurisdiction outside its jurisdiction of incorporation.

Conditions Applicable to all Transactions Involving Sale or Grant. (a) Any transaction effected after the Closing Date under this Article 12 or Section 10.12 10.13 shall be conducted in accordance with the requirements of the Loan Obligation Collateral Management Agreement; provided that that, (1) the Loan Obligation Collateral Manager shall not direct the Trustee to acquire any Replacement Loan Obligation Substitute Collateral Debt Security for inclusion in the Assets from the Loan Obligation Collateral Manager or any of its Affiliates as principal or to sell any Loan Obligation Collateral Debt Security from the Assets to the Loan Obligation Collateral Manager or any of its Affiliates as principal unless the transaction is effected in accordance with the Loan Obligation Collateral Management Agreement and (2) the Loan Obligation Collateral Manager shall not direct the Trustee to acquire any Replacement Loan Obligation Substitute Collateral Debt Security for inclusion in the Assets from any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser or direct the Trustee to sell any Loan Obligation Collateral Debt Security to any account or portfolio for which the Loan Obligation Collateral Manager serves as investment adviser unless such transactions comply with the Loan Obligation Management Agreement and Section 206(3) requirements of the Advisers Actany applicable laws. The Trustee shall have no responsibility to oversee compliance with this clause by the other parties. (b) Upon any Grant pursuant to this Article 12, all of the Issuer’s right, title and interest to the Asset Pledged Obligation or Securities shall be Granted to the Trustee pursuant to this Indenture, such Asset Pledged Obligation or Securities shall be registered in the name of the Trustee, and, if applicable, the Trustee shall receive such Pledged Loan Obligation Collateral Debt Security or Securities. The Trustee shall also shall receive, not later than the date of delivery of any Loan Obligation Collateral Debt Security delivered after the Closing Date, an Officer’s Certificate of the Loan Obligation Collateral Manager certifying that, as of the date of such Grant, such Grant complies with the applicable conditions of and is permitted by this Article 12 (and setting forth, to the extent appropriate, calculations in reasonable detail necessary to determine such compliance). (c) Notwithstanding anything contained in this Article 12 to the contrary, the Issuer shall, subject to this Section 12.3(c), have the right to effect any transaction which has been consented to (i) by the Holders of Notes evidencing 100% of the Aggregate Outstanding Amount of each and every Class of Notes (or if there are no Notes Outstanding, 100% of the Preferred Shares)) and (ii) each Hedge Counterparty, and of which each Rating Agency has been notified.