Common use of Conditions Precedent to all Transactions Clause in Contracts

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied as determined by or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing AgreementsAgreement(s), if a copy was not previously delivered to Buyer, (v) fully executed Irrevocable Redirection Notices, except to the extent set forth in Section 8.18, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vivii) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, reports and approvals and opinions of counsel as Buyer may requirerequire (provided, however, that with respect to any Wet Mortgage Asset, delivery of the foregoing items in accordance with the provisions of Sections 3.01(g) and (h) shall be deemed to satisfy the conditions of this Section 6.01(a) (unless otherwise determined in the discretion of Buyer)); (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetexists; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than (i) for all Purchased Assets other than CMBS Purchased Assets, the Maturity Date, and (ii) for all CMBS Purchased Assets, the CMBS Purchased Asset Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person Seller on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) Buyer has received a copy of any licenseInterest Rate Protection Agreement and related documents entered into with respect to such Asset, registration or other similar certification or official document available to Seller from the jurisdiction where (ii) the related Underlying Mortgaged Property is locatedSeller Party has assigned or pledged to Buyer all of assignor’s rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents(iii) no termination event, default or event of default (however defined) exists thereunder; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents Documents, if applicable, in appropriate form for recording, to the extent such documents are required to be recorded, recording in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents located (the “Blank Assignment Documents”); (mk) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount For all Assets acquired from or performing any obligation due to Buyer originated by (whether directly or any indirectly) an Affiliate of Buyer under any other financing, hedging, security or other agreement Seller (other than under this Agreement) between Advisor any Asset acquired directly or indirectly from and/or originated by Guarantor or any of its SubsidiariesIntermediate Starwood Entity), if requested by Buyer, a true sale opinion from counsel to Seller in form and Buyer or any Affiliate of substance reasonably satisfactory to Buyer; and (nl) no Insolvency Event Buyer has occurred with respect to either Advisor or Sub-Advisor; received, within thirty (30) days of the Closing Date, the Revised Servicing Agreement, duly executed and delivered by the parties thereto. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or satisfied, unless any such condition precedent was expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d)the related Confirmation. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, Transaction for the purchase of any AssetEligible Asset or funding of any Purchase Price Increase, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Eligible Asset and Underlying Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, to the extent not already provided, (v) Irrevocable Redirection Noticesall related Servicer Letter Agreements to the extent not already provided, and shall have received and consented to all amendments, supplements and modifications thereto, (vi) a each trust receipt and any other items required to be delivered under the Custodial Agreement, (vi) with respect to Agreement and any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement)Supplement, (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyerrelevant Assignment and Contribution Agreement duly executed by all parties thereto, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may requirereasonably require all in form and substance reasonably satisfactory to Buyer; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset)the Eligible Assets or related Underlying Assets proposed to be sold, Default, Event of Default, Margin Deficit or Deficit, Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetor Market Disruption Event exists; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriateappropriate with respect to each Underlying Asset, and the results of such reviews are satisfactory to Buyer, which determination may include, without limitation, ordering BPOs on a representative sample of Underlying Assets as determined by Buyer and its credit review of the data. Seller shall pay all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 6.02(c); provided, that Sellers shall not be responsible for paying Buyer’s costs and expenses in excess of, in the aggregate, $20.00 per Underlying Asset in such pool of Underlying Assets. Sellers shall deliver BPOs in addition to the representative sample upon the request of Buyer, provided that these additional BPOs shall be at Buyer’s sole expense. Sellers shall provide Buyer with a BPO Schedule for all Underlying Assets; (d) Buyer has (i) determined that such Trust Certificate is an Eligible Asset and each Underlying Asset is an Eligible AssetMortgage Loan or Eligible REO Property, and (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) has executed the Confirmation; (e) immediately the Aggregate Purchase Price of all Transactions does not exceed the Maximum Aggregate Purchase Price after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) such Purchase Date occurs on or after the Closing Date but prior to the expiration of the Revolving Period and the Repurchase Date specified in the Confirmation is not later than the Maturity Facility Termination Date; (g) Seller has Sellers and Custodian have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the such Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that the related Seller has given notice to the applicable Persons of Buyer’s interest in such Underlying Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents;[reserved]; and (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect the Price Differential Maintenance Account contains funds in an amount equal to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased AssetDifferential Required Amount.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, (viii) a Servicer Notice, (ix) a duly completed Compliance Certificate and (viiix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit Deficit, Market Disruption Event or Material Adverse Effect shall have occurred and is be continuing, and the Minimum Facility Debt Yield Test (with respect to all Legacy Purchased Assets) Test, and PPV LTV/LTC Test are all each in compliance with respect to both the proposed Transaction compliance, and each no default or event of default exists under any other Purchased Assetfinancing, hedging, security or other agreement (other than this Agreement) between Seller and any of its Affiliates, and Buyer or any Affiliate thereof; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Buyer has received evidence that Seller has satisfied all applicable requirements under such pledgee provisions (including, if applicable, the giving of notice to the applicable Persons of Buyer’s interest in such Purchased Asset), so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) Buyer has received a copy of any licenseInterest Rate Protection Agreement and related documents entered into with respect to such Asset, registration (ii) Seller has assigned or other similar certification or official document available pledged to Seller from Buyer all of Seller’s rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, subject to, in the jurisdiction where case of a Cleared Swap, (A) the rights, if any, of the related Underlying Mortgaged Property is locatedDCO and FCM and (B) any limitation on assignment or pledge by Seller required by the DCO or FCM, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents(iii) no termination event, default or event of default (however defined) exists thereunder; (j) if requested by XxxxxBuyer, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale;issues; and (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, recording in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; . Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d)satisfied. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting Packagethe related MBS Information, (iii) a ConfirmationConfirmation executed by Buyer and Seller, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, if any, (v) any Trade Tickets related to such Asset and (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Deficit, Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetor Market Disruption Event exists; (c) Buyer has completed its due diligence review of the Underwriting PackageMBS Information, Purchased Asset Documents Records (if any) and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date as specified in the related Confirmation is not later than the Maturity Facility Termination Date; (g) Seller has and Custodian have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date;; and (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment The definitive certificate representing ownership of such Asset Purchased Assets that are subject to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest Transaction in the Purchased Assetsname of Buyer or, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to if such Purchased Assets transferred pursuant that are subject to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (Transaction are registered on DTC or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recordingsimilar depository, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due evidence satisfactory to Buyer that the records of DTC or any Affiliate such depository show Buyer as the beneficial owner of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect such Purchased Assets that are subject to either Advisor or Sub-Advisor; such Transaction. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viiiexcluding clauses (c), (d) and and, insofar as it relates to Custodian, (eg) and Sections 6.02(cabove) and (d)have been satisfied. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 (excluding clauses (c), (d) and, insofar as it relates to Custodian, (g) above) with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (viv) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset, but excluding any Approved Representation Exception), Default, Event of Default, Margin Deficit Deficit, or Material Adverse Effect shall have occurred and is be continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Mortgage Loan Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation, (v) determined that such Asset is adequately structured and stabilized, (vi) received payment of the Annual Funding Fee with respect to such Asset (which Annual Funding Fee may be netted from the Purchase Price funded on the applicable Purchase Date or netted from the Future Funding Amount funded on the applicable Future Funding Date, as applicable), and (vii) determined that such Asset satisfies the PPV Test as of the Purchase Date; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person Seller on or before the Purchase Date; (h) to the extent the related Purchased Asset Mortgage Loan Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is locatedif requested by Buyer, to the extent necessary for Seller to enforce its rights not covered by opinions previously delivered under similar facts and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxxcircumstances where there has been no change in Requirements of Law in connection with this Agreement, such customary opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity Affiliate of Seller or from any third party in a transaction not on arm’s-length terms or for other than fair market value, to the extent such transfer was in a manner or structure different from the manner or structure of transfer and sale analyzed in a true sale opinion previously delivered in connection with respect to such Purchased Assets transferred pursuant to a Master Bill of Sale;Asset; and (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (lj) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Mortgage Loan Documents each, if recordable, to be in appropriate form for recording, to the extent such documents are required to be recorded, recording in the jurisdiction in which the underlying real estate Mortgaged Property is located, together with executed blank assignments of all Purchased Asset Documents located (the “Blank Assignment Documents”);. (mk) Neither Advisor nor Buyer has received payment from Seller of all fees and expenses then due and payable under Section 3.07(b), the related provisions of the Fee Letter and all expenses then due and payable as contemplated by Section 13.02, together with any other fees and expenses otherwise then due and payable pursuant to any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any the other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Repurchase Documents. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii6.01(a)(vii), (d) and (e) and Sections 6.02(c6.02(a)(viii), (c), (d) and (dk). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied in the discretion of Buyer, or waived by BuyerBuyer in its discretion, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Assetdocuments, executed, if necessary, by the appropriate party thereto: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (viv) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyeran Omnibus Assignment, and (viiivii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may requirerequire in its discretion; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Deficit, Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetor Market Disruption Event exists; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Whole Loan Documents and such other documents, records and information as Buyer in its discretion deems appropriate, and the results of such reviews are satisfactory to BuyerBuyer in its discretion; (d) Buyer has in its discretion (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Purchase Date specified in the Confirmation is not later than the Funding Expiration Date and the Repurchase Date is not later than the then-current Maturity Date; (g) Seller has and Custodian have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Whole Loan Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) Buyer has received a copy of any licenseInterest Rate Protection Agreement, registration if required, and related documents entered into with respect to such Asset; provided, however, that with respect to Assets purchased on the Closing Date, such Interest Rate Protection Agreement shall be delivered within sixty (60) days thereafter and with respect to Assets purchased after the Closing Date, such Interest Rate Protection Agreement shall be delivered within thirty (30) days of purchase, (ii) Seller has assigned to Buyer all of Seller’s rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, and (iii) no termination event, default or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documentsevent of default (however defined) exists thereunder; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Whole Loan Documents in appropriate form for recording, to the extent such documents are required to be recorded, recording in the jurisdiction in which the underlying real estate is located, together with and executed blank assignments of all Purchased Asset Senior Interest Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (nk) For all Assets acquired from or originated by an Affiliate of Seller, such Asset (other than the Original Purchased Assets) has not been and is not being transferred (directly or indirectly) by or through Guarantor or any Relevant Affiliate, and counsel to Seller has delivered to Buyer a true sale opinion in form and substance acceptable to Buyer (in its sole discretion), which opinion makes no Insolvency Event has occurred assumptions for, and takes no qualifications with respect to either Advisor (x) consolidation of Seller with any Affiliate thereof or Sub-Advisor; (y) consolidation of the transferor of such Asset with any other Person (other than the opinion delivered on the Closing Date with respect to the Original Purchased Assets). Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (dwhich must be satisfied solely by Buyer) and (e) and Sections 6.02(c) and (d)have been satisfied. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer in its discretion on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two three (23) Business DaysDays of notice of such rescission, pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] timely notice of the proposed Transaction delivered in accordance with Section 3.01(a), (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing AgreementsAgreement, (v) an Irrevocable Redirection NoticesNotice that is executed by Seller and delivered to Custodian on behalf of Buyer, (vi) if the Underlying Obligor is required to remit Income to the Servicer, evidence satisfactory to Buyer that the Underlying Obligor has been so directed to remit Income to Servicer in accordance with the Purchased Asset Documents, (vii) a trust receipt and other items required to be delivered under the Custodial Agreement, (viviii) with respect to any Wet Mortgage Asset, a Bailee Agreement (as such term is defined in the Custodial Agreement), (viiix) the related Servicing Agreement, if a copy was not previously delivered to Buyer, (x) a Servicer Notice, if applicable and not previously delivered to Servicer, (xi) a duly completed Compliance Certificate (or an email stating that information contained in the most recent Compliance Certificate delivered pursuant to Section 8.08 remains true and correct in all respects) and (viiixii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no change in any Requirements of Law or market conditions which make it unfavorable for Buyer to enter into the proposed Transaction has occurred, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit resulting in a Margin Call, Market Disruption Event or Material Adverse Effect shall have occurred and is continuingoccurred, and the Facility Debt Yield Test (Test, each Sub-Limit and the Maximum Purchased Asset PPV Requirement with respect to all Legacy the prospective Purchased Assets) and PPV Test Asset are all in compliance with respect or will be in compliance after giving effect to both the proposed Transaction such Transaction, and each no default or event of default exists under any other Purchased Assetfinancing, hedging, security or other agreement (other than this Agreement) between any Seller Party and/or any Subsidiary of Guarantor, and Buyer or any Affiliate thereof; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible AssetAsset and complies, on the related Purchase Date, with both the Minimum Purchased Asset Debt Yield Requirement and the Maximum Purchased Asset PPV Requirement, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) solely with respect to any Hedge Required Asset (i) Buyer has received a copy of any Interest Rate Protection Agreement and related documents entered into with respect to such Asset, (ii) Seller has pledged to Buyer all of Seller’s rights (but none of its obligations) under such Interest Rate Protection Agreement in accordance with Section 8.10; (j) Seller has provided Buyer with copies of any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (jk) if requested by XxxxxBuyer, such opinions from counsel to Seller, Pledgor and Guarantor each Seller Party as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a baileeBailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”);; and (m) Neither Advisor nor any of its Subsidiaries Seller shall have defaulted beyond any applicable grace period in paying any amount or performing any obligation due provided evidence, satisfactory to Buyer or any Affiliate in its reasonable discretion, that the applicable Interim Assignment Documents have been submitted for recordation in the public recording office of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; the applicable jurisdiction. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Assetsatisfied.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, Transaction for the purchase of any AssetMortgage Loan, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset Mortgage Loan on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing AgreementsAgreement, to the extent not already provided, (v) Irrevocable Redirection Noticesall related Servicer Letter Agreement to the extent not already provided, and shall have received and consented to all amendments, supplements and modifications thereto, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), and (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, reports and approvals and opinions of counsel as Buyer may reasonably require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset)the Mortgage Loans proposed to be sold, Default, Event of Default, Margin Deficit or Deficit, Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetor Market Disruption Event exists; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Mortgage Loan Documents and such other documents, records and information as Buyer deems appropriateappropriate with respect to each Purchased Asset, and the results of such reviews are satisfactory to Buyer, which determination may include, without limitation, ordering BPOs on a representative sample of Mortgage Loans as determined by Buyer and its credit review of the data. Seller shall pay all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 6.02(c); provided, that Seller shall not be responsible for paying Buyer’s costs and expenses in excess of, in the aggregate, $20.00 per Mortgage Loan in such pool of Mortgage Loans. Seller shall deliver BPOs in addition to the representative sample upon the request of Buyer, provided that these additional BPOs shall be at Buyer’s sole expense. Seller shall provide Buyer with a BPO Schedule for all Purchased Assets; (d) Buyer has (i) determined that such Asset Mortgage Loan is an Eligible AssetMortgage Loan, and (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) has executed the Confirmation; (e) immediately the Aggregate Purchase Price of all Transactions does not exceed the Maximum Aggregate Purchase Price after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) such Purchase Date occurs on or after the Closing Date but prior to the expiration of the Funding Period and the Repurchase Date specified in the Confirmation is not later than the Maturity Facility Termination Date; (g) Seller has and Custodian have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the such Purchase Date; (h) to the extent the related Purchased Asset Mortgage Loan Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset Mortgage Loan to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset Mortgage Loan and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents;[reserved]; and (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect the Price Differential Maintenance Account contains funds in an amount equal to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Price Differential Required Amount. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those the conditions set forth in Sections 6.01(a)(viii6.02(e) or 6.01(d), 6.01(e) or 6.02(g) (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 solely with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2Custodian) Business Days, pay to Buyer the Repurchase Price of such Purchased Assethave been satisfied.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) : • Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] a Transaction Request[reserved], (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (viv) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all - 53 - other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) ; • immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset, but excluding any Approved Representation Exception), Default, Event of Default, Margin Deficit Deficit, or Material Adverse Effect shall have occurred and is be continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (c) ; • Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Mortgage Loan Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) ; • Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; , (ev) determined that such Asset is adequately structured and stabilized, (vi) received payment of the Annual Funding Fee with respect to such Asset (which Annual Funding Fee may be netted from the Purchase Price funded on the applicable Purchase Date or netted from the Future Funding Amount funded on the applicable Future Funding Date, as applicable), and (vii) determined that such Asset satisfies the PPV Test as of the Purchase Date; • immediately after giving effect to such Transaction, the Aggregate Amount Outstanding aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount; (f) ; • the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) ; • Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person Seller on or before the Purchase Date; (h) ; • to the extent the related Purchased Asset Mortgage Loan Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located; • if requested by Buyer, to the extent necessary for Seller to enforce its rights not covered by opinions previously delivered under similar facts and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxxcircumstances where there has been no change in Requirements of Law in connection with this Agreement, such customary opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity Affiliate of Seller or from any third party in a transaction not on arm’s-length terms or for other than fair market value, to the extent such transfer was in a manner or structure different from the manner or structure of transfer and sale analyzed in a true sale opinion previously delivered in connection with respect to such Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Asset; and • Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Mortgage Loan Documents each, if recordable, to be in appropriate form for recording, to the extent such documents are required to be recorded, recording in the jurisdiction in which the underlying real estate Mortgaged Property is located, together with executed blank assignments of all Purchased Asset Documents located (the “Blank Assignment Documents”); (m) Neither Advisor nor . • Buyer has received payment from Seller of all fees and expenses then due and payable under Section 3.07(b), the related provisions of the Fee Letter and all expenses then due and payable as contemplated by Section 13.02, together with any other fees and expenses otherwise then due and payable pursuant to any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any the other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Repurchase Documents. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii6.01(a)(vii), (d) and (e) and Sections 6.02(c6.02(a)(viii), (c), (d) and (dk). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunderhereunder relating to the prospective purchase of any Asset or to fund any future fundings relating to any existing Purchased Asset, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing AgreementsIrrevocable Redirection, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may requirerequire and (viii) evidence that Seller is in good standing in the jurisdiction where the Underlying Mortgaged Property is located, to the extent that Seller is then-currently required to do so under an applicable Requirement of Law (provided, however, that with respect to any Wet Mortgage Asset, delivery of the foregoing items in accordance with the provisions of Section 3.01(g) and (h) shall be deemed to satisfy the conditions of Section 6.02 (a) (unless otherwise determined in the discretion of Buyer)); (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit Deficit, or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect related to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asseteither Seller or Guarantor; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Mortgage Loan Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately the aggregate outstanding Purchase Price of all then existing Transactions does not exceed the Maximum Amount after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Facility Termination Date; (g) Seller has Seller, Pledgor and Custodian have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Mortgage Loan Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s 's interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by XxxxxBuyer, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (kj) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) Buyer shall have received executed blank assignments of all Purchased Asset Mortgage Loan Documents in appropriate form for recording, to the extent such documents are required to be recorded, recording in the jurisdiction in which the underlying real estate is located, together with located and executed blank assignments of all Purchased Asset Senior Interest Documents other here (the “"Blank Assignment Documents”"); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (nk) no Insolvency Event Buyer has occurred received a copy of any Interest Rate Protection Agreement and related documents entered into with respect to either Advisor such Asset, (ii) Seller has assigned to Buyer all of Seller's rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, and (iii) no termination event, default or Sub-Advisor; event of default (however defined) exists thereunder. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii6.01(a)(vi), (d) and (e) and Sections 6.02(cSection 6.02(a)(vii), (c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated Administrative Agent’s obligation to enter into any each Transaction, purchase any Assetfor the benefit of Buyers, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Dateinitial Transaction) thereforis subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the intended use thereof: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] No Termination Event, Default or Event of Default shall have occurred and be continuing under the Repurchase Documents; (ii) an Underwriting Package, (iii) a Confirmation, (iv) if Both immediately prior to the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately also after giving effect thereto and to the intended use thereof, no Representation Breach the representations and warranties made by each Seller in Section 11 hereof, shall be true, correct and complete in all material respects on and as of such Purchase Date with the same force and effect as if made on and as of such date (including with respect or, if any such representation or warranty is expressly stated to any Purchased Assethave been made as of a specific date, as of such specific date), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (ciii) The amount requested in the Transaction Request does not exceed the Available Purchase Price; (iv) After giving effect to the requested Transaction, the Asset Value of all Purchased Mortgage Loans that have not been repurchased is not less than the aggregate Repurchase Price for such Transactions; (v) Subject to the Administrative Agent’s and each Buyer’s right to perform one or more Due Diligence Reviews pursuant to Section 29 hereof, the Administrative Agent and each Buyer has shall have completed its due diligence review of the Underwriting PackageMortgage Loans for each Purchased Mortgage Loan, Purchased Asset Documents and such other documents, records records, agreements, instruments, mortgaged properties or information relating to such Purchased Mortgage Loan as the Administrative Agent and information as each Buyer in its sole discretion deems appropriate, appropriate to review and the results of such reviews are review shall be satisfactory to Buyerthe Administrative Agent and each Buyer in its sole discretion; (dvi) Buyer has On or prior to 10:00 a.m. (iCentral Time) determined that such Asset is an Eligible Asseton the related Purchase Date, Sellers shall have delivered to the Administrative Agent (a) a Transaction Request, (iib) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, Mortgage Loan Schedule and (ivc) executed the Confirmation; (e) immediately after giving effect a Purchased Mortgage Loan Report. With respect to such TransactionWet-Ink Mortgage Loans delivered electronically, the Aggregate Amount Outstanding does not exceed the Maximum Amount; Sellers shall deliver a Mortgage Loan Schedule by 11:00 a.m. (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”Central time); (mvii) Neither Advisor nor any of its Subsidiaries The Sellers shall have defaulted beyond any applicable grace period in paying any amount or performing any obligation due delivered to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement the Custodian (A) the Mortgage File with respect to each Purchased Mortgage Loan (other than under this a Wet-Ink Mortgage Loan) and (B) the Confirmation Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and; (nviii) no Insolvency Event has occurred with With respect to either Advisor or Subeach Wet-Advisor; Each Confirmation Ink Mortgage Loan, on the seventh (7th) Business Day following the applicable Purchase Date and in accordance with the terms of the Custodial Agreement, the Sellers shall deliver to the Custodian the Mortgage File; (ix) The Administrative Agent shall have received all fees and expenses of counsel to the Administrative Agent as contemplated by Sections 15(b), 29 and 40 which amount, at the Administrative Agent’s option, may be withheld from any Transaction hereunder; (x) To the extent Sellers are selling Mortgage Loans which are registered on the MERS® System, the Sellers shall have delivered an Electronic Tracking Agreement entered into, duly executed and delivered by Seller the parties thereto (including, the Administrative Agent) and being in full force and effect, free of any modification, breach or waiver; (xi) Each Transaction Request delivered by Sellers hereunder shall constitute a certification by Seller Sellers that all of the conditions precedent set forth in this Article 6 Section 3(b) have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any both as of the conditions precedent date of such notice or request and as of the date of such purchase); (xii) Upon request, the Administrative Agent shall have received from outside counsel to the Sellers an updated favorable opinion or opinions, in this Article 6 form and substance satisfactory to the Administrative Agent, covering and updating such matters that were originally addressed in the initial opinion issued and which the Administrative Agent in good xxxxx xxxxx appropriate to update; (xiii) the Administrative Agent shall have accepted any material changes to the Underwriting Guidelines which affect the eligibility of a Mortgage Loan or a Purchased Mortgage Loan hereunder; and (xiv) The Sellers shall have selected the LIBOR Period for any portion of the Transactions that, in the absence of such a selection or in the case of Swing Line Transactions (as defined in the Administration Agreement) would bear interest at the Daily Reset LIBOR Rate, as follows; provided that the Sellers may not have more than eight (8) LIBOR Periods with respect to outstanding Transactions at any Transaction or Purchased Asset shallgiven time: (A) In order to select the LIBOR Period, unless the Sellers shall give Administrative Agent telephonic notice not later than 10:00 AM on the effective date for which such failure was set forth in an exceptions schedule LIBOR Period is being selected, specifying: (1) the Business Day when the selection is to become effective; and (2) the relevant Confirmation or otherwise waived Purchase Price of the Transactions for which the selection is being made; (B) Sellers shall confirm the telephonic notice in writing by Buyer not later than the close of business on or before the related Purchase Datesame day, give rise by forwarding to Administrative Agent a completed and signed LIBOR Period Selection Confirmation in the right form of Buyer at any time to rescind Exhibit P. Confirmation shall be made by telecopy and an original signed by an Authorized Representative shall be mailed the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Assetsame day.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunderhereunder relating to the prospective purchase of any Asset or to fund any future fundings relating to any existing Purchased Asset, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (viv) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viiivi) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may requirerequire and (vii) evidence that each Seller is in good standing in the jurisdiction where the underlying Mortgaged Property is located, to the extent that such Seller is then-currently required to do so under an applicable Requirement of Law (provided, however, that with respect to any Wet Mortgage Asset, delivery of the foregoing items in accordance with the provisions of Section 3.01(g) and (h) shall be deemed to satisfy the conditions of Section 6.02(a) (unless otherwise determined in the discretion of Buyer)); (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit Deficit, or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect related to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetany Seller or Guarantor; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, Transaction and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Facility Termination Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) an Irrevocable Redirection NoticesNotice that is (x) executed by Seller and delivered to Custodian on behalf of Buyer, and (y) to the extent the related Underlying Obligor is not required by the related Purchased Asset Documents to remit Income to the Servicer, a fully executed Irrevocable Redirection Notice delivered to Custodian on behalf of Buyer, (vi) if the Underlying Obligor is required to remit Income to the Servicer, evidence satisfactory to Buyer that the Underlying Obligor has been so directed to remit Income to Servicer in accordance with the Purchased Asset Documents, (vii) a trust receipt and from Custodian, together with all other items required to be delivered under the Custodial AgreementAgreement (for all Purchased Assets other than Wet Mortgage Assets), (viviii) with respect to any Wet Mortgage Asset, a Bailee Agreement (as such term is defined in the Custodial Agreement)) and the related trust receipt from such Bailee, together with electronic or physical copies of all items required to be delivered under the Custodial Agreement, (viiix) the related Servicing Agreement, if a copy was not previously delivered to Buyer, (x) a Servicer Notice, if not previously delivered to Servicer, (xi) a duly completed Compliance Certificate, (xii) any material amendments, modifications, waivers, supplements, extensions, replacements or restatements to or of the Management Agreement, and (viiixiii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no change in any Requirements of Law or market conditions which make it unfavorable for Buyer to enter into the proposed Transaction has occurred, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit which is subject to a Margin Call (except as would be cured in its entirety by consummation of such Transaction), Material Event, Market Disruption Event or Material Adverse Effect shall have has occurred and is continuing, and each of the Minimum Purchased Asset Debt Yield Requirement with respect to the applicable Asset, the Maximum Purchased Asset PPV Requirement with respect to the applicable Asset, the Facility Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased AssetSub-Limit are in compliance; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible AssetAsset and complies, on the related Purchase Date, with both the Minimum Purchased Asset Debt Yield Requirement and the Maximum Purchased Asset PPV Requirement, in each case, as evidenced by Buyer’s execution of the related Confirmation, (ii) approved the purchase of such AssetAsset as evidenced by Buyer’s execution of the related Confirmation, (iii) obtained all necessary internal credit and other approvals for such TransactionTransaction as evidenced by Buyer’s execution of the related Confirmation, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, (I) the Aggregate Amount Outstanding aggregate Purchase Price of all Purchased Assets does not exceed the Maximum Amount, and (II) Guarantor will be in compliance with all of the financial covenants set forth in the Guarantee Agreement; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Facility Termination Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice (or will deliver such required notice contemporaneously with the consummation of the Transaction) to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) solely with respect to any Hedge Required Asset (i) Buyer has received a copy of any Interest Rate Protection Agreement and related documents entered into with respect to such Asset, (ii) Seller has assigned or pledged to Buyer all of Seller’s rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, subject to, in the case of a Cleared Swap, (A) the rights, if any, of the related DCO and FCM and (B) any limitation on assignment or pledge by Seller required by the DCO or FCM, and (iii) no termination event, default or event of default (however defined) exists thereunder; (j) Seller has provided Buyer with copies of any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (jk) if requested by XxxxxBuyer, such opinions from counsel to Seller, Pledgor and Pledgor, Sponsor, Manager and/or Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxxissues; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all applicable Purchased Asset Documents (the “Blank Assignment Documents”);; and (m) Neither Advisor nor any of its Subsidiaries Seller shall have defaulted beyond any applicable grace period in paying any amount or performing any obligation due provided evidence, satisfactory to Buyer in its reasonable discretion, that the applicable Interim Assignment Documents have been submitted, or any Affiliate are being submitted simultaneously with the consummation of Buyer under any other financingthe related Transaction, hedging, security or other agreement (other than under this Agreement) between Advisor or any for recordation in the public recording office of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; the applicable jurisdiction. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those satisfied. The conditions precedent set forth in Sections 6.01(a)(viii)this Section 6.02 shall be deemed to be complied with or waived by Buyer on the related Purchase Date; provided that, (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) notwithstanding any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shallforegoing, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing if it is subsequently determined by Buyer that: (i) any untrue or incorrect material information, certificate or similar item was provided to Buyer by or on behalf of Seller on or before prior to the related Purchase Date, give rise which information Buyer relied upon in whole or in part in making its decision to the right of Buyer at any time to rescind enter into the related Transaction, whereupon or (ii) Seller shall, within two (2) Business Days, pay failed to provide material information to Buyer on or prior to the Repurchase Price of related Purchase Date (other than information specified in an Approved Representation Exception) that, if so provided on or prior to the related Purchase Date, may reasonably have resulted in Buyer determining that a condition precedent was not satisfied, in each case, such condition precedent shall be deemed not satisfied for such Purchased Asset, the related Purchase shall be rescinded and Seller shall repurchase the related Purchased Asset pursuant to Section 3.04.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] ], (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (viv) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset, but excluding any Approved Representation Exception), Default, Event of Default, Margin Deficit Deficit, or Material Adverse Effect shall have occurred and is be continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Mortgage Loan Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation, (v) determined that such Asset is adequately structured and stabilized, (vi) received payment of the Annual Funding Fee with respect to such Asset (which Annual Funding Fee may be netted from the Purchase Price funded on the applicable Purchase Date or netted from the Future Funding Amount funded on the applicable Future Funding Date, as applicable), and (vii) determined that such Asset satisfies the PPV Test as of the Purchase Date; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person Seller on or before the Purchase Date; (h) to the extent the related Purchased Asset Mortgage Loan Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is locatedif requested by Buyer, to the extent necessary for Seller to enforce its rights not covered by opinions previously delivered under similar facts and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxxcircumstances where there has been no change in Requirements of Law in connection with this Agreement, such customary opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity Affiliate of Seller or from any third party in a transaction not on arm’s-length terms or for other than fair market value, to the extent such transfer was in a manner or structure different from the manner or structure of transfer and sale analyzed in a true sale opinion previously delivered in connection with respect to such Purchased Assets transferred pursuant to a Master Bill of Sale;Asset; and (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (lj) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Mortgage Loan Documents each, if recordable, to be in appropriate form for recording, to the extent such documents are required to be recorded, recording in the jurisdiction in which the underlying real estate Mortgaged Property is located, together with executed blank assignments of all Purchased Asset Documents located (the “Blank Assignment Documents”);. (mk) Neither Advisor nor Buyer has received payment from Seller of all fees and expenses then due and payable under Section 3.07(b), the related provisions of the Fee Letter and all expenses then due and payable as contemplated by Section 13.02, together with any other fees and expenses otherwise then due and payable pursuant to any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any the other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Repurchase Documents. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii6.01(a)(vii), (d) and (e) and Sections 6.02(c6.02(a)(viii), (c), (d) and (dk). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, Transaction or purchase any Asset, Asset (as determined or be obligated to take, fulfill or perform any other action hereunder, waived by Buyer) until the following additional conditions have been satisfied in the discretion of Buyer, or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] (ii) an Underwriting Package, (iiiii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (viiii) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viiiiv) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Deficit, Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetor Market Disruption Event exists; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Purchase Date specified in the Confirmation is not later than the Maturity Funding Expiration Date and the Repurchase Date is not later than the Facility Termination Date; (g) Seller has and Custodian have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by XxxxxBuyer, such opinions from counsel to Seller, Pledgor Seller and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral Assets and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (ni) no Insolvency Event Buyer has occurred received a copy of any Interest Rate Protection Agreement and related documents entered into with respect to either Advisor such Asset, Seller has assigned to Buyer all of Seller’s rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, and no termination event (other than any Mandatory Reduction Event, as defined in the related Interest Rate Protection Agreement), default or Sub-Advisor; event of default (however defined) exists thereunder. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those conditions which are expressly satisfied based upon Buyer’s determination, satisfaction or approval) have been satisfied, unless such failure was set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d)an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two three (23) Business DaysDays of written notice of such rescission, pay to Buyer and any Affiliated Hedge Counterparty the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied as determined by or waived by BuyerXxxxx, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] ], (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing AgreementsAgreement(s), if a copy was not previously delivered to Buyer, (v) Irrevocable Redirection Noticesa Servicer Notice, if not previously delivered to Servicer, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vivii) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, reports and approvals and opinions of counsel as Buyer may requirerequire (provided, however, that with respect to any Wet Mortgage Asset, delivery of the foregoing items in accordance with the provisions of Sections 3.01(g) and (h) shall be deemed to satisfy the conditions of this Section 6.01(a) (unless otherwise determined in the discretion of Buyer)); (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetexists; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) determined that each such Asset has adequate structure, stabilized Debt Yield and stabilized loan-to-value ratio (each as determined in Buyer’s sole and absolute discretion to Buyer’s last dollar), (iv) obtained all necessary internal credit and other approvals for such Transaction, and (ivv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum AmountAmount and no Sub-Limit is exceeded; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person Seller on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any licenseprior to entering into such Transaction, registration or other similar certification or official document available Buyer shall have determined that Guarantor’s Fixed Charge Coverage Ratio (as defined in the Guarantee Agreement) for the most recent Test Period (as defined in the Guarantee Agreement) is not less than 1.4 to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents1.00; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents Documents, if applicable, in appropriate form for recording, to the extent such documents are required to be recorded, recording in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents located (the “Blank Assignment Documents”); (mk) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount for all Assets acquired from or performing any obligation due to Buyer originated by (whether directly or any indirectly) an Affiliate of Buyer under any other financing, hedging, security or other agreement Seller (other than under this Agreement) between Advisor any Asset acquired directly or indirectly from and/or originated by Guarantor or any Subsidiary of its SubsidiariesGuarantor), if requested by Buyer, a true sale opinion from counsel to Seller in form and Buyer or any Affiliate of substance reasonably satisfactory to Buyer; and (nl) no Insolvency Event has occurred if the Purchased Asset is a STWD/SCREDIT Pari Passu Interest, Buyer shall have received a STWD/SCREDIT Co-Lender Agreement with respect to either Advisor or Sub-Advisor; such Purchased Asset in the form of Exhibit H and otherwise in form and substance acceptable to Buyer in its discretion, duly completed and executed by each of the parties thereto. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or satisfied, unless any such condition precedent was expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d)the related Confirmation. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated Buyer’s agreement to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date Transaction (including the first Purchase Dateinitial Transaction) thereforshall be determined in Buyer’s sole discretion and is otherwise subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (ai) Seller shall give Buyer no less than two (2) Business Days’ prior written notice of each Transaction (including the initial Transaction), which notice shall describe the terms of the Transaction and the Purchased Assets; (ii) The sum of (A) the unpaid Purchase Price for all prior outstanding Transactions and (B) the requested Purchase Price for the pending Transaction, in each case, shall not exceed the Maximum Facility Amount; (iii) No Market Disruption Event has occurred and is continuing, no Margin Deficit shall exist, and no Potential Event of Default or Event of Default has occurred and is continuing under this Agreement or any other Transaction Document (unless the Transaction would cure any of the foregoing); (iv) No Material Adverse Effect shall exist; (v) Seller shall have executed a Confirmation for such proposed Transaction; (vi) Buyer has received the following documents for each prospective Purchased Asset: shall have (i) [reserved] determined, in its sole discretion, that the Asset proposed to be sold to Buyer by Seller in such Transaction is an Eligible Asset, (ii) an Underwriting Packagesatisfactorily completed its “Know Your Customer” and OFAC diligence (as to the related Mortgagor, guarantor and all other related parties, as determined by Buyer), (iii) a Confirmationdetermined conformity to the terms of the Transaction Documents and Buyer’s internal credit and underwriting criteria, and (iv) if obtained internal credit approval, to be granted or denied in Buyer’s sole discretion, for the prospective inclusion of such Eligible Asset as a Purchased Asset is not serviced in a Transaction, without regard for any prior credit decisions by Buyer or an any Affiliate of Buyer, copies and with the understanding that Buyer shall have the absolute right to change any or all of its internal underwriting criteria at any time, without notice of any kind to Seller; (vii) Seller shall have delivered to Buyer a list of all exceptions to the related Servicing Agreements, representations and warranties relating to the Eligible Asset and any other eligibility criteria for such Eligible Asset (vthe “Requested Exceptions Report”); (viii) Irrevocable Redirection Notices, (vi) Guarantor shall have delivered to Buyer a trust receipt and other items Covenant Compliance Certificate with respect to Guarantor’s most recently ended fiscal quarter for which a Covenant Compliance Certificate is required to be delivered under hereunder, provided that to the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not extent Guarantor has previously delivered to BuyerBuyer a Covenant Compliance Certificate for the most recently ended fiscal quarter, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may requireSeller or Guarantor need not provide an additional Covenant Compliance Certificate for such fiscal quarter in connection with the proposed Transaction; (bix) both immediately before such prior to the requested Transaction and immediately also after giving effect thereto and to the intended use thereof, no Representation Breach the representations and warranties made by Seller in each of Exhibit V and Article 9 shall be true and correct on and as of such Purchase Date in all respects with the same force and effect as if made on and as of such date (including with respect or, if any such representation or warranty is expressly stated to any Purchased Assethave been made as of a specific date, as of such specific date), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect subject to all Legacy Purchased Assets) and PPV Test are all such exceptions specified in compliance with respect to both the proposed Transaction and each other Purchased Assetany Requested Exceptions Report that has been approved by Buyer; (cx) subject to Buyer’s right to perform one or more due diligence reviews pursuant to Article 28, Buyer has shall have completed its due diligence review of the Underwriting Package, Purchased Asset Documents File, and such other documents, records and records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset as Buyer in its sole discretion deems appropriate, and the results of such reviews are satisfactory appropriate to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may requirereview, including, without limitation, all external legal due diligence and any due diligence relating to lending licensing requirements which may impact Buyer, and such review shall be satisfactory to Buyer in its sole discretion and Buyer has consented in writing to the Eligible Asset becoming a Purchased Asset; (xi) with respect to any Eligible Asset to be purchased hereunder on the related Purchase Date that is not primarily serviced by the Primary Servicer, Seller shall have provided to Buyer a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, fully executed by Seller and the servicer named in the related Servicing Agreement; (xii) Seller shall have delivered to any related Mortgagor, obligor, related servicer or lead lender a direction letter with respect to the perfected Depository Account unless such Mortgagor, obligor, related servicer or lead lender is already remitting payments to Servicer, in which case Seller shall direct Servicer to remit all such amounts into the Depository Account and to service such payments in accordance with the provisions of this Agreement; (xiii) Seller shall have paid to Buyer all amounts that are due and payable under this Agreement at the time of such Transaction, including, without limitation, all legal fees and expenses of outside counsel and the reasonable and invoiced out-of-pocket costs and expenses actually incurred by Buyer in connection with the entering into of any Transaction hereunder, including, without limitation, costs associated with due diligence, recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at Buyer’s option, may be withheld from the sale proceeds of any Transaction hereunder; (xiv) Buyer shall have reasonably determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law including without limitation changes in any Reserve Requirements and any other increase in cost to Buyer applicable to Buyer has not made it unlawful or impracticable, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into the Transaction; (xv) Seller shall have taken such other action as Buyer shall have reasonably requested in order to transfer the Purchased Assets pursuant to this Agreement and to perfect all security interest interests granted under this Agreement or any other Transaction Document in favor of Buyer with respect to the Purchased Assets; (xvi) Buyer shall have received all such other and further documents, the Pledged Collateral documentation and any other collateral pledged pursuant to the Repurchase Document, and true sale legal opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity as Buyer in its reasonable discretion shall reasonably require; (xvii) Buyer shall have received (i) other than with respect to a Table Funded Purchased Asset, from Custodian on each Purchase Date an Asset Schedule and Exception Report (as defined in the Custodial Agreement) with respect to each Purchased Asset, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets transferred pursuant to be purchased hereunder on such Business Day; or (ii) a Master Bill Bailee Letter from an Acceptable Attorney identifying the applicable Release Letter being held on behalf of SaleBuyer; (kxviii) no Change as of Control has occurred unless the applicable Purchase Date for such Change Eligible Asset, each of Control has been approved by Xxxxxthe Concentration Limits is satisfied; (lxix) Custodian (or a bailee) Buyer shall have received executed blank assignments of all Purchased from Seller an original Release Letter covering such Eligible Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”)sold to Buyer; (mxx) Neither Advisor nor any The Advance Rate relating to such Eligible Asset shall not exceed the Maximum Advance Rate and the Buyer’s LTV for such Eligible Asset shall be no greater than sixty percent (60%) as of its Subsidiaries have defaulted beyond any the applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; andPurchase Date; (nxxi) no Insolvency Event has occurred Buyer shall have received from Seller the Draw Fee related to such Eligible Asset in accordance with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all the terms and provisions of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased AssetFee Letter.

Conditions Precedent to all Transactions. Buyer shall not be obligated Buyer's agreement to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date Transaction (including the first Purchase Dateinitial Transaction) thereforis subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a) the applicable Seller shall have delivered a Confirmation via Electronic Transmission and a Transaction Request Package acceptable to Buyer has received in accordance with the following documents for each prospective Purchased procedures set forth in Section 3.03, and Buyer shall have determined that the Mortgage Asset described in such Confirmation is an Eligible Asset: (i) [reserved] (ii) an Underwriting Package, (iii) a Confirmation, (iv) if shall have approved the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies purchase of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required Mortgage Asset to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined included in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, such Transaction in its sole and (viii) absolute discretion and shall have obtained all other documents, certificates, information, financial statements, reports, necessary internal credit approvals and opinions of counsel as Buyer may requirefor such Transaction; (b) no Default or Event of Default shall have occurred and be continuing under this Agreement, the Guarantee Agreement or any other Repurchase Document and no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (c) Buyer shall have received a certificate of a Responsible Officer of the applicable Seller, substantially in the form of Exhibit K hereto, (i) showing in detail the calculations demonstrating that, after giving effect to the requested Transaction, no Margin Deficit shall then exist, (ii) stating that, to the best of such Responsible Officer's knowledge, since the date of the certificate most recently delivered pursuant to Section 9.01(b)(ii), the applicable Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (iii) describing all interests of Seller's Affiliates in any Underlying Mortgaged Property related to any proposed Mortgage Asset (including without limitation, any lien, encumbrance or other debt or equity position or other interest in the Underlying Mortgaged Property that is senior or junior to the proposed Mortgage Asset in right of payment or priority) and (iv) showing in detail the calculations supporting such Responsible Officer's certification of the applicable Seller's compliance with the requirements of Sections 9.01(f) and 9.01(l)-(n); (d) both immediately before such prior to the requested Transaction and immediately also after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Assetthe representations and warranties made by the applicable Seller in Section 8.01 and in Schedules 1(a)-1(h), Defaultas applicable, Event shall be true, correct and complete on and as of Defaultsuch Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, Margin Deficit if any such representation or Material Adverse Effect shall warranty is expressly stated to have occurred and is continuingbeen made as of a specific date, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetas of such specific date); (ce) subject to Buyer's right to perform one or more Due Diligence Reviews pursuant to Section 12.11, (i) in the case of a Dry Mortgage Asset, Buyer has shall have completed its due diligence review of the Underwriting PackageMortgage Asset File and the Mortgage Asset File for each Purchased Asset, Purchased Asset Documents and such other documents, records and records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset as Buyer in its sole discretion deems appropriateappropriate to review and such review shall be satisfactory to Buyer in its sole discretion and Buyer has consented in writing to the related Mortgage Asset becoming a Purchased Asset, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved in the purchase case of a Wet Mortgage Asset, Seller has delivered a Wet Transaction Request and pledge to deliver a complete Mortgage Asset File with respect to any Wet Mortgage Assets identified on such Wet Transaction Request within five (5) Business Days of the related Purchase Date; provided, that, with respect to any Dry Mortgage Assets, if Buyer's diligence review of the Mortgage Asset File requires the delivery of a mortgage file or the equivalent, Seller shall have the benefit of such Assetdelayed delivery provisions as are customary in pooling and servicing agreements (e.g., while a promissory note (iiior analogous document directly evidencing the obligation) obtained all necessary internal credit and other approvals for such Transactionmust be delivered as a condition of closing, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amountan ancillary document or estoppel may be delivered within a reasonable timeframe thereafter); (f) with respect to any Eligible Asset to be purchased hereunder on the Repurchase related Purchase Date specified in the Confirmation which is not later than serviced by the Maturity Dateapplicable Seller or an Affiliate thereof, the applicable Seller shall have provided to Buyer a copy of the related Servicing Agreement, certified as a true, correct and complete copy of the original, together with a Servicer Notice, fully executed by Seller and the Servicer; (g) Seller has satisfied Buyer shall have received all requirements fees and conditions expenses of counsel to Buyer as required hereunder and/or by the Fee Letter and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is locatedSection 12.01 and, to the extent necessary Seller is required hereunder to reimburse Buyer for Seller to enforce its rights such amounts, Buyer shall have received the costs and remedies under expenses incurred by it in connection with the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may requireentering into of any Transaction hereunder, including, without limitation, costs associated with due diligence, recording or other administrative expenses necessary or incidental to the execution of any Transaction hereunder, which amounts, at Buyer's option, may be withheld from the sale proceeds of any Transaction hereunder; (h) no Margin Deficit shall exist, either immediately prior to or after giving effect to the requested Transaction, and none of the following shall have occurred and/or be continuing: (i) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a "repo market" or related "lending market" for purchasing (subject to repurchase) or financing debt obligations secured by commercial mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Mortgage Assets through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (ii) an event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by Mortgage Assets or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by Mortgage Assets at prices which would have been reasonable prior to such event or events; (i) Buyer shall have received from the Custodian on each Purchase Date an Asset Schedule and Exception Report with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset, dated the Purchase Date, duly completed and with exceptions acceptable to Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; (j) Buyer shall have received from the applicable Seller a Release Letter covering each Eligible Asset purchased by or transferred to Seller from an affiliated entity other than with respect be sold to Purchased Assets transferred pursuant to a Master Bill of SaleBuyer; (k) no Change prior to the purchase of Control has occurred unless such Change any Mortgage Asset acquired (by purchase or otherwise) by the applicable Seller from any Affiliate of Control has been approved by XxxxxSeller, Buyer shall have received a Non-Consolidation Opinion and a True Sale Opinion; (l) Custodian (Buyer shall not have reasonably determined that the introduction of, or a bailee) change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have received executed blank assignments of all Purchased Asset Documents in appropriate form asserted that it is unlawful, for recording, Buyer to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”)enter into Transactions; (m) Neither Advisor nor the initial Purchase Price specified in a Confirmation for a Mortgage Asset shall not be less than $3,000,000 and increments of $100,000 thereafter; provided, that two (2) Confirmations per calendar month may specify an initial Purchase Price in an amount greater than $1,000,000 and less than $3,000,000. (n) the Repurchase Date for such Transaction is not later than the Facility Termination Date; (o) the applicable Seller shall have taken such other action as Buyer shall have reasonably requested in order to transfer the Purchased Assets pursuant to this Agreement and to perfect all security interests granted under this Agreement or any other Repurchase Document in favor of its Subsidiaries Buyer with respect to the Purchased Assets; (p) the weighted average Purchase Rate of all Mortgage Assets shall not exceed 85.0%; (q) the weighted average LTV of all Mortgage Assets multiplied by the weighted average Purchase Rate of all Mortgage Assets shall not exceed 80.0%; (r) with respect to any Wet Mortgage Assets, Buyer shall have defaulted beyond any applicable grace period received a Wet Transaction Request Package, an Escrow Agreement in paying any amount or performing any obligation due the form attached hereto as Exhibit M and a Closing Letter in the form attached hereto as Exhibit N; (s) Seller shall have delivered to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyera Compliance Certificate in the form attached hereto as Exhibit J; and (nt) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Buyer shall have received all such other and further documents, documentation and legal opinions (including, without limitation, opinions regarding the perfection of Buyer's security interests) as Buyer in its reasonable discretion shall reasonably require. Each Confirmation delivered by any Seller hereunder shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 Section 3.02 with respect to any Transaction Seller have been satisfied, waived or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to is not applicable (both as of the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price date of such Purchased Assetnotice or request and as of the date of such purchase).

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied in the discretion of Buyer, or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) fully-executed Irrevocable Redirection Notices, except to the extent set forth in Section 8.16, (viv) a trust receipt and other items required to be delivered under the Custodial Agreement, and (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetexists; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person Seller on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where Buyer has received a copy of the related Underlying Mortgaged Property is locatedInterest Rate Protection Agreement (if any) and all related documents, (ii) Seller or Guarantor, as applicable, has assigned to the extent necessary for Seller to enforce Buyer all of assignor’s rights (but none of its rights obligations) under such Interest Rate Protection Agreement and remedies under the related Purchased Asset Documentsdocuments, and (iii) no termination event, default or event of default (however defined) exists thereunder; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all related Purchased Asset Documents Documents, each in appropriate form for recording, recording (to the extent such documents are required to be recorded, recordable) in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents located (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (nk) no Insolvency Event has occurred with respect For all Assets acquired from or originated by (whether directly or indirectly) an Affiliate of Seller (other than any Asset acquired directly or indirectly from and/or originated by Guarantor or any Intermediate Starwood Entity), if requested by Buyer, a true sale opinion from counsel to either Advisor or Sub-Advisor; Seller in form and substance reasonably satisfactory to Buyer. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or satisfied, unless any such condition precedent was expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d)the related Confirmation. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated Except as provided below, Buyer’s obligation to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date Transaction (including the first Purchase Dateinitial Transaction) therefor: (a) Buyer has received is subject to the satisfaction of the following documents for each prospective Purchased Asset: (i) [reserved] (ii) an Underwriting Packagefurther conditions precedent, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required both immediately prior to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before entering into such Transaction and immediately also after giving effect thereto and to the intended use thereof: (i) Seller shall have delivered to Buyer and Custodian a Request for Purchase at least one Business Day prior to the proposed Purchase Date specified in such Request for Purchase, no Representation Breach except in the case of Wet Ink Mortgage Loans in which case notice may be given the same day (including in the Mortgage Loan Schedule attached thereto the Collateral Information, which may be transmitted by direct electronic transmission or via a computer diskette, in either case in Excel format); (ii) other than with respect to any Purchased Asset)Wet Ink Mortgage Loans, Default, Event of Default, Margin Deficit or Material Adverse Effect Buyer shall have occurred received from Custodian a Trust Receipt with exceptions as are acceptable to Buyer in its discretion in respect of Mortgage Loans to be sold hereunder on the applicable Purchase Date and is continuinga Mortgage Loan Schedule, in each case dated such Purchase Date and the Debt Yield Test duly completed; (iii) with respect to all Legacy each Purchased AssetsMortgage Loan included in such Transaction pursuant to which any Person has a security interest, pledge, hypothecation or Lien for the benefit of such Person prior to such loan being subject to such Transaction, Seller shall have delivered to Buyer either (x) a security release certification executed by an authorized officer of the Person that had a security interest, pledge, hypothecation or Lien for the benefit of such person in a form approved by Buyer or (y) a bailee letter in a form reasonably acceptable to Buyer and PPV Test are all in compliance with respect to both executed by an authorized officer of the proposed Transaction and each other Person that had a security interest, pledge, hypothecation or Lien for the benefit of such Person, which letter states the payoff amount for such Purchased AssetMortgage Loan; (civ) Buyer has shall have completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect its reasonable satisfaction with respect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents each Mortgage Loan to be performed by purchased on such Person on or before the Purchase Date; (hv) to the extent the related Purchased Asset Documents contain notice, cure no Default or Event of Default shall have occurred and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisionsbe continuing; (ivi) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, approved Seller’s Underwriting Guidelines applicable to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of BuyerTransaction; and (nvii) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased AssetCollateral Deficit exists.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunderhereunder relating to the prospective purchase of any Asset or to fund any future fundings relating to any existing Purchased Asset, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (viv) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viiivi) all other documents, certificates, information, financial statements, - 62- reports, approvals and opinions of counsel as Buyer may requirerequire and (vii) evidence that each Seller is in good standing in the jurisdiction where the underlying Mortgaged Property is located, to the extent that such Seller is then-currently required to do so under an applicable Requirement of Law (provided, however, that with respect to any Wet Mortgage Asset, delivery of the foregoing items in accordance with the provisions of Section 3.01(g) and (h) shall be deemed to satisfy the conditions of Section 6.02(a) (unless otherwise determined in the discretion of Buyer)); (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit Deficit, or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect related to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetany Seller or Guarantor; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, Transaction and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Facility Termination Date; (g) Seller has Each Seller, Pledgor and Custodian have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that each Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to SellerSellers, Pledgor Xxxxxxx and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (lj) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, - 63- together with executed blank assignments of all other Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (ni) no Insolvency Event Buyer has occurred received a copy of any Interest Rate Protection Agreement and related documents entered into with respect to either Advisor such Asset, (ii) each Seller has assigned to Buyer all of such Seller’s rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, and (iii) no termination event, default or Sub-Advisor; event of default (however defined) exists thereunder. Each Confirmation delivered by a Seller shall constitute a certification by such Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii6.01(a)(vi), (d) and (e) and Sections 6.02(cSection 6.02(a)(vii), (c) and (d). The failure of a Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon the related Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied in the discretion of Buyer, or waived by BuyerBuyer in its discretion, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting PackageMBS File, (iii) a ConfirmationConfirmation executed by Buyer and Seller, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, if any, (v) any Trade Tickets related to such Asset and (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may requirerequire in its discretion; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Deficit, Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetor Market Disruption Event exists; (c) Buyer has completed its due diligence review of the Underwriting PackageMBS File, Purchased Asset Documents Records (if any) and such other documents, records and information as Buyer in its discretion deems appropriate, and the results of such reviews are satisfactory to BuyerBuyer in its discretion; (d) Buyer has in its discretion (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has and Custodian have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment The definitive certificate representing ownership of such Asset Purchased Assets that are subject to Buyersuch Transaction in the name of Buyer or, Xxxxx has received if such Purchased Assets that are subject to such Transaction are registered on DTC or similar depository, evidence satisfactory evidence to Buyer that Seller has given notice the records of DTC or such depository show Buyer as the beneficial owner of such Purchased Assets that are subject to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions;Transaction; and (i) Satisfaction of any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, conditions precedent to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor initial Transaction as Buyer may require, including, without limitation, with respect to the perfected security interest set forth in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement Section 6.01 (other than under this AgreementSection 6.01(d)) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect that were not satisfied prior to either Advisor or Sub-Advisor; the initial Purchase Date. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viiiexcluding clauses (c), (d) and and, insofar as it relates to Custodian, (eg) and Sections 6.02(cabove) and (d)have been satisfied. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 (excluding clauses (c), (d) and, insofar as it relates to Custodian, (g) above) with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer in its discretion on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay shall immediately repay to Buyer the Repurchase Price of such Purchased Asset to the extent Buyer has advanced funds for such Purchased Asset.

Conditions Precedent to all Transactions. Buyer Each Advance under this Agreement, each Addition, each Substitution and each Discretionary Sale (each, a “Transaction”) shall not be obligated subject to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional further conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) thereforprecedent that: (a) Buyer has received On and as of the date of such Transaction the following documents for each prospective Purchased Asset: statements shall be true and correct, and the Borrower by entering into such Transaction shall be deemed to have certified that: (i) [reserved] (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage AssetAdvance, the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian and the Collateral Agent) no later than (x) 2:00 p.m. on the date that is one (1) Business Day prior to the proposed Advance Date for any Dollar Advances, (y) 11:00 a.m. on the date that is two (2) Business Days prior to the proposed Advance Date for any Advance in an Eligible Currency other than Dollars or AUDs and (z) 2:00 p.m. on the date that is three (3) Business Days prior to the proposed Advance Date for any AUD Advances, a Bailee Agreement Servicer Advance Date Report; (ii) with respect to any Transaction other than an Advance, the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian and the Collateral Agent) no later than one Business Day prior to such Transaction, a Borrowing Base Certificate and Loan Tape updated to give pro forma effect to the relevant Addition, Substitution or Discretionary Sale; provided that if the Servicer delivers a Borrowing Base Certificate on the same Business Day as any Addition or Substitution, the Administrative Agent may in its sole discretion accept the Borrowing Base Certificate and approve such Addition or Substitution; (iii) with respect to any Transaction that is an Addition, (A) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), on or prior to the date of such Addition, an Approval Notice and the Loan Checklist, (B) in the case of any Loan acquired by the Borrower through direct origination by the Borrower or an Affiliate thereof, the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent) (1) within two (2) Business Days (or within five (5) Business Days in the case of clause (c) of the definition of Required Loan Documents) of the date on which funds are released to the related Obligor for settlement of the Loan (as defined notified by the Collateral Agent to the Administrative Agent), the Required Loan Documents and (2) prior to the release of such funds to the related Obligor as set forth in clause (1), a confirmation from the Servicer that the Required Loan Documents have been finalized and agreed among the relevant parties (which, if the Loans to be Pledged are closed in escrow, may take the form of a certificate (in the Custodial Agreementform of Exhibit G) from the closing attorneys of such Loans certifying the possession of the Required Loan Documents) and that the Borrower will provide copies of the fully executed Required Loan Documents to the Collateral Custodian (with a copy to the Administrative Agent) as set forth in clause (1); and (C) in the case of a Loan acquired by the Borrower from a third party, the Borrower shall cause to be delivered to the Collateral Custodian (with a copy to the Administrative Agent), within two (vii2) Business Days after the date of such Addition, (1) the related Servicing AgreementRequired Loan Documents, if a (2) an executed copy was not previously delivered of each assignment and assumption agreement, transfer document or instrument relating to Buyereach Loan so Pledged evidencing the assignment of such Loan from any prior third party owner thereof directly to the Borrower, and (viii3) all other documentsthan in the case of a Noteless Loan, certificatesan e-mailed copy of the duly executed original promissory notes of the Loans so Pledged (and, informationin the case of any Noteless Loan, financial statements, reports, approvals and opinions of counsel as Buyer may requirea fully executed assignment agreement); (b) immediately before such Transaction On and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (c) Buyer has completed its due diligence review as of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results date of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed Borrower and the Maximum AmountServicer shall certify as follows: (i) no Unmatured Event of Default (other than a Borrowing Base Deficiency) or Event of Default exists or would result from such Transaction; (ii) (A) in the case of an Advance, no Borrowing Base Deficiency exists or would result from such Transaction and (B) in the case of a Transaction other than an Advance, either (I) no Borrowing Base Deficiency exists or would result from such Transaction or (II) if a Borrowing Base Deficiency exists the relevant Transaction will cure or reduce such Borrowing Base Deficiency; (iii) other than Permitted Liens, no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on the date of such Transaction; (iv) the representations and warranties contained in Section 4.01, Section 4.02 and Section 4.03 and the representations and warranties of the Servicer contained in the Servicing Agreement are true and correct in all respects (other than any representation and warranty that is made as of a specific date), and no material breach of any covenant contained in Section 5.01, Section 5.02, Section 5.03 and Section 5.04 would result from the Transaction or the application of proceeds therefrom; (v) no event has occurred and is continuing, or would result from such Advance, which constitutes a Servicer Default or any event which, if it continues uncured, will, with notice or lapse of time, constitute a Servicer Default; (vi) since the later of the Closing Date or the date of the last financial statements (or the last day of the period covered by such financial statements) delivered pursuant to Section 6.08(g), there has been no material adverse change in the ability of the Transferor to perform its obligations under any Transaction Document; (vii) in the case of an Advance, all terms and conditions of the Sale and Contribution Agreement and the Master Participation Agreement, as applicable, required to be satisfied in connection with the assignment of each Eligible Loan Asset being Granted hereunder as a result of such Transaction (and the Portfolio Asset related thereto), including, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in the Collateral Portfolio, including such Eligible Loan Assets and the Portfolio Asset and the proceeds thereof shall have been made, taken or performed or will be so on the related Addition Date; (viii) in the case of an Advance, the Loan to be acquired with the proceeds of any Advance is an Eligible Loan Asset as of the Addition Date; and (A) with respect to Eligible Loan Assets purchased with Advances, such Advance shall be denominated in the same Eligible Currency as such Loan and (B) with respect to Eligible Loan Assets purchased with available Principal Collections, such Principal Collections shall be denominated in the same Eligible Currency (or converted to such Eligible Currency pursuant to Section 2.18(f)(iii)) as the Loan acquired in connection with such reinvestment. (c) Each Eligible Loan Asset identified on the updated Loan Tape for inclusion in the Collateral Portfolio on the applicable Addition Date has been approved by the Administrative Agent in an Approval Notice. (d) No Applicable Law shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advances by any Lender or the proposed Pledge of Eligible Loan Assets in accordance with the provisions hereof. (e) With respect to an Advance, the proposed Advance Date shall take place during the Revolving Period. (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; All filings (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in any Eligible Loan Assets to be Pledged in connection with such Transaction and the Purchased AssetsPortfolio Assets related thereto and the proceeds thereof shall have been made, the Pledged Collateral and any other collateral pledged taken or performed. (g) The Borrower shall have paid in full all fees then required to be paid pursuant to the Repurchase DocumentTransaction Documents, including all fees required hereunder and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recordingunder the applicable Lender Fee Letters, to the extent such documents are required to be recorded, in Administrative Agent Fee Letter and the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased AssetWxxxx Fargo Fee Letter.

Conditions Precedent to all Transactions. Buyer shall not be obligated Buyer's obligation to enter into any each Transaction (including the initial Transaction, purchase any Asset, or be obligated ) is subject to take, fulfill or perform any other action hereunder, until the satisfaction of the following additional further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the intended use thereof: (i) Seller shall have been satisfied delivered to Buyer or waived by its designee, documents evidencing the transfer of the ownership of the related Assets from Seller to Buyer, including delivery to Custodian of the Assets File(s) and deliver of a duly executed bond power or transfer instrument for the related Asset; (ii) Seller shall have instructed the applicable Custodian, debtor, trustee, paying agent, authenticating agent, transfer agent, registrar, predecessor in interest, owner, and Servicer, if any, in respect of the related Assets to: (A) reflect on their books and records the transfer of such Assets to Buyer, as owner or secured party (if the Assets are in the form of a security agreement), and (B) re-register in the name of Buyer all Trust Receipts, collateral receipts or other applicable instruments relating to each Purchased Asset on or prior to the related Purchase Date; (iii) Custodian shall have delivered to Buyer all Trust Receipt(s) relating to the Purchased Assets, and an Asset Schedule noting such Exceptions as are acceptable to Buyer in its sole discretion in respect of Assets to be sold hereunder on such Business Day, in each case dated such Business Day and duly completed; (iv) Seller shall have delivered a Purchase Request to Buyer, at least two (2) Business Days prior to the proposed Purchase Date specified in such Purchase Request; (v) Seller shall have delivered to Buyer, no later than 2:00 p.m. New York time at least one (1) Business Day prior to the Purchase Date, the Asset Schedule, and an Asset Tape with respect to each Asset to be purchased on and as of the such Purchase Date and the Custodian shall have received the Asset Schedule no later than 12:00 noon New York time one (including the first 1) Business Day prior to such Purchase Date) therefor:; (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust In the event Buyer has provided Seller with written notice at least two (2) Business Days prior to its receipt and other items required of any Purchase Request of its intent to be delivered under the Custodial Agreement, (vi) with respect conduct pre-funding due diligence prior to any Wet Mortgage AssetPurchase Date, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (c) Buyer has completed its due diligence review of to its satisfaction with respect to each Asset to be purchased on the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriaterelevant Purchase Date, and the results of such reviews are investigation (and all other legal and documentary matters with respect to such Asset) supports the Mortgage Loan Representations and shall be satisfactory to Buyer in its sole discretion in accordance with Section 15 hereof. (vii) No Event of Default or Default shall have occurred and be continuing, and there shall not have occurred one or more events that, in the reasonable judgment of the Buyer, constitutes or could reasonably be expected to constitute a Material Adverse Effect; (dviii) Seller shall have provided Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the with a copy of any changes to Seller's Underwriting Guidelines prior to Buyer's purchase of any Asset affected by such Asset, (iii) obtained all necessary internal credit change and other approvals for Buyer shall have approved such Transaction, and (iv) executed the Confirmationchanges; (eix) immediately after giving effect to such TransactionBuyer shall have received the most recent available servicing or like reports, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitationany, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (nx) no Insolvency Event has occurred If requested by Buyer due to a question arising as to validity, enforceability or compliance with law, an opinion or opinions of counsel to the Seller and the Interim Servicer, addressing the matters set forth in the form attached hereto as Exhibit VIII, then Seller shall, upon the request of Buyer, deliver an opinion of counsel in such state acceptable to the Buyer, substantially in the form of items number 11, 13 and 14 of Exhibit VIII. (xi) With respect to any Collateralized Note, the Buyer shall have received (1) the original Collateralized Note endorsed to the Buyer, (2) the original certification and trust receipt issued by the applicable Custodian with respect to either Advisor or Sub-Advisor; Each Confirmation delivered the Mortgage Loans securing such Collateralized Note, (3) a "notice of pledge" executed by the Seller shall constitute and the applicable Custodian, and (4) a certification "notice and consent" executed by Seller that all the maker and each endorsee of the Collateralized Note. (xii) All terms and conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller the Master Facilities Agreement shall be satisfied to satisfy (or obtain an express waiver in writing of) any the reasonable satisfaction of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased AssetBuyer.

Conditions Precedent to all Transactions. Buyer shall not be obligated The Purchaser’s agreement to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date Transaction (including the first Purchase Dateinitial Transaction) thereforis subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a) Buyer has received no Applicable Law shall prohibit, and no order, judgment or decree of any Governmental Authority shall prohibit or enjoin, the following documents for each prospective Purchased Asset: entering into such Transaction by the Purchaser in accordance with the provisions hereof or any other transaction contemplated herein; (ib) [reserved] (ii) an Underwriting Packagethe Seller, (iii) a Confirmationthe Guarantor and the Pledgor shall have delivered to the Purchaser all reports, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt certifications and other items information required to be delivered under the Custodial Agreementterms of this Agreement and the other Repurchase Documents as of the date of such Transaction; (c) the Seller shall have delivered to the Purchaser an executed Confirmation in accordance with the procedures set forth in Section 2.2, the Purchaser shall have determined that the Asset described in such Confirmation is an Eligible Asset, and the Purchaser shall have approved the purchase of the Eligible Asset to be included in such Transaction in its discretion, shall have obtained all necessary internal credit and other approvals for such Transaction and shall have executed the Confirmation; (vid) the Purchaser shall have received a written Transaction Request, the related Underwriting Package, the related Seller Asset Schedule and such other information as it may reasonably request related to its review and approval of an Asset; (e) no Default or Event of Default shall have occurred and be continuing; (f) the Purchaser shall have received a Compliance Certificate in the form of Exhibit VIII attached hereto from a Responsible Officer of the Seller; (g) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Assets subject to outstanding Transactions or the Maximum Amount; (h) subject to the Purchaser’s right to perform one or more Due Diligence Reviews pursuant to Section 13.21, the Purchaser shall have completed in accordance with Section 2.2 its due diligence review of the Asset File and the Underwriting Package for each Asset and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Asset as the Purchaser in its sole reasonable discretion deems appropriate to review, and such reviews shall be satisfactory to the Purchaser in its sole reasonable discretion; (i) no Margin Deficits are outstanding and no Margin Deficits will occur after giving effect to the requested Transaction; (j) subject to Section 6.3, with respect to any Wet Mortgage Eligible Asset to be purchased hereunder on the related Purchase Date that is serviced pursuant to a Servicing Agreement or a Pooling and Servicing Agreement, the Seller shall have provided to the Purchaser copies of the related Servicing Agreements and, as applicable, the Pooling and Servicing Agreements, certified as true, correct and complete copies of the originals; (k) the Purchaser shall be in receipt of an executed Servicer Redirection Notice for each Eligible Asset serviced by any Person other than the Seller instructing each Servicer, PSA Servicer or other applicable Person to pay Income with respect to the Purchased Items directly to the Collection Account as provided herein, which instructions may not be modified or revoked without the prior written consent of the Purchaser; (l) the Purchaser shall have received payment from the Seller of all fees and expenses of the Purchaser as contemplated by the Repurchase Documents, including, with limitation, the reasonable fees and expenses of counsel to the Purchaser and the reasonable costs and expenses incurred by the Purchaser in connection with the entering into any Transaction hereunder (including, without limitation, reasonable out–of–pocket costs associated with due diligence, recording, travel, lodging or other administrative expenses necessary or incidental to the execution of any Transaction hereunder), which amounts, at the Purchaser’s option, may be withheld from the sale proceeds of any Transaction hereunder; (m) the Purchaser shall have received an original Assignment for each Eligible Asset executed by the Seller in blank; (n) none of the following shall have occurred and/or be continuing: (i) an event or events shall have occurred in the good faith determination of the Purchaser resulting in the effective absence of a “repo market” or related “lending market” for purchasing (subject to repurchase) or financing debt obligations secured directly or indirectly by commercial mortgage loans or securities, or an event or events shall have occurred resulting in the Purchaser not being able to finance Assets through the “repo market” or “lending market” with traditional counterparties at rates that would have been reasonable prior to the occurrence of such event or events; (ii) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by Assets, or an event or events shall have occurred resulting in the Purchaser not being able to sell securities backed by Assets at prices that would have been reasonable prior to such event or events; or (iii) there shall have occurred a Material Adverse Effect or a material adverse change in the financial condition of the Purchaser that affects (or can reasonably be expected to affect) materially and adversely the ability of the Purchaser to fund its obligations under this Agreement; (o) for each Non–Table Funded Purchased Asset, the Purchaser shall have received from the Custodian on each Purchase Date a Bailee Trust Receipt (along with a completed Asset File Checklist attached thereto) and an Asset Schedule and Exception Report with respect to each Eligible Asset, each dated the Purchase Date, duly completed and, in the case of the Asset Schedule and Exception Report, with exceptions acceptable to the Purchaser in its discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; and for each Table Funded Purchased Asset, the Purchaser shall have received on the related Purchase Date the Table Funded Trust Receipt and all other items described in the second (2nd) sentence of Subsection 2.2(g), each in form and substance required by this Agreement and the Custodial Agreement or otherwise satisfactory to the Purchaser in its discretion, provided that the Purchaser subsequently receives the items described in Subsection 2.2(d) and (as defined g) and the other delivery requirements under the Custodial Agreement on or before the date and time specified herein and therein, which items shall be in form and substance satisfactory to the Purchaser in its discretion; (p) the Purchaser shall be in receipt of the evidence of insurance required by Section 9.1 of the Custodial Agreement; (q) each Purchased Asset is the subject of an Assignment permitted under the Asset Documents, and each Purchased Asset is further assignable by the Purchaser in accordance with Section 13.16, unless the ability to assign in accordance with Section 13.16 is waived in writing by the Purchaser in its discretion; (r) the Purchase Date for such Transaction is not later than the Funding Expiration Date and the Repurchase Date for such Transaction is not later than the Facility Maturity Date and 364 calendar days from the Purchase Date; (s) the Purchaser shall have received from the Seller a Warehouse Lender’s Release Letter or a Seller’s Release Letter, as applicable, covering each Eligible Asset to be sold to the Purchaser; (t) prior to the purchase of any Eligible Asset acquired (by purchase or otherwise) by the Seller from any Affiliate of the Seller (that is not a Seller under this Agreement), the Purchaser shall have received certified copies of the applicable Purchase Agreements (viiif any) the related Servicing Agreementand, if requested by the Purchaser in its discretion, a copy was not previously delivered to Buyer, True Sale Opinion; (u) any and (viii) all other documents, certificates, information, financial statements, reportsconsents, approvals and opinions of counsel as Buyer may requirewaivers applicable to the Purchased Items shall have been obtained; (bv) both immediately before such prior to the requested Transaction and immediately also after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset)the representations and warranties and certifications made by the Seller, Defaultthe Guarantor and the Pledgor under the Repurchase Documents shall be true, Event correct and complete on and as of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuingsuch Purchase Date in all material respects, and the Debt Yield Test applicable eligibility criteria in Schedule 1 to this Agreement shall be satisfied (except as disclosed in the related Confirmation) on and as of such Purchase Date, in each case with respect to all Legacy Purchased Assets) the same force and PPV Test are all in compliance with respect to both the proposed Transaction effect as if made on and each other Purchased Assetas of such date; (cw) Buyer for each Preferred Equity Interest and Equity Asset, (1) the Seller has completed executed and delivered all instruments and documents and has taken all further action reasonably necessary and desirable or that the Purchaser has reasonably requested in order to (i) perfect and protect the Purchaser’s security interest in such Preferred Equity Interest or Equity Asset, as applicable (including, without limitation, execution and delivery of one or more control agreements reasonably acceptable to the Purchaser, execution and filing of UCC financing statements and any and all other actions reasonably necessary to satisfy the Purchaser that the Purchaser has obtained a first priority perfected security interest in such Preferred Equity Interest or Equity Asset, as applicable); (ii) enable the Purchaser to exercise and enforce its due diligence review rights and remedies hereunder in respect of such Preferred Equity Interest or Equity Asset, as applicable; and (iii) otherwise effect the purposes of this Agreement, including, without limitation and if reasonably requested by the Purchaser, having delivered to the Purchaser irrevocable proxies in respect of such Preferred Equity Interest or Equity Asset, as applicable, and (2) if required by the Purchaser in its discretion, the requirements of the Underwriting Packagedefinition of Preferred Equity Interest or Equity Asset, Purchased Asset Documents and such other documentsas applicable, records and information as Buyer deems appropriate, and are satisfied to the results satisfaction of such reviews are satisfactory to Buyerthe Purchaser in its discretion; (dx) Buyer has (ias applicable, the Seller shall have complied with Subsection 2.2(l) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmationthis Agreement; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (hy) to the extent the related Purchased Asset Documents for the related Eligible Asset contain notice, cure and other provisions in favor of a pledgee of the Eligible Asset under a repurchase or warehouse facility, and without prejudice to the sale treatment of such the Eligible Asset to Buyerthe Purchaser, Xxxxx has received satisfactory the Seller shall provide evidence to the Purchaser that the Seller has given notice to the applicable Persons of Buyerthe Purchaser’s interest in such Eligible Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer the Purchaser is entitled to receive the benefits and exercise the rights and benefits of a pledgee under the terms of such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where provisions contained in the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (jz) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) Purchaser shall have received executed blank assignments of all Purchased Asset Documents such other and further documents, reports, certifications, approvals and legal opinions as the Purchaser in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyersole discretion shall reasonably require; and (naa) no Insolvency Event has occurred with respect on or before the initial funding of any Purchase Price under this Agreement, the Purchaser shall have received (i) an Opinion of Counsel addressing perfection by possession of Asset Documents that are comprised of notes, certificates and physical securities and (ii) an in–house Opinion of Counsel under New York law (to either Advisor or Sub-Advisor; the extent New York law is applicable) covering due execution and delivery of the Repurchase Documents. Each Confirmation delivered by the Seller hereunder shall constitute a certification by the Seller that all of the conditions precedent set forth in Section 3.1 and this Article 6 Section 3.2 have been satisfied (both as of the date of such notice or expressly waived by Xxxxx in writingrequest and as of the date of such purchase) (i) other than those set forth in Sections 6.01(a)(viii), conditions (dif any) to be satisfied by the Custodian and (eii) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise except as may be waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased AssetPurchaser in its discretion.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer and/or Custodian has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of BuyerXxxxx, copies originals of the related Servicing Agreements, (v) Irrevocable Redirection NoticesNotices duly executed by Seller, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vivii) the Controlled Account Agreement with respect to any Wet Mortgage Assetthe Liquidity Reserve Account, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously duly executed and delivered to Buyerby all parties thereto, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) Servicer has received copies of all documents in the Mortgage Asset File and the Critical to Board Package (as defined in the Servicing Agreement); (c) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including other than with respect to any a Purchased Asset)Asset purchased prior to the related Purchase Date) other than Approved Representation Exceptions, Default, Default or Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased AssetDefault exists; (cd) immediately before such Transaction and after giving effect thereto and to the intended use thereof, no (i) Material Adverse Effect, (ii) Market Disruption Event or (iii) Margin Deficit exists; (e) delivery by Guarantor to Buyer of a Compliance Certificate; (f) no Requirements of Law shall prohibit or render it unlawful, and no order, judgment or decree of any Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into any Transaction, including after giving effect to the consummation thereof; (g) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Mortgage Loan Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (dh) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (ei) immediately the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (fj) the Repurchase Purchase Date specified in the Confirmation is not later than the Maturity Funding Expiration Date; (gk) Seller has the Repurchase Date is not later than the Facility Termination Date; (l) Seller, Guarantor, Servicer (in the event Xxxxx is not the Servicer), Pledgor and Custodian (in the event Xxxxx is not the Custodian) have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (hm) to the extent any Purchased Asset was not originated by Seller, all requirements of Section 7.10 have been fulfilled with respect to any such Purchased Asset; (n) to the extent the related Purchased Asset Mortgage Loan Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (jo) if requested by XxxxxBuyer, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, Documents; (i) Buyer has received a copy of any Interest Rate Protection Agreement and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than related documents entered into with respect to Purchased Assets transferred pursuant such Asset, (ii) Seller has collaterally assigned to a Master Bill Buyer all of SaleSeller’s rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, and (iii) no termination event, default or event of default (however defined) exists thereunder; (kq) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recordingafter giving effect to any proposed Transaction, to the extent such documents are required to be recorded, amount on deposit in the jurisdiction in which Liquidity Reserve Account is not less than the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of BuyerRequired Liquidity Amount; and (nr) no Insolvency Event Seller has occurred complied with respect to either Advisor or Sub-Advisor; all other requirements set forth in the Repurchase Documents for the purchase of such Asset. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writingBuyer) other than those set forth in Section 6.01(h) and Sections 6.01(a)(viii), (d6.02(g) and (e) and Sections 6.02(c) and (dh). The failure of Seller to satisfy (or obtain an express waiver a waiver, in writing writing, from Buyer of) any of the conditions precedent in this Article 6 any material respect in Section 6.02 (other than those set forth in Sections 6.02(g) and (h)) with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated Except as provided below, Buyer's obligation to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date Transaction (including the first Purchase Dateinitial Transaction) therefor: (a) Buyer has received is subject to the satisfaction of the following documents for each prospective Purchased Asset: (i) [reserved] (ii) an Underwriting Packagefurther conditions precedent, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required both immediately prior to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before entering into such Transaction and immediately also after giving effect thereto and to the intended use thereof, no Representation Breach : (i) Either Seller shall have delivered to Buyer and Custodian a Request for Purchase at least one Business Day prior to the proposed Purchase Date specified in such Request for Purchase (including in the Mortgage Loan Schedule attached thereto the Collateral Information, which may be transmitted by direct electronic transmission or via a computer diskette, in either case in Excel format); (ii) other than with respect to any Purchased Asset)Wet Ink Mortgage Loans, Default, Event of Default, Margin Deficit or Material Adverse Effect Buyer shall have occurred received from Custodian a Trust Receipt with exceptions as are acceptable to Buyer in its discretion in respect of Mortgage Loans to be sold hereunder on the applicable Purchase Date and is continuinga Mortgage Loan Schedule, in each case dated such Purchase Date and the Debt Yield Test duly completed; (iii) with respect to all Legacy each Purchased AssetsMortgage Loan included in such Transaction pursuant to which any Person has a security interest, pledge, hypothecation or Lien for the benefit of such Person prior to such loan being subject to such Transaction, Seller shall have delivered to Buyer either (x) a Security Release Certification, in the form of Exhibit X hereto, executed by an authorized officer of the Person that had a security interest, pledge, hypothecation or Lien for the benefit of such person or (y) a bailee letter in a form reasonably acceptable to Buyer and PPV Test are all in compliance with respect to both executed by an authorized officer of the proposed Transaction and each other Person that had a security interest, pledge, hypothecation or Lien for the benefit of such Person, which letter states the payoff amount for such Purchased AssetMortgage Loan; (civ) Buyer has shall have completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect its reasonable satisfaction with respect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents each Mortgage Loan to be performed by purchased on such Person on or before the Purchase Date; (hv) to the extent the related Purchased Asset Documents contain notice, cure no Default or Event of Default shall have occurred and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisionsbe continuing; (ivi) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, approved Seller's Underwriting Guidelines applicable to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of BuyerTransaction; and (nvii) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased AssetCollateral Deficit exists.

Conditions Precedent to all Transactions. Buyer shall not be obligated Except as provided below, Buyer's obligation to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date Transaction (including the first Purchase Dateinitial Transaction) therefor: (a) Buyer has received is subject to the satisfaction of the following documents for each prospective Purchased Asset: (i) [reserved] (ii) an Underwriting Packagefurther conditions precedent, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required both immediately prior to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before entering into such Transaction and immediately also after giving effect thereto and to the intended use thereof, no Representation Breach : (i) the applicable Seller shall have delivered to Buyer and Custodian a Request for Purchase at least one Business Day prior to the proposed Purchase Date specified in such Request for Purchase (including in the Mortgage Loan Schedule attached thereto the Collateral Information, which may be transmitted by direct electronic transmission or via a computer diskette, in either case in Excel format); (ii) other than with respect to any Purchased Asset)Wet Ink Mortgage Loans, Default, Event of Default, Margin Deficit or Material Adverse Effect Buyer shall have occurred received from Custodian a Trust Receipt with exceptions as are acceptable to Buyer in its discretion in respect of Mortgage Loans to be sold hereunder on the applicable Purchase Date and is continuinga Mortgage Loan Schedule, in each case dated such Purchase Date and the Debt Yield Test duly completed; (iii) with respect to all Legacy each Purchased Assets) and PPV Test are all Mortgage Loan included in compliance with respect such Transaction pursuant to both which any Person has a security interest, pledge, hypothecation or Lien for the proposed Transaction and each other Purchased Asset; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results benefit of such reviews are satisfactory Person prior to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect loan being subject to such Transaction, the Aggregate Amount Outstanding does not exceed applicable Seller shall have delivered to Buyer either (x) a Security Release Certification, in the Maximum Amountform of Exhibit X hereto, executed by an authorized officer of the Person that had a security interest, pledge, hypothecation or Lien for the benefit of such person or (y) a bailee letter in a form reasonably acceptable to Buyer and executed by an authorized officer of the Person that had a security interest, pledge, hypothecation or Lien for the benefit of such Person, which letter states the payoff amount for such Purchased Mortgage Loan; (fiv) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents Buyer shall have completed its due diligence to its reasonable satisfaction with respect to each Mortgage Loan to be performed by purchased on such Person on or before the Purchase Date; (hv) to the extent the related Purchased Asset Documents contain notice, cure no Default or Event of Default shall have occurred and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisionsbe continuing; (ivi) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, approved the applicable Seller's Underwriting Guidelines applicable to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of BuyerTransaction; and (nvii) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased AssetCollateral Deficit exists.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, Transaction for the purchase of any AssetMortgage Loan, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset Mortgage Loan on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing AgreementsAgreement, to the extent not already provided, (v) Irrevocable Redirection Noticesall related Servicer Letter Agreement to the extent not already provided, and shall have received and consented to all amendments, supplements and modifications thereto, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), and (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, reports and approvals and opinions of counsel as Buyer may reasonably require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset)the Mortgage Loans proposed to be sold, Default, Event of Default, Margin Deficit or Deficit, Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetor Market Disruption Event exists; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Mortgage Loan Documents and such other documents, records and information as Buyer deems appropriateappropriate with respect to each Purchased Asset, and the results of such reviews are satisfactory to Buyer, which determination may include, without limitation, ordering BPOs on a representative sample of Mortgage Loans as determined by Buyer and its credit review of the data. Seller shall pay all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 6.02(c); provided, that Seller shall not be responsible for paying Buyer’s costs and expenses in excess of, in the aggregate, $20.00 per Mortgage Loan in such pool of Mortgage Loans. Seller shall deliver BPOs in addition to the representative sample upon the request of Buyer, provided that these additional BPOs shall be at Buyer’s sole expense. Seller shall provide Buyer with a BPO Schedule for all Purchased Assets; (d) Buyer has (i) determined that such Asset Mortgage Loan is an Eligible AssetMortgage Loan, and (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) has executed the Confirmation; (e) immediately the Aggregate Purchase Price of all Transactions does not exceed the Maximum Aggregate Purchase Price after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) such Purchase Date occurs on or after the Closing Date but prior to the expiration of the Funding Period and the Repurchase Date specified in the Confirmation is not later than the Maturity Facility Termination Date; (g) Seller has and Custodian have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the such Purchase Date; (h) to the extent the related Purchased Asset Mortgage Loan Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset Mortgage Loan to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset Mortgage Loan and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents;[reserved]; and (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect the Price Differential Maintenance Account contains funds in an amount equal to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Price Differential Required Amount. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those the conditions set forth in Sections 6.01(a)(viii6.01(d), (d6.01(e) and 6.02(e), and 6.02(g) (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 solely with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2Custodian)) Business Days, pay to Buyer the Repurchase Price of such Purchased Assethave been satisfied.

Conditions Precedent to all Transactions. Buyer shall not be obligated Buyer's obligation to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date Transaction (including the first Purchase Dateinitial Transaction) thereforis subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the intended use thereof: (a1) Buyer has received shall have executed and delivered a Confirmation in accordance with the following documents for each prospective Purchased Asset: procedures set forth in Section 3(c). (i2) [reserved] (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer no Default or an Affiliate Event of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt Default shall have occurred and other items required to be delivered continuing under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may requireRepurchase Documents; (b3) both immediately before such prior to the Transaction and immediately also after giving effect thereto and to the intended use thereof, no Representation Breach the representations and warranties made by the Seller in Section 10 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (including with respect or, if any such representation or warranty is expressly stated to any have been made as of a specific date, as of such specific date). (4) the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Asset Value of all the Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect Assets subject to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased AssetTransactions; (c5) subject to the Buyer's right to perform one or more Due Diligence Reviews pursuant to Section 27 hereof, the Buyer has shall have completed its due diligence review of the Underwriting PackageMortgage Loan Documents for each Purchased Asset, Purchased Asset Documents and such other documents, records records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset as the Buyer in its sole discretion deems appropriate to review and information as Buyer deems appropriate, and the results of such reviews are review shall be satisfactory to Buyerthe Buyer in its sole discretion; (d6) the Buyer has (i) determined that shall have received from the Custodian a Trust Receipt on the initial Purchase Date and on each Purchase Date an Asset Schedule and Exception Report with exceptions acceptable to the Buyer in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the ConfirmationBusiness Day; (e7) immediately after giving effect the Buyer shall have received from the Seller copies of each Servicing Agreement relating to the Assets and the Buyer shall have reviewed and approved each such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum AmountServicing Agreement in its sole discretion; (f8) the Buyer shall have received all fees and expenses of counsel to the Buyer as contemplated by Section 14(b) which amount, at the Buyer's option, may be withheld from any Transaction hereunder. (9) the Repurchase Date specified Buyer shall have approved, in its sole discretion, all exceptions to the Confirmation is not later than the Maturity DateUnderwriting Guidelines; (g10) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in none of the other Repurchase Documents following shall have occurred and/or be continuing: (A) DLJ's corporate bond rating as calculated by S&P or Moodx'x xxx been lowered or downgraded to be performed a rating below BBB as indicated by such Person on S&P or before the Purchase Datebelow BAA as indicated by Moodx'x; (hB) an event or events shall have occurred in the good faith determination of the Buyer resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Assets through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the extent occurrence of such event or events; or (C) an event or events shall have occurred resulting in the related Purchased Asset Documents contain notice, cure and other provisions in favor effective absence of a pledgee "securities market" for securities backed by mortgage loans or an event or events shall have occurred resulting in the Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (D) there shall have occurred a material adverse change in the financial condition of the Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under a repurchase or warehouse facility, and without prejudice this Repurchase Agreement; or (11) prior to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to any Mortgage Loan acquired (by purchase or otherwise) by the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is locatedany third party, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, including without limitation, with respect to any Affiliate of the perfected security interest in the Purchased AssetsSeller, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) Buyer shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; a True Sale Certification. Each Confirmation delivered by the Seller hereunder shall constitute a certification by the Seller that all of the conditions precedent set forth in this Article 6 Section 3(b) have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any both as of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price date of such Purchased Assetnotice or request and as of the date of such purchase).

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserveda Transaction Request,[reserved] (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by XxxxxBuyer, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill Xxxx of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by XxxxxBuyer; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx Buyer in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection NoticesNotices in blank, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, (viii) a duly completed Compliance Certificate and (viiiix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no breach of any MTM Representation, and no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit Deficit, Market Disruption Event or Material Adverse Effect shall have occurred and is continuingoccurred, and the Debt Yield Test (with respect to all Legacy Purchased Assets) Test, and the PPV Test are all in compliance with respect to both the proposed Transaction compliance, and each no default or event of default exists under any other Purchased Assetfinancing, hedging, security or other agreement (other than this Agreement) between Seller, Pledgor, Guarantor, Sponsor, Manager and/or any Affiliate of Seller, Pledgor, Guarantor or Sponsor, and Buyer or any Affiliate thereof; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) solely with respect to any licenseHedge Required Asset (i) Buyer has received a copy of any Interest Rate Protection Agreement and related documents entered into with respect to such Asset, registration (ii) Seller has assigned or other similar certification or official document available pledged to Seller from Buyer all of Seller’s rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, subject to, in the jurisdiction where case of a Cleared Swap, (A) the rights, if any, of the related Underlying Mortgaged Property is locatedDCO and FCM and (B) any limitation on assignment or pledge by Seller required by the DCO or FCM, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents(iii) no termination event, default or event of default (however defined) exists thereunder; (j) if requested by XxxxxBuyer, and to the extent not covered by opinions previously delivered under similar facts and circumstances where there has been no change in Requirements of Law in connection with this Agreement, such customary opinions from counsel to Seller, Pledgor Pledgor, Sponsor, Manager and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill Affiliate of Sale;Seller; and (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; . Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those that have been waived by Buyer in writing or set forth in Sections 6.01(a)(viii6.01(a)(vi), (a)(viii), (b)(iii), (d) and (e) and Sections 6.02(c) and 6.02(a)(ix), (c), (d), and (j). The failure of Seller conditions precedent set forth in this Section 6.02 shall be deemed to satisfy (be complied with or obtain an express waiver in writing of) waived by Buyer on the related Purchase Date; provided that, notwithstanding any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shallforegoing, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing if it is subsequently determined by Buyer that: (i) untrue or incorrect material information was provided to Buyer by or on behalf of Seller on or before prior to the related Purchase Date, give rise which information Buyer relied upon in whole or in part in making its decision to the right of Buyer at any time to rescind enter into the related Transaction, whereupon or (ii) Seller shall, within two (2) Business Days, pay failed to provide material information to Buyer on or prior to the Repurchase Price of related Purchase Date (other than information specified in an Approved Representation Exception) that, if so provided on or prior to the related Purchase Date, may reasonably have resulted in Buyer determining that a condition precedent was not satisfied, in each case, such condition precedent shall be deemed not satisfied for such Purchased Asset, the related Purchase shall be rescinded and Seller shall repurchase the related Purchased Asset pursuant to Section 3.04.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by BuyerXxxxx, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) a. Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] ], (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (viv) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) a. immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset, but excluding any Approved Representation Exception), Default, Event of Default, Margin Deficit Deficit, or Material Adverse Effect shall have occurred and is be continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (c) a. Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Mortgage Loan Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) a. Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation, (v) determined that such Asset is adequately structured and stabilized, (vi) received payment of the Annual Funding Fee with respect to such Asset (which Annual Funding Fee may be netted from the Purchase Price funded on the applicable Purchase Date or netted from the Future Funding Amount funded on the applicable Future Funding Date, as applicable), and (vii) determined that such Asset satisfies the PPV Test as of the Purchase Date; (e) a. immediately after giving effect to such Transaction, the Aggregate Amount Outstanding aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount; (f) a. the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) a. Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person Seller on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated The Deal Agent’s and the Purchaser’s agreement to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date Transaction (including the first Purchase Dateinitial Transaction) thereforis subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a) Buyer has no Applicable Law shall prohibit or render it unlawful, and no order, judgment or decree of any Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into such Transaction in accordance with the provisions hereof or any other transaction contemplated herein; (b) any and all consents, approvals and waivers applicable to the Purchased Items shall have been obtained; (c) the Deal Agent shall have received a written Transaction Request, the following documents related Underwriting Package, the related Seller Asset Schedule and such other information as it may request related to its review and approval of a Mortgage Asset (d) subject to the Deal Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.21, the Deal Agent shall have completed in accordance with Section 2.2 its due diligence review of the Mortgage Asset, the Mortgage Loan Documents and the Underwriting Package for each prospective Purchased Mortgage Asset and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Asset as the Deal Agent in its discretion deems appropriate to review, and such reviews shall be satisfactory to the Deal Agent in its discretion; (e) the Seller shall have delivered to the Deal Agent an executed Confirmation in accordance with the procedures set forth in Section 2.2, the Mortgage Asset described in such Confirmation must be an Eligible Asset: , and the Deal Agent shall have approved the purchase of the Eligible Asset to be included in such Transaction in its discretion, shall have obtained all necessary internal credit and other approvals for such Transaction and shall have executed the Confirmation; (f) no Default or Event of Default shall have occurred and be continuing; (g) no Margin Deficits are outstanding and no Margin Deficits will occur after giving effect to the requested Transaction; (h) the Deal Agent shall have received an executed Compliance Certificate from a Responsible Officer of the Seller and Parent; (i) [reserved] after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Availability or the Maximum Amount; (iij) an Underwriting Packagesubject to Section 6.3, (iii) a Confirmation, (iv) if with respect to any Eligible Asset to be purchased hereunder on the prospective Purchased Asset related Purchase Date that is not serviced by Buyer or an Affiliate of Buyerthe Seller, the Seller shall have provided to the Deal Agent copies of the related Servicing Agreements and, as applicable, the Pooling and Servicing Agreements, certified as true, correct and complete copies of the originals; (k) the Deal Agent shall be in receipt of an executed Servicer Redirection Notice for each Purchased Asset instructing each Servicer, PSA Servicer or other applicable Person to pay Income with respect to the Purchased Items directly to the Collection Account as provided herein, which instructions may not be modified or revoked without the prior written consent of the Deal Agent; (l) the Deal Agent as agent for the Secured Parties shall have received payment from the Seller of all fees and expenses of the Deal Agent and the Purchaser as contemplated by the Repurchase Documents, including, with limitation, the fees and expenses of counsel to the Deal Agent and the Purchaser and the reasonable costs and expenses incurred by the Deal Agent and the Purchaser in connection with the entering into of any Transaction hereunder (including, without limitation, costs associated with due diligence, recording, travel, lodging or other administrative expenses necessary or incidental to the execution of any Transaction hereunder), which amounts, at the Deal Agent’s option, may be withheld from the sale proceeds of any Transaction hereunder; (m) none of the following shall have occurred and/or be continuing: (i) an event or events shall have occurred in the good faith determination of the Deal Agent resulting in the effective absence of a “repo market” or related “lending market” for purchasing (subject to repurchase) or financing debt obligations secured directly or indirectly by commercial mortgage loans or securities, or an event or events shall have occurred resulting in the Purchaser or any Secured Party not being able to finance Mortgage Assets through the “repo market” or “lending market” with traditional counterparties at rates that would have been reasonable prior to the occurrence of such event or events; (ii) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by Mortgage Assets, or an event or events shall have occurred resulting in the Deal Agent, the Purchaser or any Secured Party not being able to sell securities backed by Mortgage Assets at prices that would have been reasonable prior to such event or events; or (iii) there shall have occurred a Material Adverse Effect or a material adverse change in the financial condition of the Purchaser or any Secured Party that affects (or can reasonably be expected to affect) materially and adversely the ability of the Purchaser or any Secured Party to fund its obligations under this Agreement. (n) for each Non–Table Funded Purchased Asset, the Deal Agent shall have received from the Custodian on each Purchase Date a Trust Receipt (along with a completed Mortgage Asset File Checklist attached thereto) and an Asset Schedule and Exception Report with respect to each Eligible Asset, each dated the Purchase Date, duly completed and, in the case of the Asset Schedule and Exception Report, with exceptions acceptable to the Deal Agent in its discretion in respect of Eligible Assets to be purchased hereunder on such Business Day; in the case of a Table Funded Purchased Asset, the Deal Agent shall have received on the related Purchase Date the Table Funded Trust Receipt and all other items described in the second (2nd) sentence of Subsection 2.2(g), each in form and substance satisfactory to the Deal Agent in its discretion, provided that the Deal Agent subsequently receives the items described in Subsection 2.2(d) and (g) and the other delivery requirements under the Custodial Agreement on or before the date and time specified herein and therein, which items shall be in form and substance satisfactory to the Deal Agent in its discretion; (o) the Deal Agent shall have received from the Seller a Warehouse Lender’s Release Letter or a Seller’s Release Letter, as applicable, covering each Eligible Asset to be sold to the Purchaser or its designee; (p) prior to the purchase of any Eligible Asset acquired (by purchase or otherwise) by the Seller from any Affiliate of the Seller, the Deal Agent shall have received certified copies of the applicable Purchase Agreements (if any) and, if requested by the Deal Agent in its discretion, a True Sale Opinion; (q) on and as of such day, the Seller, the Limited Guarantor, the Pledgor, the Parent and the Custodian shall have performed all of the covenants, duties, obligations and agreements contained in the Repurchase Documents to be performed by such Person at or prior to such day; (r) the Purchase Date for such Transaction is not later than the Funding Expiration Date and the Repurchase Date for such Transaction is not later than the Facility Maturity Date and 365 calendar days from the Purchase Date; (s) the Deal Agent shall have recalculated the LC Permitted Draw Amount and the Deal Agent and the Seller shall have executed a new Credit Support Annex with the new calculation included therein; (t) each Letter of Credit shall be in full force and effect, the originals which shall be in the possession of the Deal Agent as agent for the Secured Parties, and the Letters of Credit shall aggregate to the required Letter of Credit Amount; (u) the Limited Guarantor shall have deposited any Required Cash Collateral into the Collection Account to the extent required before or after giving effect to such Transaction; (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required both immediately prior to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such requested Transaction and immediately also after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset)the representations and warranties and certifications made by the Seller, Defaultthe Limited Guarantor, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, the Parent and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) Pledgor under the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, in Section 4.1 and Schedule 1 of this Agreement, in the Mortgage Loan Documents and in all other statements, affirmations or certifications made and information, documents, agreements, reports or notices provided by the Seller, the Limited Guarantor, the Pledgor, the Parent and/or the other Repurchase Parties to the Deal Agent shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date; (w) the Deal Agent shall be in receipt of the evidence of insurance (if any) required by Section 9.1 of the Custodial Agreement; (x) the Seller shall have delivered any other opinion or closing item required by Section 3.1 that was, with the written consent of the Deal Agent, not delivered on the Closing Date; (y) if applicable and to the extent required for the Deal Agent, the Purchaser or any Secured Party to assert its rights with respect to an Eligible Asset, a certification of good standing for the perfected security interest Seller in each jurisdiction where the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of SaleUnderlying Mortgaged Property is located; (kz) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments satisfaction of all Purchased Asset Documents in appropriate form for recording, other conditions to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those purchase set forth in Sections 6.01(a)(viii)this Agreement, the Custodial Agreement and/or the other Repurchase Documents; (daa) and (eas applicable, the Seller shall have complied with Subsection 2.2(l) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Asset.Agreement;

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, (viii) a duly completed Purchase Date Compliance Certificate and (viiiix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Facility Debt Yield Test, the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by XxxxxBuyer, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill Xxxx of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by XxxxxBuyer; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx Buyer in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived -52- by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) an Irrevocable Redirection NoticesNotice that is (x) executed by Seller and delivered to Custodian on behalf of Buyer, and (y) to the extent the related Underlying Obligor is not required by the related Purchased Asset Documents to remit Income to the Servicer, a fully executed Irrevocable Redirection Notice delivered to Custodian on behalf of Buyer, (vi) if the Underlying Obligor is required to remit Income to the Servicer, evidence satisfactory to Buyer that the Underlying Obligor has been so directed to remit Income to Servicer in accordance with the Purchased Asset Documents, (vii) a trust receipt and other items required to be delivered under the Custodial Agreement, (viviii) with respect to any Wet Mortgage Asset, a Bailee Agreement (as such term is defined in the Custodial Agreement), (viiix) the related Servicing Agreement, if a copy was not previously delivered to Buyer, (x) a Servicer Notice, if not previously delivered to Servicer, (xi) a duly completed Compliance Certificate and (viiixii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no change in any Requirements of Law or market conditions which make it unfavorable for Buyer to enter into the proposed Transaction has occurred, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit Deficit, Market Disruption Event or Material Adverse Effect shall have occurred and is continuinghas occurred, and each of the Minimum Purchased Asset Debt Yield Requirement, the Maximum Purchased Asset PPV Requirement, the Facility Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased AssetSub‑Limit are satisfied as of the applicable Purchase Date; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible AssetAsset and complies, on the related Purchase Date, with both the Minimum Purchased Asset Debt Yield Requirement and the Maximum Purchased Asset PPV Requirement, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, (i) the Aggregate Amount Outstanding does not exceed the Maximum Amount, and (ii) Guarantor will be in compliance with all of the financial covenants set forth in the Guarantee Agreement; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person Seller on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) if requested by Buyer, Seller has provided Buyer with copies of any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by XxxxxBuyer, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and and, to the extent required by Section 7.11, true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Saleissues; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all applicable Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (nl) no Insolvency Event has occurred with respect Seller shall have provided evidence, satisfactory to either Advisor or Sub-Advisor; Buyer in its reasonable discretion, that the applicable Interim Assignment Documents have been submitted for recordation in the public recording office of the applicable jurisdiction. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d)satisfied. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related TransactionTransaction on notice to Seller, whereupon Seller shallshall (x) immediately in the case of any such rescission made on the Purchase Date, and (y) otherwise, within two three (23) Business DaysDays from the date of such rescission, pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) , or such other date as indicated below, therefor: (a) Buyer and/or Custodian has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] (ii) an Underwriting Package, (iiiii) a Confirmation, (iviii) if to the prospective Purchased Asset is extent not serviced by Buyer or an Affiliate of Buyerpreviously delivered, copies of the related Servicing AgreementsAgreement, (iv) Irrevocable Redirection Notices duly executed by Seller and each other applicable Person, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, and (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals approvals, KYC compliance and opinions of counsel as Buyer may require; (b) evidence satisfactory to Buyer that (i) the Purchased Assets are being or will be serviced by the Servicer under the Servicing Agreement and, if applicable, a Sub-Servicer under a Sub-Servicing Agreement, including any notices or deliveries required thereunder to evidence or acknowledge that such Purchased Asset shall be serviced thereunder and Seller shall provide Buyer a copy of any such notice or delivery required thereunder, together with a written acknowledgment of the applicable Servicer and (ii) the Servicer has received copies of all documents in the Mortgage Asset File; (c) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including other than with respect to any a Purchased Asset)Asset purchased prior to the related Purchase Date) other than Approved Representation Exceptions, Default, Default or Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased AssetDefault exists; (cd) immediately before such Transaction and after giving effect thereto and to the intended use thereof, no (i) condition or circumstance exists which causes, constitutes or could reasonably be expected to cause or constitute a Material Adverse Effect, as determined by Buyer, (ii) Market Disruption Event or (iii) Margin Deficit exists; (e) delivery by Seller and Guarantor of a Compliance Certificate to Buyer; (f) no Requirements of Law shall prohibit or render it unlawful, and no order, judgment or decree of any Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into any Transaction, including after giving effect to the consummation thereof; (g) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Mortgage Loan Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer;; CHAR1\1716309v16 (dh) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (ei) immediately the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (fj) other than in connection with a Reallocation, the Repurchase Purchase Date specified in the Confirmation is not later than the Maturity Funding Expiration Date; (gk) Seller has the Repurchase Date is not later than the Facility Termination Date; (l) Seller, Guarantor, Servicer, Pledgor and Custodian (in the event Xxxxx is not the Custodian) have satisfied in all requirements and material respects all requirements, conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (hm) If Seller acquired the Purchased Asset from an Affiliate, Seller shall have delivered to Buyer on or before the related Purchase Date (i) an opinion of counsel regarding the true sale of the purchase of such Asset by Seller and, if such Asset was acquired by Seller’s Affiliate from another Affiliate, the true sale of the purchase of the Asset by the Affiliate of Seller from the Transferor Affiliate, which opinions shall be in form and substance satisfactory to Buyer or (ii) a residual pledge agreement covering any residual interest the Transferor may have in any such Asset, if any; provided, however, if a proposed Asset was acquired by Seller from a Transferor under a Purchase Agreement that was the subject of a true sale opinion previously delivered and accepted by Buyer, then Seller shall deliver to Buyer an executed Supplemental Conveyance evidencing the transfer of the Asset from such Transferor to Seller pursuant to such Purchase Agreement and a written certification in the form of Exhibit J attached hereto. (n) to the extent the related Purchased Asset Mortgage Loan Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (jo) if requested by XxxxxBuyer, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, Documents; (p) [Reserved]; (q) Buyer has received a copy of any Interest Rate Protection Agreement and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than related documents entered into with respect to Purchased Assets transferred pursuant such Asset, (i) Seller has collaterally CHAR1\1716309v16 assigned to a Master Bill Buyer all of SaleSeller’s rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, and (ii) no termination event, default or event of default (however defined) exists thereunder; (kr) no Change of Control has occurred unless such Change of Control has been approved evidence satisfactory to Buyer regarding any Interest Rate Protection Agreement entered into by XxxxxSeller in accordance with Section 8.09; (ls) Custodian Seller has complied with all other requirements set forth in the Repurchase Documents for the purchase of such Asset; (or a baileet) shall have received executed blank assignments the aggregate outstanding Purchase Price of all Purchased Asset Documents in appropriate form for recording, Transactions does not exceed the Maximum Amount after giving effect to such Transaction; (u) To the extent Xxxxx is not the Servicer and to the extent not previously delivered, within twenty (20) days from the Closing Date, Seller has provided to Buyer (i) a fully executed and completed Account Control Agreement acceptable to Buyer with respect to such documents are required Servicer Account, and (ii) a legal opinion acceptable to be recordedBuyer regarding the Account Control Agreement for the Servicer Account (including, but not limited to, Buyer’s perfected security interest in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”Servicer Account); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (nv) no Insolvency Event Within three (3) months from the Closing Date, Buyer has occurred with respect received and approved the form of Mortgage Loan Documents that Seller and/or its Affiliates intend to either Advisor utilize for the origination of Assets. Seller has not amended, altered, revised or Sub-Advisor; otherwise change in any material respects the form of Mortgage Loan Documents approved by Buyer under this Section 6.02(v) without first have given prior notice to Buyer of any such amendments, modifications and/or changes to its form Mortgage Loan Documents. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writingBuyer) other than those set forth in Sections 6.01(a)(viii), (d6.01(i) and (ej) and Sections 6.02(c6.02(g) and (dh). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunderhereunder relating to the prospective purchase of any Asset or to fund any future fundings relating to any existing Purchased Asset, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (viv) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viiivi) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may requirerequire and (vii) evidence that each Seller is in good standing in the jurisdiction where the underlying Mortgaged Property is located, to the extent that such Seller is then-currently required to do so under an applicable Requirement of Law (provided, however, that with respect to any Wet Mortgage Asset, delivery of the foregoing items in accordance with the provisions of Section 3.01(g) and (h) shall be deemed to satisfy the conditions of Section 6.02(a) (unless otherwise determined in the discretion of Buyer)); (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit Deficit, or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect related to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetany Seller or Guarantor; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, Transaction and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Facility Termination Date; (g) Seller has Each Seller, Pledgor and Custodian have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that each Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to SellerSellers, Pledgor Xxxxxxx and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (lj) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all other Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (ni) no Insolvency Event Buyer has occurred received a copy of any Interest Rate Protection Agreement and related documents entered into with respect to either Advisor such Asset, (ii) each Seller has assigned to Buyer all of such Seller’s rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, and (iii) no termination event, default or Sub-Advisor; event of default (however defined) exists thereunder. Each Confirmation delivered by a Seller shall constitute a certification by such Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii6.01(a)(vi), (d) and (e) and Sections 6.02(cSection 6.02(a)(vii), (c) and (d). The failure of a Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon the related Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated The Buyer’s obligation to enter into any each Transaction (including the initial Transaction, purchase any Asset, or be obligated ) is subject to take, fulfill or perform any other action hereunder, until the satisfaction of the following additional further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (a) the Buyer shall have been satisfied received a Confirmation via Electronic Transmission, substantially in the form of Exhibit X-x or waived by BuyerExhibit B-2 attached hereto, with respect to each Mortgage Asset to be purchased on the related Purchased Date, and as the Buyer shall have approved the purchase of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Mortgage Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined included in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, such Transaction in its sole and (viii) absolute discretion and shall have obtained all other documents, certificates, information, financial statements, reports, necessary internal credit approvals and opinions of counsel as Buyer may requirefor such Transaction; (b) no Default or Event of Default shall have occurred and be continuing under the Repurchase Documents; (c) after giving effect to the requested Transaction, the aggregate outstanding Purchase Price of the Transactions outstanding shall not exceed the Maximum Amount; (d) both immediately before such prior to the requested Transaction and immediately also after giving effect thereto and to the intended use thereof, no Representation Breach the representations and warranties made by the Seller in Section 10, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (including or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (e) the Buyer shall have received the complete Mortgage File with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (cf) the Buyer has shall have completed its due diligence review of the Mortgage File and the Underwriting PackagePackage for each Purchased Asset, Purchased Asset Documents and such other documents, records and records, agreements, instruments, mortgaged properties or information relating to such Purchased Asset as Buyer in its sole discretion deems appropriateappropriate to review and such review shall be satisfactory to Buyer in its sole discretion; (g) the Buyer shall have received the Special Servicing Agreement(s), each certified as a true, correct and complete copy of the results original together with a fully executed Servicer Notice and Agreement consenting to termination of such reviews are satisfactory Servicing Agreement upon the occurrence of an Event of Default; (h) the Buyer shall have received the fees to be received on the Closing Date referred to in the Fee Letter; (i) none of the following shall have occurred and/or be continuing: (i) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a “repo market” or related “lending market” for a period of at least 2 consecutive Business Days respecting loans or mortgage-backed or asset-backed securities such that the Buyer is unable to finance or fund purchases under this Agreement through the “repo market” or the Buyer’s customers; or (ii) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by Mortgage Assets or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by Mortgage Assets at prices which would have been reasonable prior to such event or events; or (iii) there shall have occurred a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Agreement; (j) the Buyer shall have received from Seller a Warehouse Lender’s Release Letter substantially in the form of Exhibit G-1 hereto (or such other form acceptable to Buyer), if applicable, or a Seller’s Release Letter substantially in the form of Exhibit G-2 hereto (or such other form acceptable to Buyer) covering each Eligible Asset to be sold to Buyer; (dk) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved prior to the purchase of such Assetany Mortgage Asset acquired (by purchase or otherwise) by Seller from any Affiliate of Seller, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the ConfirmationBuyer shall have received a True Sale Opinion; (el) immediately after giving effect the Buyer shall not have determined that the introduction of, or a change in, any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to such TransactionBuyer has made it unlawful, the Aggregate Amount Outstanding does not exceed the Maximum Amountand no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions; (fm) the Repurchase Date specified in the Confirmation for such Transaction is not later than the Maturity Termination Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each each Confirmation delivered by Seller hereunder shall constitute a certification by Seller that all of the conditions precedent set forth in this Article 6 Section 11.2 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any both as of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price date of such Purchased Assetnotice or request and as of the date of such purchase).

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction hereunder (including the Initial Transaction, purchase any Asset), or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Underlying Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting PackagePackage and all other information and documents constituting Preliminary Information, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related applicable Servicing AgreementsAgreement, to the extent not already provided, (v) Irrevocable Redirection Noticesall related Servicer Letter Agreements (including with respect to any Interim Servicer), to the extent not already provided, and shall have received and consented to all amendments, supplements and modifications thereto, (vi) all related Custodial Agreement Side Letters, to the extent not already provided, and shall have received and consented to all amendments, supplements and modifications thereto, (vii) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may requirerequire all in form and substance satisfactory to Buyer (including without limitation to the extent any proposed Underlying Asset was acquired from an Affiliate or transferred through a chain of Affiliates, an opinion of counsel confirming that such transfer or series of transfers were legal true sales); (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset)the Underlying Assets proposed to be sold, Default, Event of Default, Margin Deficit or Deficit, Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetor Market Disruption Event exists; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Preliminary Information, Underlying Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer, which determination may include, without limitation, ordering BPOs on a representative sample of Underlying Assets as determined by Buyer. Seller shall pay all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 6.03(c). Seller shall provide Buyer with a schedule listing all of the BPOs delivered to Buyer for all Purchased Assets hereunder; (d) Buyer has (i) determined that such Underlying Asset is an Eligible Asset, (ii) approved the purchase of such Underlying Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately the Aggregate Purchase Price of all Transactions does not exceed the Maximum Aggregate Purchase Price after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) such Purchase Date occurs on or after the Closing Date but prior to the Facility Termination Date and the Repurchase Date specified in the Confirmation is not later than the Maturity Facility Termination Date; (g) Buyer has received payment from Seller has of all fees and expenses then payable by Seller under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee and the related Funding Fee; (h) Seller and Custodian have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the such Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions;; and (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, The Interest Reserve Account contains funds in an amount equal to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Required Amount. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viiiexcluding, insofar as they relate to Buyer, clauses (c), (d) and and, insofar as it relates to Custodian, (eg) and Sections 6.02(cabove) and to be performed by Seller (d)other than those conditions precedent that have been waived by Buyer) to be performed by Seller (other than those conditions precedent that have been waived by Buyer) have been satisfied. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 (excluding, insofar as they relate to Buyer, clauses (c), (d) and, insofar as it relates to Custodian, (g) above) with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] ], (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (viv) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (ba) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset, but excluding any Approved Representation Exception), Default, Event of Default, Margin Deficit Deficit, or Material Adverse Effect shall have occurred and is be continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (cb) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Mortgage Loan Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (dc) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; , (ev) immediately after giving effect determined that such Asset is adequately structured and stabilized, (vi) received payment of the Annual Funding Fee with respect to such TransactionAsset (which Annual Funding Fee may be netted from the Purchase Price funded on the applicable Purchase Date or netted from the Future Funding Amount funded on the applicable Future Funding Date, as applicable), and (vii) determined that such Asset satisfies the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before PPV Test as of the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) With respect to any Asset proposed to be sold, Buyer has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if a fully executed Servicer Instruction Notice together with the prospective Purchased Asset is Servicing Agreement (to the extent not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreementsalready received pursuant to Section 6.01(a)), (v) Irrevocable Redirection Notices, a fully executed Investment Advisor Side Letter (to the extent not already received pursuant to Section 6.01(a)) and (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel (including, without limitation, (x) a true sale opinion to the extent any Eligible Asset was transferred to Sellers from another Affiliate and was not transferred pursuant to the Contribution Agreement or any Underlying Mortgage Loans transferred pursuant to a participation interest by PMC to the Class A Participant pursuant to any REMIC Declaration Agreement, and (y) if such Asset being sold is a REMIC Certificate, an Investment Company Act opinion that covers such Asset and the related REMIC Declaration Agreement) as Buyer may require; (b) With respect to any Mortgage Loan (including, without limitation any Removed Mortgage Loans) proposed to be sold and any Underlying Mortgage Loan proposed to support REMIC Certificates, Custodian has received all related Mortgage Loan Documents in accordance with the provisions of the Custodial Agreement, and Buyer has received a trust receipt with respect to such Mortgage Loan Documents and any other item required to be delivered to Buyer under the Custodial Agreement; (c) With respect to any REO Property (including, without limitation any Foreclosed Mortgage Loans) proposed to support REO Entity Interests, (i) Custodian has received all related REO Property Documents in accordance with the provisions of the Custodial Agreement, (ii) Buyer has received a trust receipt with respect to such REO Property Documents and any other item required to be delivered to Buyer under the Custodial Agreement and (iii) Buyer has been provided “view access” to Sellers’ REO Property management systems; (d) With respect to any REMIC Certificate proposed to be sold, in addition to the requirements of Section 6.02(b): (i) the original, definitive REMIC Certificate in form suitable for transfer, with appropriate Transfer Documents in blank duly executed or endorsed by PMIT, (ii) any other documents or instruments necessary in the reasonable opinion of Buyer to effect and perfect a legally valid delivery of such security to Buyer, and (iii) a copy of the fully executed, related REMIC Declaration Agreement, certified by Sellers as a true, correct and complete copy of the original, which REMIC Declaration Agreement shall be subject to Buyer’s approval, which may be given or withheld in its discretion. (e) With respect to any REO Entity Interests proposed to be sold, in addition to the requirements of Section 6.02(c): (i) the original, definitive trust certificate evidencing 100% of the Capital Stock of PC REO in form suitable for transfer, with appropriate Transfer Documents in blank duly executed or endorsed by PMC, (ii) any other documents or instruments necessary in the reasonable opinion of Buyer to effect and perfect a legally valid delivery of such security to Buyer, and (iii) a copy of the fully executed, related Trust Agreement, certified by Sellers as a true, correct and complete copy of the original, which Trust Agreement shall be subject to Buyer’s approval, which may be given or withheld in its discretion. (f) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Deficit, Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetor Market Disruption Event exists; (cg) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer, which shall include without limitation, ordering BPOs on a representative sample of Assets as determined by Buyer and its credit review of the data and documentation related to any Assets proposed for sale under such Transaction. The Sellers shall pay all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 6.02(c). Sellers shall deliver BPOs in addition to the representative sample upon the request of Buyer or Buyer may order additional BPOs at anytime, provided that these additional BPOs shall be at the Buyer’s sole expense. Sellers shall provide Buyer with a BPO Schedule for all Purchased Mortgage Loans and Underlying Assets; (dh) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset or the addition of such Asset (if an Underlying Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction), and (iviii) executed the Confirmation; (ei) immediately the Aggregate Purchase Price of all Transactions does not exceed the Maximum Aggregate Purchase Price after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (fj) such Purchase Date occurs on or after the Closing Date and the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (gk) Seller has Sellers and Custodian have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the such Purchase Date; (hl) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has Sellers have given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (jm) if requested by XxxxxBuyer, such opinions from counsel to Seller, Pledgor Sellers and Guarantor as Buyer may require, including, without limitation, with respect to the first priority perfected security interest in the Purchased AssetsAssets and Underlying Mortgage Loans (except to the extent any of PMC’s rights, title and interest in such Underlying Mortgage Loans have been legally and validly sold, transferred and assigned by PMC to the Pledged Collateral Class A Participant in accordance with the related REMIC Declaration Agreement). and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of SaleDocuments; (kn) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) Buyer shall have received executed blank assignments of all Purchased Asset Mortgage Loan Documents in appropriate form for recording, to the extent such documents are required to be recorded, recording in the jurisdiction in which the underlying real estate Underlying Mortgaged Property is located, together with executed blank assignments of all Purchased Asset Documents located (the “Blank Assignment Documents”); (mo) Neither Advisor nor If there shall occur any Servicer Change of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount Control or performing any obligation due if Servicer is otherwise deemed to Buyer or any be an Affiliate of a Seller or Guarantor, Buyer under any other financingshall have provided Sellers with its written consent with respect to such Servicer Change of Control or affiliation; (p) Buyer shall have received and consented to all amendments, hedging, security or other agreement (other than under this supplements and modifications to the Servicing Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (nq) no Insolvency Event has occurred (x) each Interest Reserve Account contains funds in an amount equal to the applicable Required Amount (after giving effect to such purchase), or (y) the Sellers have irrevocably directed the Buyer to deduct any deficiency in the amount described in clause (x) from the Purchase Price to be paid the applicable Seller(s) with respect to either Advisor or Sub-Advisorsuch Transaction; Each Confirmation delivered by Seller Sellers shall constitute a certification by Seller Sellers that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d)satisfied. The failure of a Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, Sellers shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied as determined by or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) fully executed Irrevocable Redirection Notices, except to the extent set forth in Section 8.17 , (viv) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viiivii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may requirerequire (provided, however, that with respect to any Wet Mortgage Asset, delivery of the foregoing items in accordance with the provisions of Sections 3.01(g) and (h) shall be deemed to satisfy the conditions of this Section 6.01(a) (unless otherwise determined in the discretion of Buyer)); (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetexists; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than (i) for all Purchased Assets other than CMBS Purchased Assets, the Maturity Date, and (ii) for all CMBS Purchased Assets, the CMBS Purchased Asset Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person Seller on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) Buyer has received a copy of any licenseInterest Rate Protection Agreement and related documents entered into with respect to such Asset, registration (ii) the Related Seller Party has assigned to Buyer all of assignor’s rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, and (iii) no termination event, default or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documentsevent of default (however defined) exists thereunder; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents Documents, if applicable, in appropriate form for recording, to the extent such documents are required to be recorded, recording in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents located (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (nk) no Insolvency Event has occurred with respect For all Assets acquired from or originated by (whether directly or indirectly) an Affiliate of Seller (other than any Asset acquired directly or indirectly from and/or originated by Guarantor or any Intermediate Starwood Entity), if requested by Buyer, a true sale opinion from counsel to either Advisor or Sub-Advisor; Seller in form and substance reasonably satisfactory to Buyer. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or satisfied, unless any such condition precedent was expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d)the related Confirmation. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting Packagethe related MBS Information, (iii) a ConfirmationConfirmation executed by Buyer and Seller, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, if any, (v) any Trade Tickets related to such Asset and (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Deficit, Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetor Market Disruption Event exists; (c) Buyer has completed its due diligence review of the Underwriting PackageMBS Information, Purchased Asset Documents Records (if any) and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Purchase Date is not later than the Funding Expiration Date and the Repurchase Date as specified in the related Confirmation is not later than the Maturity Facility Termination Date; (g) Seller has and Custodian have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment The definitive certificate representing ownership of such Asset Purchased Assets that are subject to Buyersuch Transaction in the name of Buyer or, Xxxxx has received if such Purchased Assets that are subject to such Transaction are registered on DTC or similar depository, evidence satisfactory evidence to Buyer that Seller has given notice the records of DTC or such depository show Buyer as the beneficial owner of such Purchased Assets that are subject to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions;Transaction; and (i) (x) With respect to any licenseHedge Required Asset, registration Buyer has received a copy of any Interest Rate Protection Agreement with an Affiliated Hedge Counterparty with respect to such Hedge Required Asset, (y) Seller has collaterally assigned to Buyer all of Seller’s rights (but none of its obligations) under such Interest Rate Protection Agreement (if any) and related documents (if any), if required under Section 8.12, and (z) no termination event, default or other similar certification or official document available to event of default (however defined) on the part of Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies exists under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Interest Protection Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; . Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 (excluding clauses (c), (d) and, insofar as it relates to Custodian, (g) above) have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (dBuyer). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 (excluding clauses (c), (d) and, insofar as it relates to Custodian, (g) above) with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to (i) Buyer the Repurchase Price of such Purchased Asset and (ii) any Affiliated Hedge Counterparty any amounts owed with respect to the termination of any Interest Rate Protection Agreement related to such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer and/or Custodian has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of BuyerXxxxx, copies originals of the related Servicing Agreements, (v) Irrevocable Redirection NoticesNotices with respect to Purchased Assets (other than Permitted Assets) duly executed by Seller, (vi) Irrevocable Redirection Notices with respect to Permitted Assets duly executed by Seller and the third-party servicer (or other applicable Person) of such Permitted Asset, (vii) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) Servicer has received copies of all documents in the Mortgage Asset File and the Critical to Board Package (as defined in the Servicing Agreement); (c) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including other than with respect to any a Purchased Asset)Asset purchased prior to the related Purchase Date) other than Approved Representation Exceptions, Default, Default or Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased AssetDefault exists; (cd) immediately before such Transaction and after giving effect thereto and to the intended use thereof, no (i) Material Adverse Effect, (ii) Market Disruption Event or (iii) Margin Deficit exists; (e) delivery by Seller and Guarantor to Buyer of a Compliance Certificate; (f) no Requirements of Law shall prohibit or render it unlawful, and no order, judgment or decree of any Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into any Transaction, including after giving effect to the consummation thereof; (g) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Mortgage Loan Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (dh) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (ei) immediately the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (fj) the Repurchase Purchase Date specified in the Confirmation is not later than the Maturity Funding Expiration Date; (gk) Seller has the Repurchase Date is not later than the Facility Termination Date; (l) Seller, Guarantor, Servicer (in the event Xxxxx is not the Servicer), Pledgor and Custodian (in the event Xxxxx is not the Custodian) have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (hm) to the extent any Purchased Asset was not originated by Seller, all requirements of Section 7.10 have been fulfilled with respect to any such Purchased Asset; (n) to the extent the related Purchased Asset Mortgage Loan Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (jo) if requested by XxxxxBuyer, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, Documents; (i) Buyer has received a copy of any Interest Rate Protection Agreement and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than related documents entered into with respect to Purchased Assets transferred pursuant such Asset, (ii) Seller has collaterally assigned to a Master Bill Buyer all of SaleSeller’s rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, and (iii) no termination event, default or event of default (however defined) exists thereunder; (kq) no Change of Control has occurred unless such Change of Control has been approved by Xxxxxbefore and after giving effect to any proposed Transaction, the Seller is in compliance with the Liquidity Covenant; (lr) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recordingneither Seller, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor Guarantor nor any Affiliate of its Subsidiaries have Seller or Guarantor has defaulted beyond any applicable grace period in paying any amount or performing any material obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement repurchase facility (other than under this including the facilities evidenced by the NRFC WF CMBS Repurchase Agreement and the NRFC WF Loan Repurchase Agreement) between Advisor Seller, Guarantor or any Affiliate of its SubsidiariesSeller or Guarantor, on the one hand, and Buyer or any Affiliate of Buyer, on the other; (s) two or more of Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx or Xx Xxxxx (together with each other successor personnel acceptable to Buyer in its sole and absolute discretion) are serving in their respective capacities as an officer or director of NRFC or Manager; and (nt) no Insolvency Event Seller has occurred complied with respect to either Advisor or Sub-Advisor; all other requirements set forth in the Repurchase Documents for the purchase of such Asset. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writingBuyer) other than those set forth in Section 6.01(h) and Sections 6.01(a)(viii), (d6.02(g) and (e) and Sections 6.02(c) and (dh). The failure of Seller to satisfy (or obtain an express waiver a waiver, in writing writing, from Buyer of) any of the conditions precedent in this Article 6 any material respect in Section 6.02 (other than those set forth in Sections 6.02(g) and (h)) with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer Purchaser’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also immediately after giving effect to the consummation thereof and the intended use of the proceeds of the sale: (i) the sum of (A) the aggregate unpaid Repurchase Price for all prior outstanding Transactions (excluding accrued and unpaid Price Differential for the then current Pricing Rate Period) and (B) the requested Purchase Price for the pending Transaction shall not exceed an amount equal the Maximum Facility Purchase Price; (ii) Seller shall have, no less than ten (10) Business Days prior to the requested Purchase Date: (A) given notice to Purchaser of the proposed Transaction by delivering to Purchaser an executed and completed confirmation substantially in the form of Exhibit II hereto (a “Confirmation”). The Confirmation shall be signed by a Responsible Officer of Seller; provided, however, that Purchaser shall not be obligated liable to enter into any TransactionSeller if it inadvertently acts on a Confirmation that has not been signed by a Responsible Officer of Seller; and (B) concurrently with the delivery of the Confirmation, purchase any Asset, or be obligated paid to take, fulfill or perform any other action hereunder, until Purchaser the following additional conditions have been satisfied or waived by Buyer, Pre-Purchase Due Diligence/Legal Review Fee with respect to each Eligible Asset proposed to be subject to the Transaction; (iii) Seller shall have delivered to Purchaser with respect to each Eligible Asset subject to the proposed Transaction, the documents required to be delivered prior to entering into a Transaction pursuant to Exhibit VII hereto in accordance with the time frames set forth therein; (iv) Seller shall have delivered to Custodian (A) the Custodial Delivery with respect to each Eligible Asset to be sold to Purchaser and (B) with respect to each Eligible Asset that is a Dry Purchased Asset, the Purchased Asset File, in each case, in accordance with the procedures and time frames set forth in the Custodial Agreement; (v) Purchaser shall have completed its due diligence investigation of the Eligible Assets subject to the pending Transaction and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Eligible Assets, the Seller and the Guarantor as Purchaser in its sole discretion deems appropriate to review and such review shall be satisfactory to Purchaser in its sole discretion (the “Pre-Purchase Due Diligence”) and has determined, in its sole discretion, to purchase any or all of the Eligible Assets proposed to be sold to Purchaser by Seller, all of which Purchaser shall use commercially reasonable efforts to complete within the above-referenced ten (10) Business Day period. Purchaser shall inform Seller of its determination with respect to any such proposed Transaction solely in accordance with Exhibit VII hereto; (vi) Purchaser shall have deliver to Seller a countersigned copy of the related Confirmation described in clause (ii)(A) above; (vii) no Default or Event of Default shall have occurred and be continuing under this Agreement or any other Transaction Document; (viii) no event shall have occurred which has, or would have, a Material Adverse Effect; (ix) Purchaser shall have waived all exceptions in the related Requested Exceptions Report; (x) the representations and warranties made by Seller in Article 9 (other than those contained in Article 9(b)(x)(D) relating to Purchased Assets subject to other Transactions) shall be true, correct and complete on and as of the Purchase Date for the pending Transaction in all respects with the same force and effect as if made on and as of such date (including the first Purchase Date) therefor:or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (a) Buyer has received the following documents for each prospective Purchased Asset: (ixi) [reserved] (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require]; (bxii) immediately before such Transaction Purchaser shall have determined, in its sole and immediately after giving effect thereto and to the intended use thereofabsolute discretion, that no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit shall exist, either immediately prior to or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such the requested Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (fxiii) Purchaser shall have received from Custodian on each Purchase Date a Trust Receipt accompanied by an Asset Schedule and Exception Report with respect to each Eligible Asset to be sold to Purchaser, dated the Purchase Date, duly completed and with exceptions acceptable to Purchaser in its sole discretion in respect of Eligible Assets to be purchased hereunder on such Purchase Date; (xiv) Purchaser shall have received from Seller a Release Letter covering each Eligible Asset to be sold to Purchaser; (xv) Purchaser shall have reasonably determined that a change in any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Purchaser has not made it unlawful, and no Governmental Authority shall have asserted in writing that it is unlawful, for Purchaser to enter into Transactions; (xvi) the Repurchase Date specified in the Confirmation for such Transaction is not later than the Maturity Date; earlier of (gA) Seller has satisfied all requirements the Termination Date and conditions and has performed all covenants, duties, obligations and agreements contained in (B) three hundred sixty-four (364) days following the other Repurchase Documents to be performed by such Person on or before the related Purchase Date; (hxvii) Seller shall have taken such other action as Purchaser shall have reasonably requested in order to transfer the extent the related Purchased Asset Documents contain notice, cure Eligible Assets being transferred to Purchaser pursuant to this Agreement and to perfect all security interests granted under this Agreement or any other provisions Transaction Document in favor of a pledgee Purchaser as secured party under a repurchase or warehouse facility, and without prejudice the UCC with respect to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions;Eligible Assets; and (ixviii) any licensePurchaser shall have received all such other and further documents, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights documentation and remedies under the related Purchased Asset Documents; legal opinions (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to opinions regarding the perfected perfection of Purchaser’s security interest interests) as Purchaser in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) its reasonable discretion shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Assetreasonably require.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit for which Buyer has made a Margin Call or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all allis in compliance with respect to both the proposed Transaction and each other Purchased Asset; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Bxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by XxxxxBxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by XxxxxBxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx Bxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunderhereunder with respect to an Asset, until the following additional conditions have been satisfied or waived by Buyer, with respect to each such Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] timely notice of the proposed Transaction delivered in accordance with Section 3.01(a), (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements[reserved], (v) an Irrevocable Redirection NoticesNotice that is executed by Seller and delivered to Custodian on behalf of Buyer, (vi) if the Underlying Obligor is required to remit Income to the Servicer, evidence satisfactory to Buyer that the Underlying Obligor has been so directed to remit Income to Servicer in accordance with the Purchased Asset Documents, (vii) with respect to any Asset that is not a Wet Mortgage Asset, a trust receipt and other items required to be delivered under the Custodial Agreement, (viviii) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement)and Bailee Trust Receipt, (viiix) the related Servicing Agreement, if a copy was not previously delivered to Buyer, (x) a Servicer Notice, if applicable and not previously delivered to Servicer, (xi) a duly completed Compliance Certificate (or an email stating that information contained in the most recent Compliance Certificate delivered pursuant to Section 8.08 remains true and correct in all respects) and (viiixii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no change in any Requirements of Law or market conditions which make it unfavorable for Buyer to enter into the proposed Transaction has occurred, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit resulting in a Margin Call, Market Disruption Event or Material Adverse Effect shall have occurred and is continuingoccurred, and the Facility Debt Yield Test (Test, each Sub-Limit and the Maximum Purchased Asset PPV Requirement with respect to all Legacy the prospective Purchased Assets) and PPV Test Asset are all in compliance with respect or will be in compliance after giving effect to both the proposed Transaction such Transaction, and each no default or event of default exists under any other Purchased Assetfinancing, hedging, security or other agreement (other than this Agreement) between any Seller Party and/or any other Seven Hills Party, and Buyer or any Affiliate thereof; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible AssetAsset and complies, on the related Purchase Date, with the Maximum Purchased Asset PPV Requirement, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) Buyer and/or Seller shall have entered into a Servicing Agreement (and the related Servicer Notice, if applicable) with a Servicer approved by Buyer with respect to such Asset; (j) Seller has provided Buyer with copies of any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (jk) if requested by XxxxxBuyer, such opinions from counsel to Seller, Pledgor and Guarantor each Seller Party as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a baileeBailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries Seller shall have defaulted beyond any applicable grace period in paying any amount or performing any obligation due provided evidence, satisfactory to Buyer in its reasonable discretion, that the applicable Interim Assignment Documents, if any, have been submitted (or any Affiliate are the subject of Buyer under any other financing, hedging, security or other an escrow agreement (other than under this Agreementpursuant to which the related settlement agent will become irrevocably bound on the Purchase Date to submit the applicable Interim Assignment Documents) between Advisor or any for recordation in the public recording office of its Subsidiaries, and Buyer or any Affiliate of Buyerthe applicable jurisdiction; and (n) no Insolvency Event if such Asset is subject to a co-lender agreement, participation agreement, intercreditor agreement or other similar agreement among creditors that requires a notice of transfer and/or a notice of pledge to be delivered in order to give effect to the rights of the transferee or pledgee, as applicable, thereunder, Seller has occurred delivered a Notice of Transfer/Pledge with respect to either Advisor or Sub-Advisor; such Asset. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d)satisfied. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) an Irrevocable Redirection NoticesNotice, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, (viii) a duly completed Compliance Certificate and (viiiix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit Deficit, Market Disruption Event or Material Adverse Effect shall have occurred and is continuingexists, and the Facility Debt Yield Test is in compliance, and no default or event of default exists under any other financing, hedging, security or other agreement (with respect to all Legacy Purchased Assetsother than this Agreement) between Manager, Seller, Pledgor or Guarantor, and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased AssetBuyer or any Affiliate thereof; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) Buyer has received a copy of any licenseInterest Rate Protection Agreement and related documents entered into with respect to such Asset, registration (ii) Seller has assigned or other similar certification or official document available pledged to Seller from Buyer all of Seller’s rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, subject to, in the jurisdiction where case of a Cleared Swap, (A) the rights, if any, of the related Underlying Mortgaged Property is locatedDCO and FCM and (B) any limitation on assignment or pledge by Seller required by the DCO or FCM, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents(iii) no termination event, default or event of default (however defined) exists thereunder; (j) if requested by XxxxxBuyer, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and and, if Seller acquires a Purchased Asset from an Affiliate (other than Guarantor or any other Affiliate providing credit support to Seller in an amount in excess of 10% of the aggregate Repurchase Obligations) true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Saleissues; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, recording in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (nl) no Insolvency Key Person Event has occurred with respect to either Advisor or Sub-Advisor; occurred. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d)satisfied. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, shall within two (2) Business DaysDays from the date of notice thereof from Buyer to Seller, pay repurchase the related Purchased Asset from Buyer; provided, that should Seller not have sufficient cash to repurchase the related Purchased Asset on a timely basis, Seller shall make a payment to Buyer in an amount equal to all cash held by Seller and Pledgor within two (2) Business Days of the Repurchase Price related notice, and remit the balance due to Buyer in connection therewith within five (5) Business Days of such notice by causing Seller to immediately make a capital call to Pledgor who, in turn, shall immediately make a capital call to Guarantor in an amount necessary to repurchase the related Purchased Asset, and Guarantor shall cause such capital calls to be satisfied no later than five (5) Business Days from the date of the related notice and cause the related amounts to be deposited directly into the Waterfall Account and paid to Buyer. In addition, Seller agrees to and shall provide Buyer with copies of all related capital call notices within one (1) Business Day after the related Margin Call. The failure of Guarantor to honor any capital call made by Pledgor, or the failure of Pledgor to honor any capital call made by Seller, in each case, pursuant to the second preceding sentence within the time provided in such sentence shall constitute an immediate Event of Default hereunder and shall not excuse Seller from its repurchase obligations hereunder or relieve Guarantor from any of its obligations under the Guarantee Agreement, as applicable, which obligations shall be absolute notwithstanding any such failure.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied as determined by or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) fully executed Irrevocable Redirection Notices, except to the extent set forth in Section 8.17, (viv) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viiivii) all other documents, certificates, information, financial statements, reports, reports and approvals and opinions of counsel as Buyer may requirerequire (provided, however, that with respect to any Wet Mortgage Asset, delivery of the foregoing items in accordance with the provisions of Sections 3.01(g) and (h) shall be deemed to satisfy the conditions of this Section 6.01(a) (unless otherwise determined in the discretion of Buyer)); (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetexists; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than (i) for all Purchased Assets other than CMBS Purchased Assets, the Maturity Date, and (ii) for all CMBS Purchased Assets, the CMBS Purchased Asset Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person Seller on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) Buyer has received a copy of any licenseInterest Rate Protection Agreement and related documents entered into with respect to such Asset, registration or other similar certification or official document available to Seller from the jurisdiction where (ii) the related Underlying Mortgaged Property is locatedSeller Party has assigned or pledged to Buyer all of assignor’s rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents(iii) no termination event, default or event of default (however defined) exists thereunder; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents Documents, if applicable, in appropriate form for recording, to the extent such documents are required to be recorded, recording in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents located (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (nk) no Insolvency Event has occurred with respect For all Assets acquired from or originated by (whether directly or indirectly) an Affiliate of Seller (other than any Asset acquired directly or indirectly from and/or originated by Guarantor or any Intermediate Starwood Entity), if requested by Buyer, a true sale opinion from counsel to either Advisor or Sub-Advisor; Seller in form and substance reasonably satisfactory to Buyer. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or satisfied, unless any such condition precedent was expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d)the related Confirmation. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated Buyer's obligation to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date Transaction (including the first Purchase Dateinitial Transaction) thereforis subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the intended use thereof: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] no Default or Event of Default shall have occurred and be continuing under the Repurchase Documents; (ii) an Underwriting Package, (iii) a Confirmation, (iv) if both immediately prior to the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately also after giving effect thereto and to the intended use thereof, no Representation Breach the representations and warranties made by the Seller in Section 10 hereof, shall be true and complete on and as of such Purchase Date in all material respects (including in the case of the representations and warranties in Section 10(xv) and Exhibit 2, solely with respect to Purchased Mortgage Loans) with the same force and effect as if made on and as of such date (or, if any Purchased Assetsuch representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). The Buyer shall have received an officer's certificate signed by a Responsible Officer of the Seller certifying as to the truth and accuracy of the above, Default, Event of Default, Margin Deficit which certificate shall specifically include a statement that such Seller is in compliance in all material respects with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions except where the failure to be in such compliance or so qualified would not have a Material Adverse Effect Effect. (iii) subject to the Buyer's right to perform one or more Due Diligence Reviews pursuant to Section 27 hereof, the Buyer shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (c) Buyer has completed its due diligence review of the Underwriting Package, Mortgage Loan Documents for each Purchased Asset Documents Mortgage Loan and such other documents, records records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as the Buyer in its sole discretion deems appropriate to review and information as Buyer deems appropriate, and the results of such reviews are review shall be satisfactory to Buyerthe Buyer in its sole discretion; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the ConfirmationBuyer shall have received from the Trustee a Mortgage Loan Schedule and Collateral Report with exceptions acceptable to the Buyer in its sole discretion in respect of Eligible Mortgage Loans to be purchased hereunder on such Business Day; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (fv) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) Trustee shall have received executed blank assignments a Pledge Notice substantially in the form provided in the Pooling and Servicing Agreement (a copy of all Purchased Asset Documents in appropriate form for recording, which shall be delivered to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”Buyer); (mvi) Neither Advisor nor any of its Subsidiaries the Seller shall have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer received duly authenticated Pledged Certificates representing the Mortgage Loans purchased under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; andthe Transaction; (nvii) no Insolvency Event has none of the following shall have occurred and/or be continuing: (A) an event or events shall have occurred resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by mortgage loans or securities for a period of (or reasonably expected to be) at least 30 consecutive days or an event or events shall have occurred resulting in the Buyer not being able to finance Purchased Mortgage Loans through the "repo market" or "lending market" with respect traditional counterparties at rates which would have been reasonable prior to either Advisor the occurrence of such event or Sub-Advisorevents, provided that the Buyer shall notify the Seller promptly upon the occurrence of any such event, provided further that this Section 3(b)(vi)(A) shall not take effect until 5 Business Days after such notice; or (B) an event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by mortgage loans for a period of (or reasonably expected to be) at least 30 consecutive days or an event or events shall have occurred resulting in the Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events, provided that the Buyer shall notify the Seller promptly upon the occurrence of any such event, provided further that this Section 3(b)(vi)(B) shall not take effect until 5 Business Days after such notice. Each Confirmation delivered Request for Purchase by the Seller hereunder shall constitute a certification by the Seller that all of the conditions precedent set forth in this Article 6 Section 3(b) have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any both as of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price date of such Purchased Assetnotice, request or confirmation and as of the date of such borrowing).

Conditions Precedent to all Transactions. In addition to the conditions set forth in Section 6.01, Buyer shall not be obligated to enter into any Transaction, purchase any Asset, Transaction or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor:-52- LEGAL02/38049601v7 (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] a Transaction Request, (ii) an Underwriting Package or a Future Funding Underwriting Package, as applicable, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyerwith respect to any Wet Mortgage Asset, copies of the related Servicing Agreementsa Bailee Agreement, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, (vii) a Servicer Notice, (viii) a duly completed Compliance Certificate and (viiiix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; ; (b) immediately before such Transaction (including any Future Funding Transaction) and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit Deficit, Market Disruption Event or Material Adverse Effect shall have occurred and is continuingoccurred, and no Sub- Limit shall be breached, the Facility Debt Yield Test is in compliance, and no default or event of default exists under any other financing, hedging, security or other agreement (with respect to all Legacy Purchased Assetsother than this Agreement) between a Seller Party and/or any Affiliate thereof, and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; Buyer or any Affiliate thereof; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied as determined by or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing AgreementsAgreement(s), if a copy was not previously delivered to Buyer, (v) fully executed Irrevocable Redirection Notices, except to the extent set forth in Section 8.18, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vivii) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, reports and approvals and opinions of counsel as Buyer may requirerequire (provided, however, that with respect to any Wet Mortgage Asset, delivery of the foregoing items in accordance with the provisions of Sections 3.01(g) and (h) shall be deemed to satisfy the conditions of this Section 6.01(a) (unless otherwise determined in the discretion of Buyer)); (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetexists; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) determined that each such Asset has adequate structure, stabilized Debt Yield and stabilized loan‑to‑value ratio (each as determined in Buyer’s sole and absolute discretion to Buyer’s last dollar), (iv) determined that such Asset is either a Bridge Purchased Asset or a CMBS Purchased Asset, (v) obtained all necessary internal credit and other approvals for such Transaction, and (ivvi) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than (i) for all Purchased Assets other than CMBS Purchased Assets, the Maturity Date, and (ii) for all CMBS Purchased Assets, the CMBS Purchased Asset Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person Seller on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) Buyer has received a copy of any licenseInterest Rate Protection Agreement and related documents entered into with respect to such Asset, registration or other similar certification or official document available to Seller from the jurisdiction where (ii) the related Underlying Mortgaged Property is locatedSeller Party has assigned or pledged to Buyer all of assignor’s rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents(iii) no termination event, default or event of default (however defined) exists thereunder; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents Documents, if applicable, in appropriate form for recording, to the extent such documents are required to be recorded, recording in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents located (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (nk) no Insolvency Event has occurred with respect For all Assets acquired from or originated by (whether directly or indirectly) an Affiliate of Seller (other than any Asset acquired directly or indirectly from and/or originated by Guarantor or any Intermediate Starwood Entity), if requested by Buyer, a true sale opinion from counsel to either Advisor or Sub-Advisor; Seller in form and substance reasonably satisfactory to Buyer. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or satisfied, unless any such condition precedent was expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d)the related Confirmation. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] ], (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) an Irrevocable Redirection NoticesNotice that is (x) executed by Seller and delivered to Custodian on behalf of Buyer, and (y) to the extent the related Underlying Obligor is not required by the related Purchased Asset Documents to remit Income to the Servicer, a fully executed Irrevocable Redirection Notice delivered to Custodian on behalf of Buyer, (vi) if the Underlying Obligor is required to remit Income to the Servicer, evidence satisfactory to Buyer that the Underlying Obligor has been so directed to remit Income to Servicer in accordance with the Purchased Asset Documents, (vii) a trust receipt and from Custodian, together with all other items required to be delivered under the Custodial AgreementAgreement (for all Purchased Assets other than Wet Mortgage Assets), (viviii) with respect to any Wet Mortgage Asset, a Bailee Agreement (as such term is defined in the Custodial Agreement)) and the related trust receipt from such Bailee, together with electronic or physical copies of all items required to be delivered under the Custodial Agreement, (viiix) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer;was (d) Buyer has (i) determined that such Asset is an Eligible AssetAsset and complies, on the related Purchase Date, with both the Minimum Purchased Asset Debt Yield Requirement and the Maximum Purchased Asset PPV Requirement, in each case, as evidenced by Buyer’s execution of the related Confirmation, (ii) approved the purchase of such AssetAsset as evidenced by Buyer’s execution of the related Confirmation, (iii) obtained all necessary internal credit and other approvals for such TransactionTransaction as evidenced by Buyer’s execution of the related Confirmation, and (iv) executed the Confirmation; ; (e) immediately after giving effect to such Transaction, (I) the Aggregate Amount Outstanding aggregate Purchase Price of all Purchased Assets does not exceed the Maximum Amount; , and (II) Guarantor will be in compliance with all of the financial covenants set forth in the Guarantee Agreement; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Facility Termination Date; ; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; ; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice (or will deliver such required notice contemporaneously with the consummation of the Transaction) to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, signed in blank, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, (viii) a Servicer Notice, (ix) a duly completed Compliance Certificate and (viiix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit Deficit, Market Disruption Event or Material Adverse Effect shall have occurred and is be continuing, and the Minimum Facility Debt Yield Test (with respect to all Legacy Purchased Assets) Test, and PPV LTV/LTC Test are all each in compliance with respect to both the proposed Transaction compliance, and each no default or event of default exists under any other Purchased Assetfinancing, hedging, security or other agreement (other than this Agreement) between Seller and any of its Affiliates, and Buyer or any Affiliate thereof; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount; (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Buyer has received evidence that Seller has satisfied all applicable requirements under such pledgee provisions (including, if applicable, the giving of notice to the applicable Persons of Buyer’s interest in such Purchased Asset), so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) Buyer has received a copy of any licenseInterest Rate Protection Agreement and related documents entered into with respect to such Asset, registration (ii) Seller has assigned or other similar certification or official document available pledged to Seller from Buyer all of Seller’s rights (but none of its obligations) under such Interest Rate Protection Agreement and related documents, subject to, in the jurisdiction where case of a Cleared Swap, (A) the rights, if any, of the related Underlying Mortgaged Property is locatedDCO and FCM and (B) any limitation on assignment or pledge by Seller required by the DCO or FCM, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents(iii) no termination event, default or event of default (however defined) exists thereunder; (j) if requested by XxxxxBuyer, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale;issues; and (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, recording in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; . Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d)satisfied. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated Buyer’s obligation to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date Transaction (including the first Purchase Dateinitial Transaction) thereforis subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the intended use thereof: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] No Termination Event, Default or Event of Default shall have occurred and be continuing under the Repurchase Documents; (ii) an Underwriting Package, (iii) a Confirmation, (iv) if Both immediately prior to the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately also after giving effect thereto and to the intended use thereof, no Representation Breach the representations and warranties made by each Seller in Section 11 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (including with respect or, if any such representation or warranty is expressly stated to any Purchased Assethave been made as of a specific date, as of such specific date), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (ciii) After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Repurchase Agreement shall not exceed the Maximum Committed Purchase Price; (iv) After giving effect to the requested Transaction, the Asset Value of all Purchased Mortgage Loans exceeds the aggregate Repurchase Price for such Transactions; (v) Subject to the Buyer’s right to perform one or more Due Diligence Reviews pursuant to Section 29 hereof, the Buyer has shall have completed its due diligence review of the Underwriting PackageMortgage Loans for each Purchased Mortgage Loan, Purchased Asset Documents and such other documents, records records, agreements, instruments, mortgaged properties or information relating to such Purchased Mortgage Loan as the Buyer in its sole discretion deems appropriate to review and information as such review shall be satisfactory to the Buyer deems appropriatein its sole discretion; (vi) On or prior to 4:00 p.m. (Central Time) on the related Purchase Date, Seller shall have delivered to the Buyer (a) a Transaction Request, (c) Mortgage Loan Schedule and (b) a Purchased Mortgage Loan Report. With respect to Wet-Ink Mortgage Loans delivered electronically, the Seller shall deliver a Mortgage Loan Schedule by 4:00 p.m. (Central time) or by 3:00 p.m.(Central time) if delivered manually; (vii) The Sellers shall have delivered to the Custodian the Mortgage File with respect to each Purchased Mortgage Loan (other than a Wet-Ink Mortgage Loan) and the results of Custodian shall have issued a Trust Receipt with respect to each such reviews are satisfactory Purchased Mortgage Loan to the Buyer; (dviii) With respect to each Wet-Ink Mortgage Loan, on the seventh (7th) Business Day following the applicable Purchase Date and in accordance with the terms of the Custodial Agreement, Sellers shall deliver to the Custodian the Mortgage File. (ix) The Buyer has (ishall have received all fees and expenses of counsel to the Buyer as contemplated by Sections 15(b) determined that such Asset is an Eligible Assetand 29 which amount, (ii) approved at the purchase of such AssetBuyer’s option, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmationmay be withheld from any Transaction hereunder; (ex) immediately after giving effect to such TransactionTo the extent Sellers are selling Mortgage Loans which are registered on the MERS® System, the Aggregate Amount Outstanding does not exceed Sellers shall have delivered an Electronic Tracking Agreement entered into, duly executed and delivered by the Maximum Amountparties thereto and being in full force and effect, free of any modification, breach or waiver; (fxi) None of the Repurchase Date specified following shall have occurred and/or be continuing: (A) an event or events shall have occurred in the Confirmation is good faith determination of the Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by securities or an event or events shall have occurred resulting in the Buyer not later than being able to finance Purchased Mortgage Loans through the Maturity Date“repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) there shall have occurred a material adverse change in the financial condition of the Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of the Buyer to fund its obligations under this Repurchase Agreement; (gxii) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation Transaction Request delivered by a Seller hereunder shall constitute a certification by such Seller that all of the conditions precedent set forth in this Article 6 Section 3(b) (other than clause (xi) hereof) have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any both as of the conditions precedent in this Article 6 with respect to any Transaction date of such notice or Purchased Asset shallrequest and as of the date of such purchase); and (xiii) Upon request, unless such failure was set forth in an exceptions schedule the Buyer shall have received from outside counsel to the relevant Confirmation Sellers an updated favorable opinion or otherwise waived opinions, in writing by Buyer on or before the related Purchase Date, give rise form and substance satisfactory to the right of Buyer at any time to rescind Buyer, covering and updating such matters that were originally addressed in the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased Assetinitial opinion issued.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied in the discretion of Buyer, or waived by BuyerBuyer in its discretion, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (viv) a trust receipt and other items required to be delivered under the Custodial Agreement, and (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may requirerequire in its discretion; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetexists; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Mortgage Loan Documents and such other documents, records and information as Buyer in its discretion deems appropriate, and the results of such reviews are satisfactory to BuyerBuyer in its discretion; (d) Buyer has in its discretion (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Purchase Date is not later than the Closing Date and the Repurchase Date specified in the Confirmation is not later than the Maturity Date; (g) Seller has satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person Seller on or before the Purchase Date; (h) to the extent the related Purchased Asset Mortgage Loan Documents or Junior Interest Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any licenseBuyer has received a copy of the Initial Interest Rate Protection Agreement and related documents, registration and (ii) no termination event, default or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents;event of default (however defined) exists thereunder; and (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Mortgage Loan Documents in appropriate form for recording, to the extent such documents are required to be recorded, recording in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents located (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; . Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or satisfied, unless any such condition precedent was expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d)the related Confirmation. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer in its discretion on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. In addition to the conditions set forth in Section 6.01, Buyer shall not be obligated to enter into any Transaction or any Future Funding Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the related Purchase Date (including the first Purchase Date) and each Future Funding Date therefor: (a) Buyer has received the following documents for each prospective Purchased Asset: (i) [reserved] ], (ii) an Underwriting Package or a Future Funding Underwriting Package, as applicable, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements[reserved], (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, (vii) a Servicer Notice, (viii) a duly completed Compliance Certificate and (viiiix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction (including any Future Funding Transaction) and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit Deficit, Market Disruption Event or Material Adverse Effect shall have occurred and is continuingoccurred, and the Facility Debt Yield Test is in compliance, and no default or event of default exists under any other financing, hedging, security or other agreement (with respect to all Legacy Purchased Assetsother than this Agreement) between a Seller Party and/or any Affiliate thereof, and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased AssetBuyer or any Affiliate thereof; (c) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has received payment from Seller of the Upsize Fee, if applicable; (e) Buyer has (i) determined that such Asset is an Eligible AssetAsset and complies, on the related Purchase Date, with both the Minimum Purchased Asset Debt Yield Requirement and the Maximum Purchased Asset PPV Requirement, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction or Future Funding Transaction, as applicable, and (iv) executed the Confirmation; (ef) Guarantor is in compliance with the applicable Financial Covenants; (g) immediately after giving effect to such Transaction or Future Funding Transaction, as applicable, the Aggregate Amount Outstanding does not exceed the Maximum Facility Amount; (fh) the Repurchase Date specified in the Confirmation is not later than the Maturity Termination Date; (gi) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the related Purchase Date; (hj) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (ik) Seller has provided Buyer with copies of any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (jl) if requested by XxxxxBuyer, to the extent not covered by opinions previously delivered under similar facts and circumstances where there has been no change in Requirements of Law in connection with this Agreement, such customary opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity Affiliate of Seller or from any third party in a transaction not on arm’s-length terms or for other than fair market value, to the extent such transfer was in a manner or structure different from the manner or structure of transfer and sale analyzed in a true sale opinion previously delivered in connection with respect to such Purchased Assets transferred pursuant to a Master Bill of Sale;Asset; and (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (lm) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, recording in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; . Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d)satisfied. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or any Future Funding Transaction, as applicable, or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date or Future Funding Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer Each Advance under this Agreement, each Addition, each Substitution and each Discretionary Sale (each, a “Transaction”) shall not be obligated subject to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional further conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) thereforprecedent that: (a) Buyer has received On and as of the date of such Transaction the following documents for each prospective Purchased Asset: statements shall be true and correct, and the Borrower by entering into such Transaction shall be deemed to have certified that: (i) [reserved] (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage AssetAdvance, the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian and the Collateral Agent) no later than (x) 2:00 p.m. on the date that is one (1) Business Day prior to the proposed Advance Date for any Dollar Advances, (y) 11:00 a.m. on the date that is two (2) Business Days prior to the proposed Advance Date for any Advance in an Eligible Currency other than Dollars or AUDs and (z) 2:00 p.m. on the date that is three (3) Business Days prior to the proposed Advance Date for any AUD Advances, a Bailee Agreement Servicer Advance Date Report; (ii) with respect to any Transaction other than an Advance, the Servicer (on behalf of the Borrower) shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian and the Collateral Agent) no later than one Business Day prior to such Transaction, a Borrowing Base Certificate and Loan Tape updated to give pro forma effect to the relevant Addition, Substitution or Discretionary Sale; provided that if the Servicer delivers a Borrowing Base Certificate on the same Business Day as any Addition or Substitution, the Administrative Agent may in its sole discretion accept the Borrowing Base Certificate and approve such Addition or Substitution; (iii) with respect to any Transaction that is an Addition, (A) the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent), on or prior to the date of such Addition, an Approval Notice and the Loan Checklist, (B) in the case of any Loan acquired by the Borrower through direct origination by the Borrower or an Affiliate thereof, the Borrower shall have delivered to the Collateral Custodian (with a copy to the Administrative Agent) (1) within two (2) Business Days (or within five (5) Business Days in the case of clause (c) of the definition of Required Loan Documents) of the date on which funds are released to the related Obligor for settlement of the Loan (as defined notified by the Collateral Agent to the Administrative Agent), the Required Loan Documents and (2) prior to the release of such funds to the related Obligor as set forth in clause (1), a confirmation from the Servicer that the Required Loan Documents have been finalized and agreed among the relevant parties (which, if the Loans to be Pledged are closed in escrow, may take the form of a certificate (in the Custodial Agreementform of Exhibit G) from the closing attorneys of such Loans certifying the possession of the Required Loan Documents) and that the Borrower will provide copies of the fully executed Required Loan Documents to the Collateral Custodian (with a copy to the Administrative Agent) as set forth in clause (1); and (C) in the case of a Loan acquired by the Borrower from a third party, the Borrower shall cause to be delivered to the Collateral Custodian (with a copy to the Administrative Agent), within two (vii2) Business Days after the date of such Addition, (1) the related Servicing AgreementRequired Loan Documents, if a (2) an executed copy was not previously delivered of each assignment and assumption agreement, transfer document or instrument relating to Buyereach Loan so Pledged evidencing the assignment of such Loan from any prior third party owner thereof directly to the Borrower, and (viii3) all other documentsthan in the case of a Noteless Loan, certificatesan e-mailed copy of the duly executed original promissory notes of the Loans so Pledged (and, informationin the case of any Noteless Loan, financial statements, reports, approvals and opinions of counsel as Buyer may requirea fully executed assignment agreement); (b) immediately before such Transaction On and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Asset; (c) Buyer has completed its due diligence review as of the Underwriting Package, Purchased Asset Documents and such other documents, records and information as Buyer deems appropriate, and the results date of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed Borrower and the Maximum AmountServicer shall certify as follows: (i) no Unmatured Event of Default (other than a Borrowing Base Deficiency) or Event of Default exists or would result from such Transaction; (ii) (A) in the case of an Advance, no Borrowing Base Deficiency exists or would result from such Transaction and (B) in the case of a Transaction other than an Advance, either (I) no Borrowing Base Deficiency exists or would result from such Transaction or (II) if a Borrowing Base Deficiency exists the relevant Transaction will cure or reduce such Borrowing Base Deficiency; (iii) other than Permitted Liens, no Liens exist in respect of Taxes which are prior to the lien of the Collateral Agent on the Eligible Loan Assets to be Pledged on the date of such Transaction; (iv) the representations and warranties contained in Section 4.01, Section 4.02 and Section 4.03 and the representations and warranties of the Servicer contained in the Servicing Agreement are true and correct in all respects (other than any representation and warranty that is made as of a specific date), and no material breach of any covenant contained in Section 5.01, Section 5.02, Section 5.03 and Section 5.04 would result from the Transaction or the application of proceeds therefrom; (v) no event has occurred and is continuing, or would result from such Advance, which constitutes a Servicer Default or any event which, if it continues uncured, will, with notice or lapse of time, constitute a Servicer Default; (vi) since the later of the Closing Date or the date of the last financial statements (or the last day of the period covered by such financial statements) delivered pursuant to Section 6.08(g), there has been no material adverse change in the ability of the Transferor to perform its obligations under any Transaction Document; (vii) in the case of an Advance, all terms and conditions of the Sale and Contribution Agreement and the Master Participation Agreement, as applicable, required to be satisfied in connection with the assignment of each Eligible Loan Asset being Granted hereunder as a result of such Transaction (and the Portfolio Asset related thereto), including, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in the Collateral Portfolio, including such Eligible Loan Assets and the Portfolio Asset and the proceeds thereof shall have been made, taken or performed or will be so on the related Addition Date; and (viii) in the case of an Advance, the Loan to be acquired with the proceeds of any Advance is an Eligible Loan Asset as of the Addition Date; and. (ix) (A) with respect to Eligible Loan Assets purchased with Advances, such Advance shall be denominated in the same Eligible Currency as such Loan and (B) with respect to Eligible Loan Assets purchased with available Principal Collections, such Principal Collections shall be denominated in the same Eligible Currency (or converted to such Eligible Currency pursuant to Section 2.18(f)(iii)) as the Loan acquired in connection with such reinvestment. (c) Each Eligible Loan Asset identified on the updated Loan Tape for inclusion in the Collateral Portfolio on the applicable Addition Date has been approved by the Administrative Agent in an Approval Notice. (d) No Applicable Law shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advances by any Lender or the proposed Pledge of Eligible Loan Assets in accordance with the provisions hereof. (e) With respect to an Advance, the proposed Advance Date shall take place during the Revolving Period. (f) the Repurchase Date specified in the Confirmation is not later than the Maturity Date; All filings (g) Seller has satisfied all requirements and conditions and has performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in any Eligible Loan Assets to be Pledged in connection with such Transaction and the Purchased AssetsPortfolio Assets related thereto and the proceeds thereof shall have been made, the Pledged Collateral and any other collateral pledged taken or performed. (g) The Borrower shall have paid in full all fees then required to be paid pursuant to the Repurchase DocumentTransaction Documents, including all fees required hereunder and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to Purchased Assets transferred pursuant to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recordingunder the applicable Lender Fee Letters, to the extent such documents are required to be recorded, in Administrative Agent Fee Letter and the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect to either Advisor or Sub-Advisor; Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viii), (d) and (e) and Sections 6.02(c) and (d). The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, pay to Buyer the Repurchase Price of such Purchased AssetWxxxx Fargo Fee Letter.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer and/or Custodian has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of BuyerWxxxx, copies originals of the related Servicing Agreements, (v) Irrevocable Redirection NoticesNotices duly executed by Seller and each other applicable Person, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), and (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) Servicer has received copies of all documents in the Mortgage Asset File and the Critical to Board Package (as defined in the Servicing Agreement); (c) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including other than with respect to any a Purchased Asset)Asset purchased prior to the related Purchase Date) other than Approved Representation Exceptions, Default, Default or Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased AssetDefault exists; (cd) immediately before such Transaction and after giving effect thereto and to the intended use thereof, no (i) Material Adverse Effect, (ii) Market Disruption Event or (iii) Margin Deficit exists; (e) delivery by Guarantor to Buyer of a Compliance Certificate; (f) no Requirements of Law shall prohibit or render it unlawful, and no order, judgment or decree of any Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into any Transaction, including after giving effect to the consummation thereof; (g) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Mortgage Loan Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (dh) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (ei) immediately the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (fj) the Repurchase Purchase Date specified in the Confirmation is not later than the Maturity Funding Expiration Date; (gk) Seller has the Repurchase Date is not later than the Facility Termination Date; (l) Seller, Guarantor, Servicer (in the event Wxxxx is not the Servicer), Pledgor and Custodian (in the event Wxxxx is not the Custodian) have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (hm) to the extent any Purchased Asset was not originated by Seller, all requirements of Section 7.10 have been fulfilled with respect to any such Purchased Asset; (n) to the extent the related Purchased Asset Mortgage Loan Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (jo) if requested by XxxxxBuyer, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, Documents; (i) Buyer has received a copy of any Interest Rate Protection Agreement and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than related documents entered into with respect to Purchased Assets transferred pursuant such Asset, (ii) Seller has collaterally assigned to a Master Bill Buyer all of Sale; Seller’s rights (kbut none of its obligations) under such Interest Rate Protection Agreement and related documents, and (iii) no Change termination event, default or event of Control has occurred unless such Change of Control has been approved by Xxxxx; default (lhowever defined) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyerexists thereunder; and (nq) no Insolvency Event Seller has occurred complied with respect to either Advisor or Sub-Advisor; all other requirements set forth in the Repurchase Documents for the purchase of such Asset. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writingBuyer) other than those set forth in Section 6.01(h) and Sections 6.01(a)(viii), (d6.02(g) and (e) and Sections 6.02(c) and (dh). The failure of Seller to satisfy (or obtain an express waiver a waiver, in writing writing, from Buyer of) any of the conditions precedent in this Article 6 any material respect in Section 6.02 (other than those set forth in Sections 6.02(g) and (h)) with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting Packagethe related MBS Information, (iii) a ConfirmationConfirmation executed by Buyer and Seller, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of Buyer, copies of the related Servicing Agreements, (v) Irrevocable Redirection Notices, if any, (v) any Trade Tickets related to such Asset and (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to any Purchased Asset), Default, Event of Default, Margin Deficit or Deficit, Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased Assetor Market Disruption Event exists; (c) Buyer has completed its due diligence review of the Underwriting PackageMBS Information, Purchased Asset Documents Records (if any) and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (d) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (e) immediately the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (f) the Repurchase Date as specified in the related Confirmation is not later than the Maturity Facility Termination Date; (g) Seller has and Custodian have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date;; and (h) to the extent the related Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment The definitive certificate representing ownership of such Asset Purchased Assets that are subject to Buyer, Xxxxx has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (j) if requested by Xxxxx, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest Transaction in the Purchased Assetsname of Buyer or, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than with respect to if such Purchased Assets transferred pursuant that are subject to a Master Bill of Sale; (k) no Change of Control has occurred unless such Change of Control has been approved by Xxxxx; (l) Custodian (Transaction are registered on DTC or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recordingsimilar depository, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due evidence satisfactory to Buyer that the records of DTC or any Affiliate such depository show Buyer as the beneficial owner of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyer; and (n) no Insolvency Event has occurred with respect such Purchased Assets that are subject to either Advisor or Sub-Advisor; such Transaction. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writing) other than those set forth in Sections 6.01(a)(viiiexcluding clauses (c), (d) and and, insofar as it relates to Custodian, (eg) and Sections 6.02(cabove) and (d)have been satisfied as of the applicable date. The failure of Seller to satisfy (or obtain an express waiver in writing of) any of the conditions precedent in this Article 6 as of the applicable date (excluding clauses (c), (d) and, insofar as it relates to Custodian, (g) above) with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.

Conditions Precedent to all Transactions. Buyer shall not be obligated to enter into any Transaction, purchase any Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase Date) therefor: (a) Buyer and/or Custodian has received the following documents for each prospective Purchased Assetdocuments: (i) [reserved] a Transaction Request, (ii) an Underwriting Package, (iii) a Confirmation, (iv) if the prospective Purchased Asset is not serviced by Buyer or an Affiliate of BuyerXxxxx, copies originals of the related Servicing Agreements, (v) Irrevocable Redirection NoticesNotices duly executed by Seller and each other applicable Person, (vi) a trust receipt and other items required to be delivered under the Custodial Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement (as defined in the Custodial Agreement), and (vii) the related Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (b) Servicer has received copies of all documents in the Mortgage Asset File and the Critical to Board Package (as defined in the Servicing Agreement); (c) immediately before such Transaction and immediately after giving effect thereto and to the intended use thereof, no Representation Breach (including other than with respect to any a Purchased Asset)Asset purchased prior to the related Purchase Date) other than Approved Representation Exceptions, Default, Default or Event of Default, Margin Deficit or Material Adverse Effect shall have occurred and is continuing, and the Debt Yield Test (with respect to all Legacy Purchased Assets) and PPV Test are all in compliance with respect to both the proposed Transaction and each other Purchased AssetDefault exists; (cd) immediately before such Transaction and after giving effect thereto and to the intended use thereof, no (i) Material Adverse Effect, (ii) Market Disruption Event or (iii) Margin Deficit exists; (e) delivery by Guarantor to Buyer of a Compliance Certificate; (f) no Requirements of Law shall prohibit or render it unlawful, and no order, judgment or decree of any Governmental Authority shall prohibit, enjoin or render it unlawful, to enter into any Transaction, including after giving effect to the consummation thereof; (g) Buyer has completed its due diligence review of the Underwriting Package, Purchased Asset Mortgage Loan Documents and such other documents, records and information as Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer; (dh) Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for such Transaction, and (iv) executed the Confirmation; (ei) immediately the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Amount after giving effect to such Transaction, the Aggregate Amount Outstanding does not exceed the Maximum Amount; (fj) the Repurchase Purchase Date specified in the Confirmation is not later than the Maturity Funding Expiration Date; (gk) Seller has the Repurchase Date is not later than the Facility Termination Date; (l) Seller, Guarantor, Servicer (in the event Xxxxx is not the Servicer), Pledgor and Custodian (in the event Xxxxx is not the Custodian) have satisfied all requirements and conditions and has have performed all covenants, duties, obligations and agreements contained in the other Repurchase Documents to be performed by such Person on or before the Purchase Date; (hm) to the extent any Purchased Asset was not originated by Seller, all requirements of Section 7.10 have been fulfilled with respect to any such Purchased Asset; (n) to the extent the related Purchased Asset Mortgage Loan Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of such Asset to Buyer, Xxxxx Buyer has received satisfactory evidence that Seller has given notice to the applicable Persons of Buyer’s 's interest in such Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Buyer is entitled to the rights and benefits of a pledgee under such pledgee provisions; (i) any license, registration or other similar certification or official document available to Seller from the jurisdiction where the related Underlying Mortgaged Property is located, to the extent necessary for Seller to enforce its rights and remedies under the related Purchased Asset Documents; (jo) if requested by XxxxxBuyer, such opinions from counsel to Seller, Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the perfected security interest in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Document, Documents; (i) Buyer has received a copy of any Interest Rate Protection Agreement and true sale opinions for each Purchased Asset purchased by or transferred to Seller from an affiliated entity other than related documents entered into with respect to Purchased Assets transferred pursuant such Asset, (ii) Seller has collaterally assigned to a Master Bill Buyer all of Sale; Seller's rights (kbut none of its obligations) under such Interest Rate Protection Agreement and related documents, and (iii) no Change termination event, default or event of Control has occurred unless such Change of Control has been approved by Xxxxx; default (lhowever defined) Custodian (or a bailee) shall have received executed blank assignments of all Purchased Asset Documents in appropriate form for recording, to the extent such documents are required to be recorded, in the jurisdiction in which the underlying real estate is located, together with executed blank assignments of all Purchased Asset Documents (the “Blank Assignment Documents”); (m) Neither Advisor nor any of its Subsidiaries have defaulted beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, hedging, security or other agreement (other than under this Agreement) between Advisor or any of its Subsidiaries, and Buyer or any Affiliate of Buyerexists thereunder; and (nq) no Insolvency Event Seller has occurred complied with respect to either Advisor or Sub-Advisor; all other requirements set forth in the Repurchase Documents for the purchase of such Asset. Each Confirmation delivered by Seller shall constitute a certification by Seller that all of the conditions precedent in this Article 6 have been satisfied (or expressly waived by Xxxxx in writingBuyer) other than those set forth in Section 6.01(h) and Sections 6.01(a)(viii), (d6.02(g) and (e) and Sections 6.02(c) and (dh). The failure of Seller to satisfy (or obtain an express waiver a waiver, in writing writing, from Buyer of) any of the conditions precedent in this Article 6 any material respect in Section 6.02 (other than those set forth in Sections 6.02(g) and (h)) with respect to any Transaction or Purchased Asset shall, unless such failure was set forth in an exceptions schedule to the relevant Confirmation or otherwise waived in writing by Buyer on or before the related Purchase Date, give rise to the right of Buyer at any time to rescind the related Transaction, whereupon Seller shall, within two (2) Business Days, shall immediately pay to Buyer the Repurchase Price of such Purchased Asset.